##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 10-Q



---

(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2007

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: 333-134090



---

Intcomex,
Inc.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 65-0893400                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

3505 NW 107thAve.

Miami, FL 33178

(Address of principal executive offices) (Zip Code)

(305) 477-6230

(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 ̈No  x

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

As of May 15, 2007, there were 100,000 shares of Common Stock, par value $0.01 per share and 2,182 shares of Class B non-voting Common Stock, par
value $0.01 per share.



---



---

##### Table of Contents

INTCOMEX, INC.

INDEX



|           |  |                                                                                                                |  |   
|---------- |  | -------------------------------------------------------------------------------------------------------------- |  | --
|           |  | Page                                                                                                          
|           |  |                                                                                                               
|Part I.    |  | Financial Information                                                                                          |  |   
|           |  |                                                                                                               
|Item 1.    |  | Financial Statements                                                                                           |  |   
|           |  |                                                                                                               
|           |  | Condensed Consolidated Balance Sheets as of March 31, 2007 (Unaudited) and December 31, 2006                   |  | 3 
|           |  | Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006 (Unaudited) |  | 4 
|           |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006 (Unaudited) |  | 5 
|           |  | Notes to Condensed Unaudited Consolidated Financial Statements                                                 |  | 6 
|           |  |                                                                                                               
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                          |  | 20
|           |  |                                                                                                               
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                     |  | 29
|           |  |                                                                                                               
|Item 4.    |  | Controls and Procedures                                                                                        |  | 29
|           |  |                                                                                                               
|Part II.   |  | Other Information                                                                                              |  |   
|           |  |                                                                                                               
|Item 1.    |  | Legal Proceedings                                                                                              |  | 30
|           |  |                                                                                                               
|Item 1A.   |  | Risk Factors                                                                                                   |  | 30
|           |  |                                                                                                               
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                    |  | 30
|           |  |                                                                                                               
|Item 3.    |  | Defaults Upon Senior Securities                                                                                |  | 30
|           |  |                                                                                                               
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                            |  | 30
|           |  |                                                                                                               
|Item 5.    |  | Other Information                                                                                              |  | 30
|           |  |                                                                                                               
|Item 6.    |  | Exhibits                                                                                                       |  | 30
|           | 
|Signatures |  |                                                                                                               



2



---

##### Table of Contents

Part I. Financial Information



|Item 1. | Financial Statements
|------- | --------------------

Intcomex, Inc.

Condensed Consolidated Balance Sheets

(Dollars in 000s, except share data)



|                                                                                                       |  |             |         |   |      |   |        
|------------------------------------------------------------------------------------------------------ |  | ----------- | ------- | - | ---- | - | -------
|As of March 31, 2007 and December 31, 2006                                                             |  | 2007        |         |   | 2006
|                                                                                                       |  | (Unaudited) |         |   |     
|Assets                                                                                                 |  |             |         |   |      |   |        
|                                                                                                       |  |            
|Current Assets                                                                                         |  |             |         |   |      |   |        
|                                                                                                       |  |            
|Cash and cash equivalents                                                                              |  | $           | 16,672  |   |      | $ | 20,574 
|Trade accounts receivable, net of allowance for doubtful accounts of $4,304 and $4,065                 |  |             | 105,540 |   |      |   | 89,290 
|Inventories                                                                                            |  |             | 97,723  |   |      |   | 94,410 
|Prepaid expenses and other                                                                             |  |             | 29,754  |   |      |   | 30,084 
|                                                                                                       |  |             |         |   |      |   |        
|Total Current Assets                                                                                   |  |             | 249,689 |   |      |   | 234,358
|                                                                                                       |  |            
|Property and equipment, net                                                                            |  |             | 13,209  |   |      |   | 11,019 
|Goodwill, net                                                                                          |  |             | 34,257  |   |      |   | 34,257 
|Identifiable intangible assets, net                                                                    |  |             | 3,637   |   |      |   | 3,883  
|Other assets                                                                                           |  |             | 8,974   |   |      |   | 9,058  
|                                                                                                       |  |             |         |   |      |   |        
|Total Assets                                                                                           |  | $           | 309,766 |   |      | $ | 292,575
|                                                                                                       |  |             |         |   |      |   |        
|Liabilities and Shareholders Equity                                                                   |  |             |         |   |      |   |        
|                                                                                                       |  |            
|Current Liabilities                                                                                    |  |             |         |   |      |   |        
|                                                                                                       |  |            
|Lines of credit                                                                                        |  | $           | 8,649   |   |      | $ | 17,653 
|Current maturities of long-term debt                                                                   |  |             | 5,488   |   |      |   | 5,376  
|Accounts payable                                                                                       |  |             | 121,825 |   |      |   | 95,972 
|Accrued expenses and other                                                                             |  |             | 13,331  |   |      |   | 17,135 
|                                                                                                       |  |             |         |   |      |   |        
|Total Current Liabilities                                                                              |  |             | 149,293 |   |      |   | 136,136
|                                                                                                       |  |            
|Long-term debt, net of current portion                                                                 |  |             | 115,231 |   |      |   | 114,833
|Other long-term liabilities                                                                            |  |             | 3,688   |   |      |   | 3,269  
|                                                                                                       |  |             |         |   |      |   |        
|Total Liabilities                                                                                      |  |             | 268,212 |   |      |   | 254,238
|                                                                                                       |  |            
|Commitments and Contingencies                                                                          |  |             |         |   |      |   |        
|                                                                                                       |  |            
|Shareholders Equity                                                                                   |  |             |         |   |      |   |        
|                                                                                                       |  |            
|Common stock voting $0.01 par value, 140,000 shares authorized, 100,000 shares issued and outstanding  |  |             | 1       |   |      |   | 1      
|Common stock non-voting $0.01 par value, 10,000 shares authorized, 2,182 shares issued and outstanding |  |             |        |   |      |   |       
|Additional paid in capital                                                                             |  |             | 17,597  |   |      |   | 17,597 
|Retained earnings                                                                                      |  |             | 24,197  |   |      |   | 20,717 
|Accumulated other comprehensive (loss) income                                                          |  |             | (241    | ) |      |   | 22     
|                                                                                                       |  |             |         |   |      |   |        
|Total Shareholders Equity                                                                             |  |             | 41,554  |   |      |   | 38,337 
|                                                                                                       |  |             |         |   |      |   |        
|Total Liabilities and Shareholders Equity                                                             |  | $           | 309,766 |   |      | $ | 292,575
|                                                                                                       |  |             |         |   |      |   |        

See accompanying notes to these condensed consolidated financial statements.



3



---

##### Table of Contents

Intcomex, Inc.

Condensed Consolidated Statements of Operations

(Dollars in 000s, except share data)

(Unaudited)



|                                                                |  |      |         |   |      |   |         |  
|--------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|Three months ended March 31, 2007 and 2006                      |  | 2007 |         |   | 2006 |  
|Revenue                                                         |  | $    | 243,777 |   |      | $ | 213,568 |  
|                                                                |  |     
|Cost of revenue                                                 |  |      | 219,042 |   |      |   | 190,649 |  
|                                                                |  |      |         |   |      |   |         |  
|Gross Profit                                                    |  |      | 24,735  |   |      |   | 22,919  |  
|                                                                |  |     
|Operating Expenses                                              |  |      |         |   |      |   |         |  
|Selling, General and Administrative                             |  |      | 14,639  |   |      |   | 13,025  |  
|Depreciation and Amortization                                   |  |      | 816     |   |      |   | 625     |  
|                                                                |  |      |         |   |      |   |         |  
|Total Operating Expenses                                        |  |      | 15,455  |   |      |   | 13,650  |  
|                                                                |  |     
|Operating Income                                                |  |      | 9,280   |   |      |   | 9,269   |  
|                                                                |  |     
|Other Expense (Income)                                          |  |      |         |   |      |   |         |  
|Interest Expense                                                |  |      | 4,181   |   |      |   | 3,995   |  
|Interest Income                                                 |  |      | (135    | ) |      |   | (364    | )
|Other Expense                                                   |  |      | 16      |   |      |   | (13     | )
|Foreign Exchange Loss                                           |  |      | 408     |   |      |   | 985     |  
|                                                                |  |      |         |   |      |   |         |  
|Total Other Expense                                             |  |      | 4,470   |   |      |   | 4,603   |  
|                                                                |  |     
|Income Before Provision for Income Taxes                        |  |      | 4,810   |   |      |   | 4,666   |  
|                                                                |  |     
|Provision for Income Taxes                                      |  |      | 1,330   |   |      |   | 1,450   |  
|                                                                |  |      |         |   |      |   |         |  
|Net Income                                                      |  | $    | 3,480   |   |      | $ | 3,216   |  
|                                                                |  |      |         |   |      |   |         |  
|Earnings per share of common stock                              |  |      |         |   |      |   |         |  
|Basic                                                           |  | $    | 34.06   |   |      | $ | 31.47   |  
|Diluted                                                         |  | $    | 34.06   |   |      | $ | 31.47   |  
|                                                                |  |     
|Weighted average number of shares used in per share calculation |  |      |         |   |      |   |         |  
|Basic                                                           |  |      | 102,182 |   |      |   | 102,182 |  
|Diluted                                                         |  |      | 102,182 |   |      |   | 102,182 |  

See accompanying notes to these condensed consolidated financial statements.



