SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         AMENDMENT NO. 1 TO FORM 10-QSB

                                   (Mark One)

[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
                  For the quarterly period ended June 30, 2002
                                       OR
   [ ]TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

          From the transition period from ___________ to ____________.

                         Commission File Number 0-23819


                            COLE COMPUTER CORPORATION
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                Nevada 76-0547762
                                -----------------
  (State or other jurisdiction of incorporation or organization)(IRS Employer
                              Identification No.)


            1005 Metropolitan Avenue, Oklahoma City, Oklahoma 73108
            -------------------------------------------------------
                    (Address of principal executive offices)

                                 (405) 491-7300
                          ---------------------------
                          (Issuer's telephone number)

                                      N/A
                                      ---
   (Former name, former address and former fiscal year, if changed since last
                                    report)

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

                                   Yes X    No
                                      ---     ---

As  of  June  30,  2002  16,037,400  shares  of, Common Stock of the issuer were
outstanding,  4,000,000  of  which  were  held  in  treasury  by  Cole  Computer
Corporation.

<PAGE>
                            COLE COMPUTER CORPORATION
                                  FORM 10-QSB

                                      INDEX

                                     Part I

Item 1.     Financial Statements                                             F-3

Item 2.     Management's  Discussion  and  Analysis
              of Financial Condition and Results of Operations               F-7


                                    Part II

Item 1.     Legal Proceedings                                                F-8

Item 2:     Changes in Securities                                            F-8

Item 3:     Defaults Upon Senior Securities                                  F-8

Item 4:     Submission of Matters to a Vote of Security Holders              F-8

Item 5:     Other Information                                                F-8

Item 6:     Exhibits and Reports on Form 8-K                                 F-8

            Signatures                                                       F-9



                                      F-2
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item  1.  Financial  Statements

                            COLE COMPUTER CORPORATION
                                  BALANCE SHEET
                                  June 30, 2002

                                     ASSETS
<TABLE>
<CAPTION>
Current  Assets:
<S>                                                            <C>
     Cash                                                      $         39,995
     Accounts  receivable-trade,net  of  allowance  for
        doubtful  accounts  of  $61,000                                 185,689
     Accounts  receivable-affliate                                       55,717
     Accounts  receivable-other                                          25,993
     Product  warranty  receivable                                       99,852
     Inventory                                                          395,792
     Other  current  assets                                              16,970
                                                               ----------------

          Total  Current  Assets                                        820,008

Equipment,  less  accumulated  depreciation  of
     $283,712                                                           236,573
                                                               ----------------

     Total  Assets                                             $      1,056,581
                                                               ================


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current  Liabilities:
     Notes  payable                                            $         90,000
     Note  payable  -  Director                                          12,900
     Current  portion  of  long-term  debt
       and  capital  lease  obligations                                  24,375
     Current  portion  of  long-term  debt-Affliate                      48,000
     Accounts  payable                                                  164,054
     Accounts  payable-affliate                                         739,369
     Accrued  expenses                                                   78,662
                                                               ----------------

          Total  Current  Liabilities                                 1,157,360

Long-term  debt,  net  of  current  portion:
     Long-term  debt  and  capital  leases                               34,377
     Long-term  debt-affliate                                           247,940
                                                               ----------------

          Total  Long-term  Debt                                        282,317

          Total  Liabilities                                          1,439,677
                                                               ----------------

Commitments  and  contingencies                                               -

Stockholders'  Equity  (Deficit):
     Common  Stock,  $.001  par  value,  25,000,000
          shares  authorized,  16,037,400  shares
          issued  and  outstanding                                       16,037
     Paid  in  capital                                                2,381,656
     Deficit                                                         (2,776,789)
                                                               ----------------
                                                                       (379,096)

     Less:  treasury  stock,  4,000,000  shares  at  cost                (4,000)
                                                               ----------------

          Total  Stockholders  Equity  (Deficit)                       (383,096)
                                                               ----------------

     Total Liabilities and Stockholders' Equity (Deficit)      $      1,056,581
                                                               ================
</TABLE>

            See accompanying notes to interim financial statements.