4



---

##### Table of Contents

Intcomex, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollars in 000s)

(Unaudited)



|                                                                                            |  |      |         |   |      |   |        |  
|------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------ | -
|Three months ended March 31, 2007 and 2006                                                  |  | 2007 |         |   | 2006 |  
|Cash flows from operating activities                                                        |  |      |         |   |      |   |        |  
|                                                                                            |  |     
|Net income                                                                                  |  | $    | 3,480   |   |      | $ | 3,216  |  
|                                                                                            |  |     
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |      |         |   |      |   |        |  
|Depreciation expense                                                                        |  |      | 570     |   |      |   | 379    |  
|Amortization of intangibles                                                                 |  |      | 246     |   |      |   | 246    |  
|Amortization of deferred loan costs                                                         |  |      | 328     |   |      |   | 335    |  
|Bad debt expense                                                                            |  |      | 409     |   |      |   | 322    |  
|Inventory obsolesence expense                                                               |  |      | 293     |   |      |   | 189    |  
|Deferred tax (benefit)                                                                      |  |      | (400    | ) |      |   | (290   | )
|Loss on sale of property and equipment, net                                                 |  |      | 22      |   |      |   |       |  
|                                                                                            |  |     
|Change in operating assets and liabilities:                                                 |  |      |         |   |      |   |        |  
|(Increase) decrease in:                                                                     |  |      |         |   |      |   |        |  
|Trade accounts receivables                                                                  |  |      | (16,488 | ) |      |   | (9,901 | )
|Inventories                                                                                 |  |      | (3,606  | ) |      |   | (9,334 | )
|Prepaid expenses and other assets                                                           |  |      | 149     |   |      |   | 707    |  
|Increase (decrease) in:                                                                     |  |      |         |   |      |   |        |  
|Accounts payable                                                                            |  |      | 25,853  |   |      |   | 11,869 |  
|Accrued expenses and other                                                                  |  |      | (3,261  | ) |      |   | (1,264 | )
|                                                                                            |  |      |         |   |      |   |        |  
|Net cash provided by (used in) operating activities                                         |  |      | 7,595   |   |      |   | (3,526 | )
|                                                                                            |  |     
|Cash flows from investing activities                                                        |  |      |         |   |      |   |        |  
|                                                                                            |  |     
|Additions to property and equipment                                                         |  |      | (2,835  | ) |      |   | (911   | )
|Proceeds from disposition of assets                                                         |  |      | 53      |   |      |   | 1      |  
|Notes receivables and other                                                                 |  |      | 95      |   |      |   | 45     |  
|                                                                                            |  |      |         |   |      |   |        |  
|Net cash used in investing activities                                                       |  |      | (2,687  | ) |      |   | (865   | )
|                                                                                            |  |     
|Cash flows from financing activities                                                        |  |      |         |   |      |   |        |  
|                                                                                            |  |     
|Borrowings (Payments) under line of credit, net                                             |  |      | (9,004  | ) |      |   | 1,856  |  
|Borrowings of notes payable                                                                 |  |      | 587     |   |      |   | 377    |  
|Payments of notes payable                                                                   |  |      | (130    | ) |      |   |       |  
|                                                                                            |  |      |         |   |      |   |        |  
|Net cash (used in) provided by financing activities                                         |  |      | (8,547  | ) |      |   | 2,233  |  
|                                                                                            |  |     
|Effect of foreign currency exchange rates                                                   |  |      | (263    | ) |      |   | (379   | )
|                                                                                            |  |      |         |   |      |   |        |  
|Net decrease in cash                                                                        |  |      | (3,902  | ) |      |   | (2,537 | )
|                                                                                            |  |     
|Cash and cash equivalents, beginning of period                                              |  |      | 20,574  |   |      |   | 12,970 |  
|                                                                                            |  |      |         |   |      |   |        |  
|Cash and cash equivalents, end of period                                                    |  | $    | 16,672  |   |      | $ | 10,433 |  
|                                                                                            |  |      |         |   |      |   |        |  

See accompanying notes to these condensed consolidated financial statements.



5



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

(Dollars in
000s)

Note 1. Organization and Basis of Presentation

Intcomex, Inc., (Intcomex) a Delaware Company and its subsidiaries are international distributors of computer equipment and peripherals, and include the accounts of Intcomex Holdings, LLC (Parent Company
of SBA and IXLA), Intcomex Holdings SPC-1, LLC (Parent Company of Centel, S.A. de C.V., a Mexican company), Software Brokers of America, Inc. (SBA) and IXLA Holdings, Ltd. (IXLA). IXLA is the holding company of fourteen
separate subsidiaries located in Central America, South America and the Caribbean.

The condensed consolidated financial statements include
the accounts of Intcomex and its subsidiaries (collectively referred to herein as the Company). These condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of
the United States Securities and Exchange Commission (the SEC). In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments (consisting of only normal, recurring
adjustments) necessary to fairly state the financial position of the Company as of March 31, 2007, and its results of operations for the three months ended March 31, 2007 and 2006, respectively, and its statement of cash flows for the
three months ended March 31, 2007 and 2006, respectively. All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under the applicable rules and regulations of the SEC, these consolidated
financial statements do not include all disclosures and footnotes normally included with annual consolidated financials statements and, accordingly, should be read in conjunction with the consolidated financial statements and the notes thereto,
included in the Companys Form 10-K filed with the SEC. The results of operations for the three months ended March 31, 2007 may not be indicative of the results of operations that can be expected for the full year.

Reclassifications

Certain 2006 amounts have been reclassified to conform to the 2007 presentation.

Note 2. Comprehensive Income

Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income establishes standards for
reporting and displaying comprehensive income and its components in the Companys consolidated financial statements. Comprehensive income is defined in SFAS 130 as the change in equity (net assets) of a business enterprise during a period
from transactions and other events and circumstances from non-owner sources and is comprised of net income and other comprehensive income (loss). For the three months ended March 31, 2007 and 2006, respectively, comprehensive income is
presented below:



6



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



|                                                    |  |      |       |   |      |   |       |  
|--------------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|                                                    |  | 2007 |       |   | 2006 |  
|Net income                                          |  | $    | 3,480 |   |      | $ | 3,216 |  
|Changes in foreign currency translation adjustments |  |      | (263  | ) |      |   | (379  | )
|                                                    |  |      |       |   |      |   |       |  
|Comprehensive income                                |  | $    | 3,217 |   |      | $ | 2,837 |  
|                                                    |  |      |       |   |      |   |       |  

Note 3. Property and Equipment

Property and equipment consisted of the following as of March 31, 2007 and December 31, 2006:



|                                               |  |      |        |   |      |   |        |  
|---------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                               |  | 2007 |        |   | 2006 |  
|Land                                           |  | $    | 387    |   |      | $ | 374    |  
|Building and leasehold improvements            |  |      | 6,312  |   |      |   | 5,517  |  
|Office furniture, vehicles and equipment       |  |      | 7,952  |   |      |   | 7,494  |  
|Warehouse equipment                            |  |      | 2,022  |   |      |   | 1,277  |  
|Software                                       |  |      | 3,538  |   |      |   | 2,833  |  
|                                               |  |      |        |   |      |   |        |  
|                                               |  |      | 20,211 |   |      |   | 17,495 |  
|Less accumulated depreciation and amortization |  |      | (7,002 | ) |      |   | (6,476 | )
|                                               |  |      |        |   |      |   |        |  
|                                               |  | $    | 13,209 |   |      | $ | 11,019 |  
|                                               |  |      |        |   |      |   |        |  

Note 4. Intangible Assets

The identifiable intangible assets balance consists of the following amounts:



|                       |  |                      |       |                         |   |        |                    |  |            |       |  |     
|---------------------- |  | -------------------- | ----- | ----------------------- | - | ------ | ------------------ |  | ---------- | ----- |  | ----
|As of March 31, 2007   |  | Gross carryingAmount |       | AccumulatedAmortization |   |        | Net carryingAmount |  | UsefulLife
|Customer relationships |  | $                    | 3,630 |                         | $ | (666   | )                  |  | $          | 2,964 |  | 10.0
|Trade names            |  |                      | 1,080 |                         |   | (693   | )                  |  |            | 387   |  | 3.5 
|Non-compete agreements |  |                      | 730   |                         |   | (446   | )                  |  |            | 284   |  | 3.0 
|                       |  |                      |       |                         |   |        |                    |  |            |       |  |     
|Sub-total              |  | $                    | 5,440 |                         | $ | (1,805 | )                  |  | $          | 3,635 |  |     
|Patents  Uruguay      |  |                      | 5     |                         |   | (3     | )                  |  |            | 2     |  |     
|                       |  |                      |       |                         |   |        |                    |  |            |       |  |     
|Total                  |  | $                    | 5,445 |                         | $ | (1,808 | )                  |  | $          | 3,637 |  |     
|                       |  |                      |       |                         |   |        |                    |  |            |       |  |     



7



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



|                        |  |                      |       |                         |   |        |                    |  |            |       |  |     
|----------------------- |  | -------------------- | ----- | ----------------------- | - | ------ | ------------------ |  | ---------- | ----- |  | ----
|As of December 31, 2006 |  | Gross carryingAmount |       | AccumulatedAmortization |   |        | Net carryingAmount |  | UsefulLife
|Customer relationships  |  | $                    | 3,630 |                         | $ | (575   | )                  |  | $          | 3,055 |  | 10.0
|Tradenames              |  |                      | 1,080 |                         |   | (599   | )                  |  |            | 481   |  | 3.5 
|Non-compete agreements  |  |                      | 730   |                         |   | (385   | )                  |  |            | 345   |  | 3.0 
|                        |  |                      |       |                         |   |        |                    |  |            |       |  |     
|Sub-total               |  | $                    | 5,440 |                         | $ | (1,559 | )                  |  | $          | 3,881 |  |     
|Patents  Uruguay       |  |                      | 5     |                         |   | (3     | )                  |  |            | 2     |  |     
|                        |  |                      |       |                         |   |        |                    |  |            |       |  |     
|Total                   |  | $                    | 5,445 |                         | $ | (1,562 | )                  |  | $          | 3,883 |  |     
|                        |  |                      |       |                         |   |        |                    |  |            |       |  |     

Note 5. Lines of Credit and Long-term debt

Lines of credit as of March 31, 2007 and December 31, 2006 consisted of the following:



|                                  |  |      |       |      |   |       
|--------------------------------- |  | ---- | ----- | ---- | - | ------
|                                  |  | 2007 |       | 2006
|SBA  Miami                       |  | $    | 6,799 |      | $ | 16,617
|T.G.M., S.A. (Uruguay)            |  |      | 1,087 |      |   | 628   
|Computación Monrenca Panama, S.A. |  |      | 502   |      |   |      
|Intcomex de Ecuador, S.A.         |  |      | 197   |      |   |      
|Intcomex Colombia LTDA            |  |      | 36    |      |   | 76    
|Intcomex, S.A. (Chile)            |  |      | 28    |      |   | 72    
|Intcomex Peru, S.A.C.             |  |      |      |      |   | 260   
|                                  |  |      |       |      |   |       
|Total lines of credit             |  | $    | 8,649 |      | $ | 17,653
|                                  |  |      |       |      |   |       

As of March 31, 2007, the Companys subsidiary, Software Brokers of America, Inc.
(SBA), was in default on its capital expenditure covenant under its revolving credit facility with Comerica Bank. On May 14, 2007 SBA requested and received a waiver from Comerica Bank on the covenant default and an amendment to the
Credit Agreement increasing the facility to $27.5 million from $25.0 million and raising the 2007 capital expenditure limit to $2.5 million from $1.0 million.

The Companys long-term debt as of March 31, 2007 and December 31, 2006 consists of the following:



|                                                           |  |      |         |   |      |   |         |  
|---------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                           |  | 2007 |         |   | 2006 |  
|Intcomex, Inc 11 3/4Second Priority Secured Notes due 2011 |  | $    | 119,674 |   |      | $ | 119,151 |  
|Intcomex Peru, S.A.C. collaterialized notes                |  |      | 700     |   |      |   | 353     |  
|Intcomex Chile, S.A. lease contracts                       |  |      | 126     |   |      |   | 150     |  
|Other, including various capital leases                    |  |      | 219     |   |      |   | 555     |  
|                                                           |  |      |         |   |      |   |         |  
|Total long-term debt                                       |  |      | 120,719 |   |      |   | 120,209 |  
|Current maturities of long-term debt                       |  |      | (5,488  | ) |      |   | (5,376  | )
|                                                           |  |      |         |   |      |   |         |  
|Total long-term debt                                       |  | $    | 115,231 |   |      | $ | 114,833 |  
|                                                           |  |      |         |   |      |   |         |  



8



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



On August 25, 2005 the Company completed a $120.0 million high yield debt offering. The notes
are a second priority senior secured obligation of the Company and are due January 15, 2011. The notes are collateralized on a second priority basis with 100.0% of the common shares of Intcomex, Inc., Intcomex Holdings, L.L.C. and Intcomex
Holdings SPC-I, L.L.C. and 65.0% of the shares of IXLA Holdings, LTD plus the assets of SBA.

Concurrent with the high yield debt offering,
SBA entered into a new $25.0 million three year revolving credit facility with Comerica Bank. Borrowings against the facility will be at prime less 75 basis points and are collateralized with all the assets of SBA. On November 2, 2006 the
Company asked for and obtained certain waivers and amendments to the credit agreement and the subordination agreement from Comerica Bank. The amendments to the credit and subordination agreements allow SBA to make these payments to the Company for
the remaining $22,608. In addition, the Company must maintain a minimum level of tangible effective net worth of at least $30.0 million (which minimum level shall decline from the end of the third fiscal quarter of 2006 to the end of the third
fiscal quarter of 2007 to $25.0 million and remain at $25.0 million thereafter).

On December 14, 2006 the Company completed the
exchange of 100.0% of the outstanding principal of its Second Priority Senior Secured Notes due 2011 for SEC registered publicly tradable notes that have substantially identical terms and conditions as the initial Notes.

Note 6. Income Taxes

Income tax provision for the
three months ended March 31, 2007 and 2006 consist of the following:



|                          |  |      |       |   |      |   |       |  
|------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|                          |  | 2007 |       |   | 2006 |  
|Current expense (benefit) |  |      |       |   |      |   |       |  
|Federal and State         |  | $    | 5     |   |      | $ | (189  | )
|Foreign                   |  |      | 1,725 |   |      |   | 1,929 |  
|                          |  |      |       |   |      |   |       |  
|Total current expense     |  |      | 1,730 |   |      |   | 1,740 |  
|Deferred (benefit)        |  |      |       |   |      |   |       |  
|Federal and State         |  |      | (181  | ) |      |   | (23   | )
|Foreign                   |  |      | (219  | ) |      |   | (267  | )
|                          |  |      |       |   |      |   |       |  
|Total deferred expense    |  |      | (400  | ) |      |   | (290  | )
|                          |  |      |       |   |      |   |       |  
|                          |  | $    | 1,330 |   |      | $ | 1,450 |  
|                          |  |      |       |   |      |   |       |  



9



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



A reconciliation of the statutory federal income tax rate and effective rate as a percentage of
pre-tax income was as follows:



|                                                      |  |            |       |   |   |    |   |            |   |       |   |  |    |  
|----------------------------------------------------- |  | ---------- | ----- | - | - | -- | - | ---------- | - | ----- | - |  | -- | -
|                                                      |  | 2007Amount |       |   | % |    |   | 2006Amount |   |       | % | 
|U.S.                                                  |  | $          | (458  | ) |   |    |   |            | $ | (565  | ) |  |    |  
|Foreign                                               |  |            | 5,268 |   |   |    |   |            |   | 5,231 |   |  |    |  
|                                                      |  |            |       |   |   |    |   |            |   |       |   |  |    |  
|Income before provision for income taxes              |  | $          | 4,810 |   |   |    |   |            | $ | 4,666 |   |  |    |  
|                                                      |  |            |       |  
|Tax at statutory rate                                 |  | $          | 1,635 |   |   | 34 |   |            | $ | 1,587 |   |  | 34 |  
|State income taxes, net of federal income tax benefit |  |            | (26   | ) |   | (1 | ) |            |   | (29   | ) |  | (1 | )
|Effect of tax rates on non-U.S. operations            |  |            | (273  | ) |   | (6 | ) |            |   | (108  | ) |  | (2 | )
|Change in valuation allowance                         |  |            | (6    | ) |   |   |   |            |   |      |   |  |   |  
|                                                      |  |            |       |   |   |    |   |            |   |       |   |  |    |  
|Effective tax rate                                    |  | $          | 1,330 |   |   | 27 |   |            | $ | 1,450 |   |  | 31 |  
|                                                      |  |            |       |   |   |    |   |            |   |       |   |  |    |  

The Companys deferred tax assets were attributable to the following:



|                                |  |               |        |   |                  |   |        |  
|------------------------------- |  | ------------- | ------ | - | ---------------- | - | ------ | -
|                                |  | March 31,2007 |        |   | December 31,2006 |  
|Deferred tax assets:            |  |               |        |   |                  |   |        |  
|Current:                        |  |               |        |   |                  |   |        |  
|Allowance for doubtful accounts |  | $             | 563    |   |                  | $ | 510    |  
|Inventory                       |  |               | 678    |   |                  |   | 621    |  
|Accrued expense                 |  |               | 277    |   |                  |   | 231    |  
|Tax goodwill                    |  |               | 247    |   |                  |   | 247    |  
|                                |  |               |        |   |                  |   |        |  
|Current                         |  | $             | 1,765  |   |                  | $ | 1,609  |  
|                                |  |              
|Non-current:                    |  |               |        |   |                  |   |        |  
|Tax goodwill                    |  |               | 1,296  |   |                  |   | 1,358  |  
|Net operating loss              |  |               | 1,532  |   |                  |   | 1,391  |  
|Other  prepaid foreign taxes   |  |               | 363    |   |                  |   | 315    |  
|Valuation allowance             |  |               | (549   | ) |                  |   | (543   | )
|                                |  |               |        |   |                  |   |        |  
|Non-current                     |  |               | 2,642  |   |                  |   | 2,521  |  
|                                |  |               |        |   |                  |   |        |  
|Total deferred tax assets       |  | $             | 4,407  |   |                  | $ | 4,130  |  
|                                |  |               |        |   |                  |   |        |  
|Deferred tax liabilities:       |  |               |        |   |                  |   |        |  
|Current:                        |  |               |        |   |                  |   |        |  
|Leasehold improvements          |  |               | (19    | ) |                  |   | (27    | )
|Inventories                     |  |               | (341   | ) |                  |   | (415   | )
|                                |  |               |        |   |                  |   |        |  
|Current                         |  | $             | (360   | ) |                  | $ | (442   | )
|                                |  |              
|Non-current:                    |  |               |        |   |                  |   |        |  
|Fixed assets                    |  |               | (410   | ) |                  |   | (356   | )
|Amortizable intangibles         |  |               | (1,091 | ) |                  |   | (1,164 | )
|Inventories                     |  |               | (1,306 | ) |                  |   | (1,328 | )
|                                |  |               |        |   |                  |   |        |  
|Non-current                     |  | $             | (2,807 | ) |                  | $ | (2,848 | )
|                                |  |               |        |   |                  |   |        |  
|Total deferred tax liabilities  |  | $             | (3,167 | ) |                  | $ | (3,290 | )
|                                |  |               |        |   |                  |   |        |  
|Net deferred tax asset          |  | $             | 1,240  |   |                  | $ | 840    |  
|                                |  |               |        |   |                  |   |        |  

SBA recorded tax goodwill of approximately $9,800 in July 1998, which is being amortized for tax
purposes over 15 years. As of March 31, 2007 the remaining balance of the tax goodwill was $4,101. At December 31, 2004 there was a $600 valuation allowance against such deferred tax asset that was reversed in 2005 as management determined
that future projected taxable income will be



10



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



sufficient to realize the deferred tax asset. SBA established a deferred tax asset of $262 for foreign withholding taxes paid in El Salvador during 2005.
Management established a $262 valuation allowance against this asset pending further tax planning efforts to realize its full benefit.

Intcomex Colombia has a $274 deferred tax asset related to a net operating loss (NOL) carry forward. Management established a $250 valuation allowance against this deferred tax asset pending Intcomex Colombias further growth in
taxable income. Colombia allows for an 8 year carry forward on net operating losses and expires through 2013.

The Company has State of
Florida and U.S. net operating losses resulting in a deferred tax asset of $1,213 which expires in 2026. No valuation allowance has been recorded against this NOL as management believes it will fully realize the NOL.

The Company conducts business globally and, as a result, one or more of its subsidiaries, files income and other tax returns in U.S. federal, state and
foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in the countries in which it operates. Currently, the Company is under on going tax examinations in several countries. While such
examinations are subject to inherent uncertainties, it is not currently anticipated that any such examination would have a material adverse impact on the Companys consolidated financial statements.

The Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN No. 48), Accounting
for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109 in the first quarter of 2007. FIN 48 is an interpretation of FASB Statement No. 109, Accounting for Income Taxes, and seeks to reduce the
diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax
position that an entity takes or expects to take in a tax return. Under FIN 48, an entity may only recognize or continue to recognize tax positions that meet a more likely than not threshold. In the ordinary course of business there is a
inherent uncertainty in quantifying our income tax positions. The Company assesses its income tax positions and records tax benefits for all years subject to examination based on managements evaluation of the facts, circumstances and
information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company has recognized the largest amount of tax benefit with a greater than 50% likelihood of being
realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been
recognized in the Companys financial statements.