                                      F-3
<PAGE>
                            COLE COMPUTER CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
        For the Three Months and Six Months Ended June 30, 2002 and 2001



                                3  Months  Ended          6  Months  Ended
                                          (Restated)                 (Restated)
                                          ----------                 ----------
                              2002          2001          2002          2001
                        ------------   ------------   -----------   -----------
Revenues                $  1,950,105   $  2,770,426   $ 4,737,802   $ 5,495,043

Costs of sales             1,552,797      2,310,542     3,799,825     4,523,233
                        ------------   ------------   -----------   -----------

    Gross Margin             397,308        459,884       937,977       971,810

Selling expenses             325,662        296,496       709,125       598,104
General and
  administrative             208,632        160,881       357,455       348,597
Interest expense              16,094          2,026        23,387         4,811
                        ------------   ------------   -----------   -----------

    Income (loss)
    before taxes            (153,080)           481      (151,990)       20,298
                        ------------   ------------   -----------   -----------

Income tax expense
  (benefit):
  Income tax expense               -            192             -         8,119
  Income tax (benefit)             -           (192)            -        (8,119)
                        ------------   ------------   -----------   -----------

                                   -              -             -             -
                        ------------   ------------   -----------   -----------

Net income (loss)       $   (153,080)  $        481   $  (151,990)  $    20,298
                        ============   ============   ===========   ===========

Basic and diluted
  earnings  (loss)
  per common share      $      (0.01)  $       0.00   $     (0.01)  $      0.00

Weighted average
  shares outstanding      16,037,400     15,465,733    15,999,900    15,461,567


            See accompanying notes to interim financial statements.

                                      F-4
<PAGE>
                            COLE COMPUTER CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                For the Six Months Ended June 30, 2002 and 2001

<TABLE>
<CAPTION>
                                                      2002             2001
                                                 --------------   -------------

Cash  Flows  from  Operating  Activities:
<S>                                              <C>              <C>
     Net income (loss)                           $     (151,990)  $      20,298
     Adjustments to reconcile net income
       to net cash (used in) operating
       activities:
         Stock issued for compensation                   14,500           7,000
         Stock issued for services                        7,250               -
         Depreciation                                    48,810          45,492
         Provision for bad debt                           5,000               -
     Change in cash from operating assets
     and  liabilities:
         Accounts receivable-trade                       16,696          14,598
         Accounts receivable-affliate                    21,625           6,173
         Accounts receivable-other                       35,507          16,648
         Product warranty receivable                    (12,668)            630
         Inventory                                      278,797          55,466
         Other current assets                             2,012         (14,472)
         Accounts payable                              (880,890)       (486,210)
         Accounts payable- affliate                     (68,043)        296,387
         Accrued expenses                               (26,658)        (46,935)
                                                 --------------   -------------
    Net cash used in operating expenses                (710,052)        (84,925)
                                                 --------------   -------------

Cash  Flows  from  Investing  Activities:
     Purchase of Equipment                               (7,547)        (27,087)
                                                 --------------   -------------

     Net cash used in investing activities               (7,547)        (27,087)
                                                 --------------   -------------

Cash  Flows  from  Financing  Activities:
     Payments on notes payable to affliate               (4,061)              -
     Proceeds of loan from director                      12,900          15,000
     Repayments to founding stockholder                       -          (7,519)
     Proceeds of note payable from affliate             300,000               -
     Principal payments on capital
       lease obligations                                (15,352)        (14,543)
                                                 --------------   -------------

     Net cash provided by (used in)
     financing activities                               293,487          (7,062)
                                                 --------------   -------------

     Net decrease in cash                              (424,112)       (119,074)

     Cash, beginning of period                          464,107         192,751
                                                 --------------   -------------