The Company performed a review of its tax positions taken in accordance with FIN 48
and concluded that there were no adjustments required to uncertain tax positions. As of the adoption date, the Company had no accrued interest expense or penalties related to the unrecognized tax benefits. Interest and penalties, if incurred, would
be recognized as a component of income tax expense.



11



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



Note 7. Commitments and Contingencies

As part of its normal course of business, the Company is involved in certain claims, regulatory and tax matters. In the opinion of management, the final
disposition of such matters will not have a material adverse impact on the Companys results of operations and financial condition.

Note 8.
Segment Information

The Company operates in a single industry segment, that being a distributor of information technology
(IT) products. The Companys operating segments are based on geographic location. Geographic areas in which the Company operated during the three months ended March 31, 2007 and 2006 and for the year ended December 31,
2006 include United States (sales generated and invoiced from Miami operation) and In-country (sales generated and invoiced by all of the Latin American subsidiaries). All the Latin American subsidiaries have been aggregated as one segment due to
similar products, services and economic characteristics.

Inter-segment revenue primarily represents intercompany revenue between United
States and In-country operations at established prices between the related companies and are eliminated in consolidation.

The measure for
segment profit is operating income.

Financial information by geographic segments is as follows:



12



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)





|                                     |  |      |         |   |      |   |         |  
|------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | -
|Three months ended March 31,         |  | 2007 |         |   | 2006 |  
|Net sales:                           |  |      |         |   |      |   |         |  
|United States                        |  |      |         |   |      |   |         |  
|Sales to unaffiliated customers      |  | $    | 74,951  |   |      | $ | 69,304  |  
|Inter-segments                       |  |      | 68,442  |   |      |   | 70,652  |  
|                                     |  |      |         |   |      |   |         |  
|Total                                |  |      | 143,393 |   |      |   | 139,956 |  
|In-country                           |  |      | 168,826 |   |      |   | 144,264 |  
|Eliminations of Inter-segments sales |  |      | (68,442 | ) |      |   | (70,652 | )
|                                     |  |      |         |   |      |   |         |  
|Total                                |  | $    | 243,777 |   |      | $ | 213,568 |  
|                                     |  |      |         |   |      |   |         |  
|Operating income:                    |  |      |         |   |      |   |         |  
|United States                        |  | $    | 3,359   |   |      | $ | 3,221   |  
|In-country                           |  |      | 5,921   |   |      |   | 6,048   |  
|                                     |  |      |         |   |      |   |         |  
|Total                                |  |      | 9,280   |   |      |   | 9,269   |  
|                                     |  |      |         |   |      |   |         |  



|                                           |  |      |         |      |   |        
|------------------------------------------ |  | ---- | ------- | ---- | - | -------
|As of March 31, 2007 and December 31, 2006 |  | 2007 |         | 2006
|Assets:                                    |  |      |         |      |   |        
|United States                              |  | $    | 148,974 |      | $ | 142,068
|In-country                                 |  |      | 160,792 |      |   | 150,507
|                                           |  |      |         |      |   |        
|Total                                      |  | $    | 309,766 |      | $ | 292,575
|                                           |  |      |         |      |   |        
|Property & equipment, net:                 |  |      |         |      |   |        
|United States                              |  | $    | 5,135   |      | $ | 3,348  
|In-country                                 |  |      | 8,074   |      |   | 7,671  
|                                           |  |      |         |      |   |        
|Total                                      |  | $    | 13,209  |      | $ | 11,019 
|                                           |  |      |         |      |   |        
|Goodwill:                                  |  |      |         |      |   |        
|United States                              |  | $    | 21,253  |      | $ | 21,253 
|In-country                                 |  |      | 13,004  |      |   | 13,004 
|                                           |  |      |         |      |   |        
|Total                                      |  | $    | 34,257  |      | $ | 34,257 
|                                           |  |      |         |      |   |        

Note 9. Guarantor Condensed Consolidating Financial Statements

Pursuant to Rule 3-10(f) of Regulation S-X, the Parent company has prepared condensed consolidating financial information as of March 31, 2007 and
for the three months ended March 31, 2007 and 2006 for the parent company, the subsidiaries that are guarantors of the Companys obligations under the 11 3/4% Second Priority Senior Secured Notes due 2011 on a combined basis and the
non-guaranteeing subsidiaries on a combined basis. All guarantor subsidiaries are 100.0% owned subsidiaries of the Company and all guarantees are full and unconditional. The condensed consolidating financial information is as follows:



13



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



Balance Sheets as of March 31, 2007

(Unaudited)



|                                           |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|------------------------------------------ |  | ----------------------- | ------- | - | ---------- | - | ------- | ---------------- |  | - | ------------ | - |  | --------------------------- | -------- | - |  | - | ------- | -
|                                           |  | Intcomex, Inc. (Parent) |         |   | Guarantors |   |         | Non - Guarantors |  |   | Eliminations |   |  | Intcomex, Inc. Consolidated |         
|ASSETS                                     |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Current assets:                            |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Cash and cash equivalents                  |  | $                       | 7       |   |            | $ | 423     |                  |  | $ | 16,242       |   |  | $                           |         |   |  | $ | 16,672  |  
|Trade accounts receivable, net             |  |                         |        |   |            |   | 79,139  |                  |  |   | 69,083       |   |  |                             | (42,682  | ) |  |   | 105,540 |  
|Inventories                                |  |                         |        |   |            |   | 27,508  |                  |  |   | 71,664       |   |  |                             | (1,449   | ) |  |   | 97,723  |  
|Other current assets                       |  |                         | 55,645  |   |            |   | 28,749  |                  |  |   | 26,572       |   |  |                             | (81,212  | ) |  |   | 29,754  |  
|                                           |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Total current assets                       |  |                         | 55,652  |   |            |   | 135,819 |                  |  |   | 183,561      |   |  |                             | (125,343 | ) |  |   | 249,689 |  
|                                           |  |                         |         |   |           
|Property, plant and equipment, net         |  |                         | 1,709   |   |            |   | 3,426   |                  |  |   | 8,074        |   |  |                             |         |   |  |   | 13,209  |  
|                                           |  |                         |         |   |           
|Long-term assets:                          |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Investments in subsidiaries                |  |                         | 100,823 |   |            |   | 137,300 |                  |  |   |             |   |  |                             | (238,123 | ) |  |   |        |  
|Goodwill, net                              |  |                         |        |   |            |   | 21,253  |                  |  |   | 13,004       |   |  |                             |         |   |  |   | 34,257  |  
|Other assets                               |  |                         | 5,927   |   |            |   | 1,128   |                  |  |   | 5,556        |   |  |                             |         |   |  |   | 12,611  |  
|                                           |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Total                                      |  |                         | 106,750 |   |            |   | 159,681 |                  |  |   | 18,560       |   |  |                             | (238,123 | ) |  |   | 46,868  |  
|                                           |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Total assets                               |  | $                       | 164,111 |   |            | $ | 298,926 |                  |  | $ | 210,195      |   |  | $                           | (363,466 | ) |  | $ | 309,766 |  
|                                           |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|                                           |  |                         |         |   |           
|LIABILITIES AND SHAREHOLDERS EQUITY       |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Current liabilities                        |  | $                       | 8,237   |   |            | $ | 152,980 |                  |  | $ | 111,785      |   |  | $                           | (123,709 | ) |  | $ | 149,293 |  
|Long term debt, net of current maturities  |  |                         | 114,281 |   |            |   | 331     |                  |  |   | 619          |   |  |                             |         |   |  |   | 115,231 |  
|Deferred tax liability  long term         |  |                         | 39      |   |            |   | 251     |                  |  |   | 2,517        |   |  |                             |         |   |  |   | 2,807   |  
|Other long term liabilities                |  |                         |        |   |            |   | 442     |                  |  |   | 439          |   |  |                             |         |   |  |   | 881     |  
|                                           |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Total liabilities                          |  |                         | 122,557 |   |            |   | 154,004 |                  |  |   | 115,360      |   |  |                             | (123,709 | ) |  |   | 268,212 |  
|                                           |  |                         |         |   |           
|Commitments and Contingencies              |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|                                           |  |                         |         |   |           
|Shareholders equity                       |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Common stock                               |  |                         | 1       |   |            |   | 3       |                  |  |   | 1,155        |   |  |                             | (1,158   | ) |  |   | 1       |  
|Treasury stock                             |  |                         |        |   |            |   | (3,286  | )                |  |   | (16,587      | ) |  |                             | 19,873   |   |  |   |        |  
|Additional paid-in capital                 |  |                         | 17,597  |   |            |   | 4,966   |                  |  |   | 24,347       |   |  |                             | (29,313  | ) |  |   | 17,597  |  
|Accumulated retained earnings              |  |                         | 24,197  |   |            |   | 143,480 |                  |  |   | 90,610       |   |  |                             | (234,090 | ) |  |   | 24,197  |  
|Dividend & deemed dividend tax             |  |                         |        |   |            |   |        |                  |  |   | (4,885       | ) |  |                             | 4,885    |   |  |   |        |  
|Accumulated other comprehensive income     |  |                         | (241    | ) |            |   | (241    | )                |  |   | 195          |   |  |                             | 46       |   |  |   | (241    | )
|                                           |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Total stockholders equity                 |  |                         | 41,554  |   |            |   | 144,922 |                  |  |   | 94,835       |   |  |                             | (239,757 | ) |  |   | 41,554  |  
|                                           |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  
|Total liabilities and stockholders equity |  | $                       | 164,111 |   |            | $ | 298,926 |                  |  | $ | 210,195      |   |  | $                           | (363,466 | ) |  | $ | 309,766 |  
|                                           |  |                         |         |   |            |   |         |                  |  |   |              |   |  |                             |          |   |  |   |         |  



14



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



Statement of Operations for the Three Months ended March 31, 2007

(Unaudited)



|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                            |         |   |  |   |        
|------------------------------------------------------------ |  | ----------------------- | ------ | - | ---------- | - | ------- | ---------------- |  | - | ------------ | - |  | -------------------------- | ------- | - |  | - | -------
|                                                             |  | Intcomex, Inc. (Parent) |        |   | Guarantors |   |         | Non - Guarantors |  |   | Eliminations |   |  | Intcomex, Inc Consolidated
|Revenue                                                      |  | $                       |       |   |            | $ | 143,393 |                  |  | $ | 168,826      |   |  | $                          | (68,442 | ) |  | $ | 243,777
|                                                             |  |                         |        |   |           
|Cost of revenue                                              |  |                         |       |   |            |   | 134,485 |                  |  |   | 152,710      |   |  |                            | (68,153 | ) |  |   | 219,042
|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                            |         |   |  |   |        
|Gross profit                                                 |  |                         |       |   |            |   | 8,908   |                  |  |   | 16,116       |   |  |                            | (289    | ) |  |   | 24,735 
|                                                             |  |                         |        |   |           
|Operating expenses                                           |  |                         | 821    |   |            |   | 4,439   |                  |  |   | 10,195       |   |  |                            |        |   |  |   | 15,455 
|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                            |         |   |  |   |        
|Operating income (loss)                                      |  |                         | (821   | ) |            |   | 4,469   |                  |  |   | 5,921        |   |  |                            | (289    | ) |  |   | 9,280  
|                                                             |  |                         |        |   |           
|Other (income) expense                                       |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                            |         |   |  |   |        
|Interest expense, net                                        |  |                         | 3,914  |   |            |   | 166     |                  |  |   | (34          | ) |  |                            |        |   |  |   | 4,046  
|Other                                                        |  |                         | (6,424 | ) |            |   | (6,684  | )                |  |   | 397          |   |  |                            | 13,135  |   |  |   | 424    
|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                            |         |   |  |   |        
|Total other (income) expense                                 |  |                         | (2,510 | ) |            |   | (6,518  | )                |  |   | 363          |   |  |                            | 13,135  |   |  |   | 4,470  
|                                                             |  |                         |        |   |           
|Income (loss) from continuing operations before income taxes |  |                         | 1,689  |   |            |   | 10,987  |                  |  |   | 5,558        |   |  |                            | (13,424 | ) |  |   | 4,810  
|                                                             |  |                         |        |   |           
|Provision for income taxes                                   |  |                         | (1,792 | ) |            |   | 1,617   |                  |  |   | 1,505        |   |  |                            |        |   |  |   | 1,330  
|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                            |         |   |  |   |        
|Net income                                                   |  | $                       | 3,481  |   |            | $ | 9,370   |                  |  | $ | 4,053        |   |  | $                          | (13,424 | ) |  | $ | 3,480  
|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                            |         |   |  |   |        



15



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



Statement of Operations for the Three Months ended March 31, 2006

(Unaudited)



|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                             |         |   |  |   |        
|------------------------------------------------------------ |  | ----------------------- | ------ | - | ---------- | - | ------- | ---------------- |  | - | ------------ | - |  | --------------------------- | ------- | - |  | - | -------
|                                                             |  | Intcomex, Inc. (Parent) |        |   | Guarantors |   |         | Non - Guarantors |  |   | Eliminations |   |  | Intcomex, Inc. Consolidated
|Revenue                                                      |  | $                       |       |   |            | $ | 139,956 |                  |  | $ | 144,264      |   |  | $                           | (70,652 | ) |  | $ | 213,568
|                                                             |  |                         |        |   |           
|Cost of revenue                                              |  |                         |       |   |            |   | 131,511 |                  |  |   | 129,854      |   |  |                             | (70,716 | ) |  |   | 190,649
|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                             |         |   |  |   |        
|Gross profit                                                 |  |                         |       |   |            |   | 8,445   |                  |  |   | 14,410       |   |  |                             | 64      |   |  |   | 22,919 
|                                                             |  |                         |        |   |           
|Operating expenses                                           |  |                         | 664    |   |            |   | 4,561   |                  |  |   | 8,425        |   |  |                             |        |   |  |   | 13,650 
|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                             |         |   |  |   |        
|Operating income (loss)                                      |  |                         | (664   | ) |            |   | 3,884   |                  |  |   | 5,985        |   |  |                             | 64      |   |  |   | 9,269  
|                                                             |  |                         |        |   |           
|Other (income) expense                                       |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                             |         |   |  |   |        
|Interest expense, net                                        |  |                         | 3,831  |   |            |   | (32     | )                |  |   | (168         | ) |  |                             |        |   |  |   | 3,631  
|Other                                                        |  |                         | (6,009 | ) |            |   | (924    | )                |  |   | 984          |   |  |                             | 6,921   |   |  |   | 972    
|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                             |         |   |  |   |        
|Total other expense                                          |  |                         | (2,178 | ) |            |   | (956    | )                |  |   | 816          |   |  |                             | 6,921   |   |  |   | 4,603  
|                                                             |  |                         |        |   |           
|Income (loss) from continuing operations before income taxes |  |                         | 1,514  |   |            |   | 4,840   |                  |  |   | 5,169        |   |  |                             | (6,857  | ) |  |   | 4,666  
|                                                             |  |                         |        |   |           
|Provision for income taxes                                   |  |                         | (1,702 | ) |            |   | 1,490   |                  |  |   | 1,662        |   |  |                             |        |   |  |   | 1,450  
|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                             |         |   |  |   |        
|Net income                                                   |  | $                       | 3,216  |   |            | $ | 3,350   |                  |  | $ | 3,507        |   |  | $                           | (6,857  | ) |  | $ | 3,216  
|                                                             |  |                         |        |   |            |   |         |                  |  |   |              |   |  |                             |         |   |  |   |        



16



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



Statement of Cash Flows for the Three Months ended March 31, 2007

(Unaudited)



|                                                       |  |                         |      |   |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|------------------------------------------------------ |  | ----------------------- | ---- | - | ---------- | - | ------ | ---------------- |  | - | ------------ | - | --------------------------- | - | - |  | - | ------ | -
|                                                       |  | Intcomex, Inc. (Parent) |      |   | Guarantors |   |        | Non - Guarantors |  |   | Eliminations |   | Intcomex, Inc. Consolidated |  
|Cash flows (used in) provided by operating activities: |  | $                       | 660  |   |            | $ | 11,505 |                  |  | $ | (4,605       | ) |                             | $ |  |  | $ | 7,560  |  
|                                                       |  |                         |      |   |           
|Cash flows from investing activities:                  |  |                         |      |   |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Additions to plant and equipment                       |  |                         | (654 | ) |            |   | (1,365 | )                |  |   | (816         | ) |                             |   |  |  |   | (2,835 | )
|Proceeds from disposition of assets                    |  |                         |     |   |            |   |       |                  |  |   | 53           |   |                             |   |  |  |   | 53     |  
|Other                                                  |  |                         |     |   |            |   |       |                  |  |   | 130          |   |                             |   |  |  |   | 130    |  
|                                                       |  |                         |      |   |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Cash used in investing activities                      |  |                         | (654 | ) |            |   | (1,365 | )                |  |   | (633         | ) |                             |   |  |  |   | (2,652 | )
|Cash flows from financing activities:                  |  |                         |      |   |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Borrowings (payments), net                             |  |                         |     |   |            |   | (9,818 | )                |  |   | 814          |   |                             |   |  |  |   | (9,004 | )
|Borrowings of notes payable, net                       |  |                         |     |   |            |   | (30    | )                |  |   | 487          |   |                             |   |  |  |   | 457    |  
|                                                       |  |                         |      |   |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Cash flows (used by) provided in financing activities  |  |                         |     |   |            |   | (9,848 | )                |  |   | 1,301        |   |                             |   |  |  |   | (8,547 | )
|                                                       |  |                         |      |   |           
|Effects of exchange rate changes on cash               |  |                         |     |   |            |   |       |                  |  |   | (263         | ) |                             |   |  |  |   | (263   | )
|                                                       |  |                         |      |   |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Net increase (decrease) in cash                        |  |                         | 6    |   |            |   | 292    |                  |  |   | (4,200       | ) |                             |   |  |  |   | (3,902 | )
|                                                       |  |                         |      |   |           
|Cash and cash equivalents, beginning of period         |  |                         | 2    |   |            |   | 131    |                  |  |   | 20,441       |   |                             |   |  |  |   | 20,574 |  
|                                                       |  |                         |      |   |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Cash and cash equivalents, end of period               |  | $                       | 8    |   |            | $ | 423    |                  |  | $ | 16,241       |   |                             | $ |  |  | $ | 16,672 |  
|                                                       |  |                         |      |   |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  



17



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



Statement of Cash Flows for the Three Months ended March 31, 2006

(Unaudited)



|                                                       |  |                         |     |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|------------------------------------------------------ |  | ----------------------- | --- | ---------- | - | ------ | ---------------- |  | - | ------------ | - | --------------------------- | - | - |  | - | ------ | -
|                                                       |  | Intcomex, Inc. (Parent) |     | Guarantors |   |        | Non - Guarantors |  |   | Eliminations |   | Intcomex, Inc. Consolidated |  
|Cash flows provided by (used in) operating activities: |  | $                       | 117 |            | $ | (4,175 | )                |  | $ | 532          |   |                             | $ |  |  | $ | (3,526 | )
|                                                       |  |                         |     |            |  
|Cash flows from investing activities:                  |  |                         |     |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Additions to plant and equipment                       |  |                         |    |            |   | (285   | )                |  |   | (626         | ) |                             |   |  |  |   | (911   | )
|Other                                                  |  |                         |    |            |   | (262   | )                |  |   | 308          |   |                             |   |  |  |   | 46     |  
|                                                       |  |                         |     |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Cash used in investing activities                      |  |                         |    |            |   | (547   | )                |  |   | (318         | ) |                             |   |  |  |   | (865   | )
|                                                       |  |                         |     |            |  
|Cash flows from financing activities:                  |  |                         |     |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Net borrowings (repayments)                            |  |                         |    |            |   | 5,070  |                  |  |   | (3,214       | ) |                             |   |  |  |   | 1,856  |  
|Issues of notes payable                                |  |                         |    |            |   |       |                  |  |   | 377          |   |                             |   |  |  |   | 377    |  
|                                                       |  |                         |     |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Cash flows provided by (used in) financing activities  |  |                         |    |            |   | 5,070  |                  |  |   | (2,837       | ) |                             |   |  |  |   | 2,233  |  
|                                                       |  |                         |     |            |  
|Effects of exchange rate changes on cash               |  |                         |    |            |   |       |                  |  |   | (379         | ) |                             |   |  |  |   | (379   | )
|                                                       |  |                         |     |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Net increase (decrease) in cash                        |  |                         | 117 |            |   | 348    |                  |  |   | (3,002       | ) |                             |   |  |  |   | (2,537 | )
|                                                       |  |                         |     |            |  
|Cash and cash equivalents, beginning of period         |  |                         | 34  |            |   | 89     |                  |  |   | 12,847       |   |                             |   |  |  |   | 12,970 |  
|                                                       |  |                         |     |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  
|Cash and cash equivalents, end of period               |  | $                       | 151 |            | $ | 437    |                  |  | $ | 9,845        |   |                             | $ |  |  | $ | 10,433 |  
|                                                       |  |                         |     |            |   |        |                  |  |   |              |   |                             |   |   |  |   |        |  