     Cash, end of period                         $       39,995   $      73,677
                                                 ==============   =============

Supplemental  Disclosures  of
  Cash  Flow  information:
     Interest  paid                              $       23,387   $       4,811
     Income  taxes  paid                         $            -   $           -
</TABLE>


             See accompanying notes to interim financial statements

                                      F-5
<PAGE>
                            COLE COMPUTER CORPORATION
                NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002


Note1:  Presentation

The  balance sheet of the Company as of June 30, 2002, and related statements of
operations  and  cash  flows for the interim period ended June 30, 2002 and 2001
included in the condensed financial statements have been prepared by the Company
without  audit.  In  the  opinion  of  management,  the  accompanying  financial
statements include all adjustments (consisting of normal, recurring adjustments)
necessary  to  summarize  fairly  the  Company's  financial position, results of
operations  and  cash  flows.  The  results  of operations for the three and six
months  ended  June  30,  2002, are not necessarily indicative of the results of
operations  for  the  full  year  or  any other interim period.  The information
included  in  this  Form  10-QSB should be read in conjunction with Management's
Discussion  and  Analysis and financial statements and notes thereto included in
Cole  Computer  Corporation's  December  31,  2001,  10-KSB.

Note  2:     Note  Payable  to  Affiliate

In January 2002, the Company borrowed $300,000 from an affiliated company.  This
unsecured  note  bears  interest  at  a  rate  of  12% and is payable in monthly
installments  of  $4,000  for  24 months, with the remainder of $204,000 due and
payable  on  December  24,  2004.

Note  3:     Note  Payable  to  Director

During  the  quarter  ended  June  30, 2002, the Company borrowed $12,900 from a
director  of  the  Company.  This  note  bears  interest  at a rate of 12%, with
principal  and  interest  due  one  year  from  the  date  of  issuance.

Note  4:     Product  Financing  Arrangement  Transactions

The  Company  has  a product financing arrangement with a major supplier whereby
the  Company  purchases  inventory from other third party vendors, which is then
sold  to  the  major  supplier.  The  Company,  at  its  discretion, repurchases
inventory from the major supplier for sale to its own customers.  The Company is
under  no contractual obligation to repurchase all inventories sold to the major
supplier.  The Company specifically identifies and segregates these transactions
in  the  general  ledger  for  accounting  purposes.

In  accordance with Statement on Financial Accounting Standards No. 49, "Product
Financing  Arrangements" (SFAS 49), the Company eliminates the revenue and costs
of  revenue related to these transactions from the statement of operations.  For
the  three  and  six months ended June 30, 2002, $0 and $317,526 in revenues and
costs  of   revenues,  were   eliminated  from  the   statement  of  operations,
respectively.  For  the  three  and six months ended June 30, 2001, $773,413 and
$1,793,141  in revenues and costs of revenues were eliminated from the statement
of operations, respectively.  The 2001 statement of operations has been restated
to  conform  to  the  2002  presentation  in  accordance  with  SFAS  49.

During  the  quarter  ended  June 30, 2002, the Company began purchasing product
directly  from its major supplier.  Accordingly, there were no revenues or costs
that  were  required  to  be  eliminated  from  the  Statement  of Operations in
accordance  with  SFAS  49.


                                      F-6
<PAGE>
                       Management's Discussion & Analysis

The  following  discussion highlights our Company's performance and it should be
read  in  conjunction  with  the  financial statements (including related notes)
accompanying  this  report.  Certain  statements contained herein may constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act  of  1995.  These  statements  are based on management's
current   expectations   and   are  subject   to  uncertainty  and   changes  in
circumstances.  Actual results may differ materially from those expectations due
to  changes  in  global politics, economics, business, competitors, competition,
markets and regulatory factors. More information about these factors has been or
will  be  contained in Cole's filings with the Security and Exchange Commission.