Note 10. New Accounting Pronouncements

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and
Liabilities (SFAS 159). SFAS 159 permits companies to make an election to carry certain eligible financial assets and liabilities at fair value, even if fair value measurement has not historically been required for such assets and
liabilities under U.S. GAAP. The provisions of SFAS 159 are effective as of the beginning of the fiscal year that begins after November 15, 2007. The adoption of SFAS 159 did not have any effect on the Companys consolidated results of
operations and financial condition.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157,
Fair Value Measurements(SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This
pronouncement is effective for financial statements issued for fiscal years beginning January 1, 2008. The Company is currently evaluating the effect SFAS 157 will have on its consolidated results of operations and financial condition.



18



---

##### Table of Contents

INTCOMEX, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s)



In July 2006, the FASB issued Financial Interpretation No. 48 (FIN No. 48),
Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for
the fist quarter of fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not have any effect on the Companys consolidated results of operations, financial condition or prior year financial statements.

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments, an
amendment of FASB Statements No. 133 and 140 (SFAS 155). SFAS 155 improves financial reporting by eliminating the exemption from applying SFAS 133 to interest in securitized financial assets so that similar instruments are
accounted for similarly regardless of the form of the instrument. SFAS 155 also improves financial reporting by allowing a preparer to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is
subject to a remeasurement event, on an instrument-by-instrument basis, in cases in which a derivative would otherwise be bifurcated. At the adoption of SFAS 155, any difference between the total carrying amount of the individual components of any
existing hybrid financial instrument and the fair value of the combined hybrid financial instrument should be recognized as a cumulative-effect adjustment to our beginning retained earnings. SFAS 155 is effective for all financial instruments
acquired or issued after January 1, 2007. The adoption of SFAS 155 did not have a material impact on the consolidated results of operations and financial condition.

In March 2006, the Emerging Issues Task Force reached a consensus on Issue No. 06-03 How Taxes Collected from Customers and Remitted to Government Authorities Should Be Presented in the Income Statement
(That Is, Gross versus Net Presentation) (EITF No. 06-03). This issue is effective for financial statements issued for fiscal years beginning after December 15, 2006. The Company adopted EITF No. 06-03 in the first
quarter of 2007. The adoption of the provisions did not have a material impact on the Companys consolidated results of operations.

In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 Share-Based Payment (SAB 107). SAB 107 provides guidance on option valuation methods, the accounting for income tax
effects of share-based payment arrangements upon adoption of SFAS 123R, and the disclosures in Managements Discussion and Analysis of Financial Condition and Results of Operations subsequent to the adoption. The Company will provide SAB 107
required disclosures upon adoption of SFAS 123R. The Company is currently evaluating SAB 107 and will be incorporating it as part of its adoption of SFAS 123R in 2007.

Note 11. Subsequent Events

On April 23, 2007 the Company received unanimous approval from
shareholders for the 2007 Founders Grant Stock Option Plan previously discussed in the Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC.



19



---

##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion includes forward-looking statements, including but not limited to, managements expectations for competition, revenues,
margin, expenses and other operating results; capital expenditures; liquidity; capital requirements, acquisitions and exchange rate fluctuations, each of which involves numerous risks and uncertainties. These statements are based on current
exectations and assumptions that are subject to risks, uncertainties and other factors. Actual results could differ materially because of certain factors discussed below or elsewhere in this Form 10-Q. We disclaim any duty to update any
forward-looking statements. You should read the following discussion and analysis of our financial condition and results of operations together with our audited historical consolidated financial statements, which are included in our Form 10-K, filed
with the SEC on March 30, 2007 and our unaudited consolidated financial statements for the fiscal quarter ended March 31, 2007 included elsewhere in this Form 10-Q.

Overview of Our Business

We are a leading, United States-based value-added distributor of IT
products to Latin America and the Caribbean. We distribute computer components, peripherals, software, computer systems, accessories, networking products and digital consumer electronics to more than 40,000 customers in 45 countries. We offer single
source purchasing to our customers by providing an in-stock selection of more than 5,700 products from over 220 vendors, including the worlds leading IT product manufacturers. We believe that we are the second largest IT distributor in Latin
America and the Caribbean based upon revenues and we believe we have the broadest in-country presence of any distributor of IT products to Latin America and the Caribbean. Historically, our gross profit margins have been impacted by price
competition, as well as changes to vendor terms and conditions, including, but not limited to, reductions in product rebates and incentives, our ability to return inventory to manufacturers, and time periods during which vendors provide price
protection. We expect these competitive pricing pressures and modifications to vendor terms and conditions to continue into the foreseeable future. We continuously refine our pricing strategy, inventory management processes and systems and
manufacturer programs to attempt to mitigate these competitive pressures. The Latin American and Caribbean economies have benefited from relatively high levels of economic growth, which we believe have had a positive impact on overall demand for IT
products. In particular, we have continued to benefit from rapid growth in PC penetration rates and internet penetration rates. One of our strategies is to expand the geographic presence of our in-country operations into areas we believe we can
achieve higher gross margins than our Miami operations. Miami gross margins are generally lower than in-country gross margins because Miami is a more competitive market and because Miamis customers, who are primarily other Miami-based IT
distributors or large IT distributors and resellers located in Latin American or Caribbean markets, have larger average order quantities than customers of our in-country segment and as a result benefit from lower average prices.



20



---

##### Table of Contents

Results of Operations for the Three Months Ended March 31, 2007 Compared to Three Months Ended March
31, 2006

We report our business in two segments based upon geographic location: in-country and Miami. The in-country segment
includes sales from our in-country sales and distribution centers, which have been aggregated since they have similar economic characteristics. The Miami segment includes sales from our Miami headquarters, including sales from Miami to our
in-country sales and distribution centers and to resellers and distributors that may be located in countries where we have in-country operations.

The following table sets forth line items of our consolidated statement of operations as a percentage of revenue for each of the three-month periods ended March 31, 2007 and 2006:



|                                    |  |                              |   |  |       |  
|----------------------------------- |  | ---------------------------- | - |  | ----- | -
|                                    |  | Percentage of Revenue        |  
|                                    |  | Three Months ended March 31, |  
|                                    |  | 2007                         |   |  | 2006  |  
|Revenue                             |  | 100.0                        | % |  | 100.0 | %
|Cost of revenue                     |  | 89.9                         | % |  | 89.3  | %
|Gross profit                        |  | 10.1                         | % |  | 10.7  | %
|Selling, general and administrative |  | 6.0                          | % |  | 6.2   | %
|Depreciation and amortization       |  | 0.3                          | % |  | 0.2   | %
|Operating income                    |  | 3.8                          | % |  | 4.3   | %
|Income before taxes                 |  | 2.0                          | % |  | 2.2   | %
|Income tax provision                |  | 0.5                          | % |  | 0.7   | %
|Net income                          |  | 1.4                          | % |  | 1.5   | %

Revenue

Our consolidated revenues increased 14.1% to $244.0 million for the three months ended March 31, 2007, from $213.6 million for the three months ended March 31, 2006. The increase in revenue was driven by
higher sales of notebook computers of $7.9 million, software of $7.2 million, memory products of $5.3 million and monitors of $3.9 million. In-country revenue increased to $169.0 million for the three months ended March 31, 2007 from $144.3
million for the same period in the prior year, representing an increase of 17.0%. This revenue growth was driven mainly by the increased sales of notebooks and monitors primarily in Chile, Colombia, and Costa Rica. Our in-country revenue accounted
for 69.3% of total revenue for the three months ended March 31, 2007, compared to 67.5% of total revenue for the same period ended March 31, 2006. Miami revenue (net of sales to our in-country operations) increased to $75.0 million for the
three months ended March 31, 2007 from $69.3 million for the same period in the prior year, representing an increase of 8.1%. This increase was primarily driven by increased sales of software of $4.4 million.

Gross Profit

Consolidated gross margin increased to
$24.7 million for the three months ended March 31, 2007 from $22.9 million for the three months ended March 31, 2006, representing an increase of 7.9%. The increase was primarily driven by the higher sales volume



21



---

##### Table of Contents

in our in-country operations. As a percentage of revenue gross profit decreased to 10.1% from 10.7% for the first quarter of 2007 compared to 2006.
In-country gross profit increased to $15.8 million for the three months ended March 31, 2007 from 14.7 million for the three months ended March 31, 2006, an increase of 7.5%. The increase in in-country gross profit was primarily
attributable to the growth in sales in Chile, Colombia, Costa Rica, Peru and Uruguay partially offset by Guatemala. Miami gross profit increased to $8.9 million for the three months ended March 31, 2007 from $8.2 million for the three months
ended March 31, 2006, an increase of 8.5%. The increase in Miamis gross profit was primarily driven by the increase volume of software, hard disk drives and memory products.

Operating Expenses

Total operating expenses increased to $15.4 million for the three months ended
March 31, 2007 from $13.6 million for the three months ended March 31, 2006, representing an increase of 13.2%. The increase was mainly driven by personnel and warehouse expenses related to the growth in sales in our in-country operations
primarily in Argentina, Chile, Colombia and Costa Rica.

Operating Income

Operating income was $9.3 million for the three months ended March 31, 2007 compared to $9.3 million for the three months ended March 31, 2006.
As a percentage of revenue, operating income decreased to 3.8% in the first quarter of 2007 compared to 4.3% in the first quarter of 2006. This decrease was due primarily to the increase in the operating expenses.

Other Expense (Income)

Other expense decreased to
$4.5 million for the three months ended March 31, 2007 from $4.6 million for the three months ended March 31, 2006, representing a decrease of 2.9%. This decrease was driven by a lower foreign exchange loss partially offset by higher
interest expense.

Income Tax Provision

The provision for income taxes decreased to $1.3 million for the three months ended March 31, 2007 from $1.5 million for the same period prior year, representing a decrease of 8.3%. The decrease was due mainly to higher pretax earnings
from Chile and Mexico which have lower income tax rates than the U.S.

Net Income

Net income increased to $3.5 million for the three months ended March 31, 2007 from $3.2 million for the three months ended March 31, 2006,
representing an increase of 8.2%. The improvement was driven by the decrease in other expenses (income) and the reduction in income tax provision in 2007.



22



---

##### Table of Contents

Liquidity and Capital Resources

Cash Flows

The IT products distribution business is working-capital intensive. Historically, we have
financed our working capital needs through a combination of cash generated from operations, trade credit from manufacturers, borrowings under revolving bank lines of credit (including issuance of letters of credit) and asset-based financing
arrangements that we have established in certain Latin American markets.

Our working capital at March 31, 2007 amounted to $100.4
million, compared to $98.2 million at December 31, 2006. Our cash and cash equivalents at March 31, 2007 amounted to $16.7 million, compared to $20.6 million as of December 31, 2006.

Cash flows from operating activities: Our cash flows from operations generated $7.6 million for the three month period ended March 31, 2007
compared to a requirement of $3.5 million for three month period ended March 31, 2006. This improvement was driven by lower working capital requirements due mainly to higher trade accounts payable partially offset by an increase in inventories
and trade accounts receivable due to the increase in revenue.

Cash flows from investing activities: Our cash flows from investing
for the three month period ended March 31, 2007 was a requirement of $2.7 million compared to a requirement of $0.9 million for the three month period ended March 31, 2006. This requirement was driven by capital expenditures associated
with the opening of the new facilities in Miami.

Cash flows from financing activities: Our cash flows from financing were a
requirement of $8.5 million for the three months ended March 31, 2007 compared to a generation of $2.2 million for the three months ended March 31, 2006. This change was driven primarily by repayments on the SBAs revolving credit
facility with Comerica Bank.

Working Capital Management

The successful management of our working capital needs is a key driver of our growth and cash flow generation. The following table sets forth certain information about our trade accounts receivable, inventories and
accounts payable, which are the largest elements of our working capital:



|                                            |  |             |         |              |   |       
|------------------------------------------- |  | ----------- | ------- | ------------ | - | ------
|                                            |  | As of       |         | As of       
|                                            |  | March 31,   |         | December 31,
|                                            |  | 2007        |         | 2006        
|                                            |  | (Unaudited) |         |             
|Balance sheet data:                         |  |             |         |              |   |       
|Trade accounts receivable, net of allowance |  | $           | 105,540 |              | $ | 89,290
|Inventories                                 |  |             | 97,723  |              |   | 94,410
|Accounts payable                            |  |             | 121,825 |              |   | 95,972



23



---

##### Table of Contents

|                               |  |              |   |  |               |  
|------------------------------ |  | ------------ | - |  | ------------- | -
|                               |  | Three months |   |  | Twelve months |  
|                               |  | ended        |   |  | ended         |  
|                               |  | Mar 31, 2007 |   |  | Dec 31, 2006  |  
|                               |  | (Unaudited)  |   |  |               |  
|Other data:                    |  |              |   |  |               |  
|Trade accounts receivable days |  | 39.0         |   |  | 36.6          |  
|Inventory days                 |  | 40.2         |   |  | 43.2          |  
|Accounts payable days          |  | (50.1        | ) |  | (43.9         | )
|                               |  |              |   |  |               |  
|Cash conversion cycle          |  | 29.1         |   |  | 35.9          |  

Cash conversion cycle. The Companys cash conversion cycle declined to 29.1 days at
March 31, 2007 from 35.9 days at December 31, 2006. This improvement was primarily driven by an increase in the accounts payable days to 50.1 from 43.9 as vendors began increasing the Companys trade credit limits to accommodate the
increased volume of business and a reduction in inventory levels due to the higher sales volumes.

Trade accounts receivable. The
Company principally sells products to a large base of resellers throughout Latin America and to agents in the United States for export to Latin America and the Caribbean. Credit risk on trade receivables is diversified over several geographic areas
and a large number of customers. No one customer accounts for more than 1.9% of sales. The Company provides trade credit to its customers in the normal course of business. The collection of a substantial portion of the Companys receivables is
susceptible to changes in Latin American economies and political climates. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses after giving consideration to delinquency data, historical loss
experience, and economic conditions impacting the industry. The financial condition of its customers and the related allowance for doubtful accounts is continually reviewed by management.

Prior to extending credit, a customers financial history is analyzed and, if appropriate, forms of personal guarantees are obtained. SBA uses
credit insurance and makes provisions for estimated credit losses. The insurance contract is with EULER American Credit Indemnity Company. The current policy expires July 31, 2008. This credit insurance policy covers trade sales to
non-affiliated buyers. The policys aggregate limit is $20.0 million with a total deductible of $500 thousand. In addition, a 10.0% domestic and 20.0% export buyer coinsurance provision applies, as well as sub-limits in coverage on a per-buyer
and on a per-country basis.

In managing our trade accounts receivable, our large number of customers and our strict credit policies allow
us to dilute and limit our exposure to credit risk.

Inventories. We seek to minimize our inventory levels and inventory
obsolescence rates through frequent product shipments, close and ongoing monitoring of inventory levels and customer demand patterns, optimal use of carriers and shippers and the negotiation of clauses in our major vendor supply agreements offering
protection against loss of value of inventory. The Miami distribution center ships products to each of our in-country operations approximately twice per week by air and once per week by sea. These frequent shipments result in efficient inventory
management and increased inventory turnover. We do not have long-term contracts with logistics providers. Rather, we seek to obtain the best rates and fastest delivery times on a shipment-by-shipment basis. Our Miami operations also coordinate
direct shipments to third-party customers and in-country operations from vendors in Asia.



24



---

##### Table of Contents

Accounts payable. We seek to maximize our accounts payable days through centralized purchasing and
management of our vendor back-end rebates, promotions and incentives. This centralization of the purchasing function allows the in-country operations to focus their attention on more country-specific issues such as sales, local marketing, credit
control and collections. The centralization of purchasing also allows our Miami operations to control the records and receipts of all vendor back-end rebates, promotions and incentives to ensure their collection and to adjust pricing of products
according to such incentives.

Capital Expenditures and Investments

Capital expenditures increased to $2.8 million for the three month period ended March 31, 2007 compared to $0.9 million for the same period in the prior year. This increase was primarily driven by capital
expenditures related to the new warehouse facility in Miami.

We anticipate that capital expenditures will remain at approximately $3.5
million per year over the next few years as we continue to upgrade our computer and logistics systems and facilities in connection with the growth in the business.

Capital Resources

Based upon our current level of operations and anticipated growth, we believe that cash on hand and cash
provided by operations, supplemented as necessary with funds available under our senior secured credit facility (including those of our foreign subsidiaries), will provide sufficient resources to meet our anticipated debt service requirements,
capital expenditures and working capital needs for the next 12 months. We cannot assure you, however that our business will generate sufficient cash flow from operations or that future borrowings will be available to enable us to grow our business,
service our indebtedness or make anticipated capital expenditures. We continually assess our capital needs and may seek additional financing as needed to fund working capital requirements, capital expenditures and potential acquisitions. Our ability
to secure such additional financing will be subject to business and economic conditions, some of which are beyond our control.

Many of our
in-country operations also have limited credit facilities. These credit facilities fall into three categories; asset-based financing facilities, letter of credit and performance bond facilities, and unsecured revolving credit facilities. As of Mach
31, 2007 the outstanding balance on these in-country facilities totaled approximately $1.8 million.

On August 25, 2005 the Company completed a $120.0 million high yield debt offering. The notes are a second priority senior secured obligation of the Company and are due January 15, 2011. The notes were sold
at 99.057% of face value and carry a coupon rate of 113/4%. The proceeds of the offering were used to repay
existing indebtedness, pay a dividend to shareholders, and pay fees and expenses associated with the debt offering with the remaining balance to be used for general corporate purposes. The notes are collateralized on a second priority basis with
100.0% of the common shares of Intcomex, Inc., Intcomex Holdings, L.L.C. and Intcomex Holdings SPC-I, L.L.C. and 65.0% of the shares of IXLA Holdings, LTD plus the assets of SBA.



25



---

##### Table of Contents

Concurrent with the high yield debt offering, SBA entered into a new $25.0 million three year revolving
credit facility with Comerica Bank. Borrowings against the facility will be at prime less 75 basis points and are collateralized with all the assets of SBA. On November 2, 2006 SBA and Comerica Bank amended the credit facility and subordination
agreement to allow SBA to make certain payments on an intercompany loan from Intcomex, Inc., increase the minimum level of tangible effective net worth to $37.0 million (which minimum level shall decline from the third fiscal quarter of 2006 to the
end of the third fiscal quarter of 2007 to $25.0 million and remain at $25.0 million thereafter) and extended the maturity date to August 25, 2009. As of March 31, 2007 the outstanding draws against the revolving credit facility was $6.8
million.

As of March 31, 2007, the Companys subsidiary, SBA, was in default on its capital expenditure covenant under its
revolving credit facility with Comerica Bank. On May 14, 2007 SBA requested and received a waiver from Comerica Bank on the covenant default and an amendment to the Credit Agreement increasing the facility to $27.5 million from $25.0 million
and raising the 2007 capital expenditure limit to $2.5 million from $1.0 million.

Critical Accounting Estimates

The discussions and analyses of our consolidated financial condition and results of operations are substantially based on our consolidated financial
statements, which have been prepared in conformity with US GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of material
contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we review and evaluate our estimates and assumptions, including, but not
limited to, those that relate to revenue recognition, accounts receivable and vendor programs; inventories; goodwill and other long-lived assets; and income taxes. Our estimates are based on our historical experience and a variety of other
assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making our estimates about the carrying values of assets and liabilities that are not readily available from other sources. Although we
believe our estimates, judgments and assumptions are appropriate and reasonable based upon available information, these assessments are subject to a wide range of factors; therefore, actual results could differ from these estimates.