Cole  Computer  Corporation  experienced  a decrease in sales due to the current
soft  economy  in  our industry.  Sales for the three months ended June 30, 2002
decreased  by  $820,321,  or  30%,  to  $1,950,105   from   $2,770,426  for  the
corresponding  period  of  the  prior  year  due to market changes.  For the six
months  ended  June  30, 2002 revenues decreased $757,241, or 14%, to $4,737,802
from  $5,495,043 for the six months ended June 30, 2000 for the reason discussed
above.

The  Company  experienced  a  decrease in the cost of sales for the three months
ended  June  30,  2002 of $757,745, or 33%, from $2,310,542 for the three months
ended  June  30, 2001 compared to $1,552,797 for the three months ended June 30,
2002.  Management  attributes the decrease in cost of sales for the three months
ended  June  30,  2002  to the drop in sales.  For the six months ended June 30,
2002 cost of sales decreased $723,408, or 16%, to $3,799,825 from $4,523,233 for
the  six  months ended June 30, 2001.  The decrease in cost of sales for the six
months  ended  June  30,  2002  was  due  to  the  decrease  in  sales.

Selling  expenses for the three months ended June 30, 2002 increased by $29,166,
or  10%,  to  $325,662  from  $296,496 for the corresponding period of the prior
year.  Cole  Computer  Corporation  took over warehouse operations from LTCOM in
January  2002  incurring  the  corresponding  rent  and  personnel  costs.  This
contributed to this increase and is now being absorbed as opposed to this period
last  year.  Additionally,  Cole  entered  into  a  contract  with a third party
management  company  to  provide  sales  training for all sales personnel.  This
company  is  also  providing  certain  personnel services to enhance the overall
operations  of  the  company.  For  the  six  months ended June 30, 2002 selling
expenses  increased  $111,021,  or  19%,  to  $709,125  from  $598,104  for  the
corresponding  period  of the prior year. Again this increase is attributable to
increases  in  rent  and  labor  expenses.

General  and  administrative  expenses  for the three months ended June 30, 2002
increased  by  $47,751,  or 30%, to $208,632 from $160,881 for the corresponding
period  of the prior year.  The increase is attributable to increase in required
professional  expenses  faced  by  all public companies.  An increase in accrued
liabilities  for  public company expenses incurred during the three months ended
June  30,  2002,  are included in this increase.  For the six months ending June
30,  2002  general  and  administrative  expenses  increased  $8,858,  or 3%, to
$357,455  from  $348,597  for  the  corresponding  period of the prior year. The
increase  is  attributable  to  the  reason  discussed  above.

Net  income  for the three months ended June 30, 2002 decreased to a net loss of
$153,080  or  by $153,561 from a net profit of $481 for the corresponding period
of the prior year.  For the six months ended June 30, 2002, the Company recorded
a  net  loss  of $151,990 or a decrease of $172,288 from a net profit of $20,298
for  the corresponding period of the previous year.  The reason for the decrease
in  net  income  is  due  to  the  reasons  discussed  above.

As  previously  reported  in  Note  4 of the financial statements dated June 30,
2002,  Cole  Computer  Corporation  is  no  longer  engaged in transactions with
Lasertech  that  are  applicable  to  reporting  requirements  of  SFAS-49.

Cole  Computer  Corporation  continues  to  strive  to  increase  sales  through
continued  training of sales personnel, providing quality products and continued
emphasis  on  reducing  overhead.


                                      F-7
<PAGE>
OTHER  INFORMATION

ITEM  1:  Legal  Proceedings

None

ITEM  2:  Changes in Securities

None

ITEM  3:  Defaults Upon Senior Securities

None

ITEM  4:  Submission of Matters to a Vote of Security Holders

None

ITEM  5:  Other Information

None

ITEM  6:  Exhibits and Reports on Form 8-K

None

                                      F-8
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                            COLE  COMPUTER  CORPORATION

Date:  August 30, 2002

                                            By:/s/John Ruth
                                               ---------------------------------
                                               John Ruth
                                               President









                                      F-9