We believe the following critical accounting policies are impacted by our judgment or by estimates used in the preparation of our consolidated financial
statements.

Revenue recognition and accounts receivable. Revenue is recognized once the following criteria are met:
we have persuasive evidence that an arrangement exists; delivery to our customer has occurred, which happens at the point of shipment (this includes the transfer of both title and risk of loss, provided that no significant obligations remain); the
price is fixed and determinable; and collectibility is reasonably assured. We allow our customers to return product for exchange or credit subject to certain limitations. Actual returns are recorded in the period of the return. Our historical
experience has shown the returns to be immaterial. Shipping and handling costs billed to customers are included in revenue and related costs are included in the cost of sales.



26



---

##### Table of Contents

We provide allowances for doubtful accounts on our accounts receivable for estimated losses resulting
from the inability of our customers to make required payments. Changes in the financial condition of our customers or other unanticipated events, which may affect their ability to make payments, could result in charges for additional allowances
exceeding our expectations. Our estimates are influenced by the following considerations: the large number of customers and their dispersion across wide geographic areas; the fact that no single customer accounts for 1.9% or more of our revenue; a
dedicated credit department at our Miami headquarters and at each of our in-country subsidiaries; aging of receivables, individually and in the aggregate; credit insurance coverage; and the value and adequacy of collateral received from our
customers in certain circumstances. Uncollectible accounts are written-off annually against the allowance.

Vendor Programs.
We receive funds from vendors for price protection, product rebates, marketing and promotions and competitive programs, which are recorded as adjustments to product costs or SG&A expenses according to the nature of the program. Some of these
programs may extend over one or more quarterly reporting periods. We recognize rebates or other vendor incentives as earned based on sales of qualifying products or as services are provided in accordance with the terms of the related program. We
provide reserves for receivables on vendor programs for estimated losses resulting from vendors inability to pay or rejections of claims by vendors.

Inventories. Our inventory levels are based on our projections of future demand and market conditions. Any unanticipated decline in demand or technological changes could cause us to have excess or
obsolete inventories. On an ongoing basis, we review for estimated excess or obsolete inventories and make provisions for our inventories to reflect their estimated net realizable value based upon our forecasts of future demand and market
conditions. If actual market conditions are less favorable than our forecasts, additional inventory obsolescence provisions may be required. Our estimates are influenced by the following considerations: protection from loss in value of inventory
under certain vendor agreements, our ability to return to vendors only a certain percentage of our purchases, aging of inventories, variability of demand due to economic downturn and other factors, and rapid product improvements and technological
changes. Rebates earned on products sold are recognized when the product is shipped to a third party customer and is recorded as a reduction to cost of sales in accordance with EITF 02-16 Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor.

Goodwill and other long-lived assets.Our goodwill represents
the excess of the purchase price over the fair value of the net assets of acquired businesses. We assess goodwill for impairment on an annual basis, or sooner if events indicate such a review is necessary. Potential impairment exists if the fair
value of a reporting unit to which goodwill has been allocated is less than the carrying value of the reporting unit. The amount of the impairment to recognize, if any, is calculated as the amount by which the carrying value of the goodwill exceeds
its implied value. Future changes in the estimates used to conduct the impairment review, including revenue projections, market values and changes in the discount rate used could cause the analysis to indicate that our goodwill is impaired in
subsequent periods and result in a write-off of a portion or all of the goodwill. The discount rate used is based on our capital structure and, if required, an additional premium on the reporting unit based upon its geographic market and operating
environment. The assumptions used in estimating revenue projections are consistent with internal planning.



27



---

##### Table of Contents

In addition, we review other long-lived assets (principally property, plant and equipment) for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the carrying amount of an asset exceeds the assets fair value, we measure and record an impairment loss for the excess. We
assess an assets fair value by determining the expected future undiscounted cash flows of the asset. There are numerous uncertainties and inherent risks in conducting business, such as general economic conditions, actions of competitors,
ability to manage growth, actions of regulatory authorities, pending investigations or litigation, customer demand and risk relating to international operations. Adverse effects from these or other risks may result in adjustments to the carrying
value of our other long-lived assets.

Income taxes. As part of the process of preparing our consolidated financial
statements, we calculate our income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. This process involves calculating our actual current tax expense together with assessing
any temporary differences resulting from the different treatment of certain items, such as the timing for recognizing revenues and expenses, for tax and financial reporting purposes. These differences may result in deferred tax assets and
liabilities, which are included in our consolidated balance sheet. We are required to assess the likelihood that our deferred tax assets, which include temporary differences that are expected to be deductible in future years, will be recoverable
from future taxable income or other tax planning strategies. If recovery is not likely, we must provide a valuation allowance based on our estimates of future taxable income in the various taxing jurisdictions, and the amount of deferred taxes that
are ultimately realizable. The provision for tax liabilities involves evaluations and judgments of uncertainties in the interpretation of complex tax regulations by various taxing authorities.

In the event of a distribution of the earnings of certain international subsidiaries, we would be subject to withholding taxes payable on those
distributions to the relevant foreign taxing authorities. Since we currently intend to reinvest undistributed earnings of these international subsidiaries indefinitely, we have made no provision for income taxes that might be payable upon the
remittance of these earnings. We have also not determined the amount of tax liability associated with an unplanned distribution of these permanently reinvested earnings. In the event that in the future we consider that there is a reasonable
likelihood of the distribution of the earnings of these international subsidiaries (for example, if we intend to use those distributions to meet our liquidity needs), we will be required to make a provision for the estimated resulting tax liability,
which will be subject to the evaluations and judgments of uncertainties described above.

The Company conducts business globally and, as a
result, one or more of its subsidiaries, files income and other tax returns in U.S. federal, state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in the countries in which it
operates. Currently the Company is under on going tax examinations in several countries. While such examinations are subject to inherent uncertainties, it is not currently anticipated that any such examination would have a material adverse impact on
the Companys consolidated financial statements.



28



---

##### Table of Contents

Effective March 31, 2007 the Company adopted FIN 48, Accounting for Uncertainty in Income
Taxes. FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition of
income tax assets and liabilities, classification or current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax
disclosures.

Commitments and Contingencies. As part of its normal course of business, the Company is involved in certain
claims, regulatory and tax matters. In the opinion of management, the final disposition of such matters will not have a material adverse impact on the Companys results of operations and financial condition.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

There were no material changes in our quantitative and qualitative disclosures about market risk for the first quarter ended March 31, 2007 from those disclosed in our Annual Report on Form 10-K for the year ended December 31,
2006. For further discussion of qualitative and quantitative disclosures about market risk, reference is made to our Annual Report on Form 10-K for the year ended December 31, 2006.



|Item 4. | Controls and Procedures
|------- | -----------------------

There have been no changes
in the Companys internal controls over financial reporting that have occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Companys internal
controls over financial reporting.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision
and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934, as amended). Based upon that evaluation, we concluded that as of March 31, 2007, our disclosure controls and procedures are effective to ensure that information required to be disclosed in reports that we
file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosures.

Limitations on the Effectiveness of Controls

The Company maintains a system of internal controls to provide reasonable
assurance that the Companys assets are safeguarded and that transactions are executed in accordance with managements authorization and recorded properly to permit the preparation of financial statements in accordance with accounting
principals accepted in the United States. However, the Companys management does not expect that the Companys disclosure controls or internal controls will prevent all errors and all fraud. A control system, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute



29



---

##### Table of Contents

assurance that all control issues and instances of fraud, if any, will be detected. These inherent limitations include the realities that judgments in
decision making can be faulty. Breakdown in the control systems can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two of more people, or by management
override of the controls. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies and procedures may deteriorate. Due to these inherent limitations, misstatements due to error or
fraud may occur and not be detected.

Part II. Other Information



|Item 1. | Legal Proceedings
|------- | -----------------

In the normal course of
business, the Company is subject to litigation. In the opinion of management, the ultimate resolution of the present litigations will not have a material adverse effect on the condensed consolidated financial statements.



|Item 1A. | Risk Factors
|-------- | ------------

In addition to the other information
set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC, which could materially
affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially and adversely affect our business, financial condition and/or operating results.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

Not applicable.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

As of
March 31, 2007, the Companys subsidiary, SBA, was in default on its capital expenditure covenant under its revolving credit facility with Comerica Bank. On May 14, 2007 SBA requested and received a waiver from Comerica Bank on the
covenant default and an amendment to the Credit Agreement increasing the facility to $27.5 million from $25.0 million and raising the 2007 capital expenditure limit to $2.5 million from $1.0 million.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

Not applicable.



|Item 5. | Other Information
|------- | -----------------

Not applicable.



|Item 6. | Exhibits
|------- | --------



30



---

##### Table of Contents

|            |  |                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                           
|31.1        |  | Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)                                               
|            | 
|31.2        |  | Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)                                               
|            | 
|32.1        |  | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
|            | 
|32.2        |  | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)

---

|(1) | Filed herewith
|--- | --------------

|(2) | Furnished herewith and not filed
|--- | --------------------------------



31



---

##### Table of Contents

SIGNATURES

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.



|                      |  |                                                            |  |             
|--------------------- |  | ---------------------------------------------------------- |  | ------------
|Signature             |  | Title                                                      |  | Date        
|                      |  |                                                           
|/s/ Anthony Shalom    |  |                                                            |  |             
|Anthony Shalom        |  | Chairman of the Board of Directors Chief Executive
Officer |  | May 15, 2007
|                      |  |                                                           
|/s/ Michael F. Shalom |  |                                                            |  |             
|Michael F. Shalom     |  | President                                                  |  | May 15, 2007
|                      |  |                                                           
|/s/ Russell A. Olson  |  |                                                            |  |             
|Russell A. Olson      |  | Chief Financial Officer                                    |  | May 15, 2007



32



---

##### Table of Contents

Exhibit Index



|            |  |                                                                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                        
|31.1        |  | Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|            | 
|31.2        |  | Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|            | 
|32.1        |  | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|            | 
|32.2        |  | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



33