SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  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 September 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.)


              5577 N.W. Expressway, Oklahoma City, Oklahoma 73132
              ---------------------------------------------------
                    (Address of principal executive offices)

                                 (405) 721-7600
                          ---------------------------
                          (Issuer's telephone number)

                1005 Metropolitan Avenue, Oklahoma City, OK 73108
                -------------------------------------------------
   (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  September 30, 2002 20,037,400 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-9


                                    Part II

Item 1.     Legal Proceedings                                               F-13

Item 2:     Changes in Securities                                           F-13

Item 3:     Defaults Upon Senior Securities                                 F-13

Item 4:     Submission of Matters to a Vote of Security Holders             F-13

Item 5:     Other Information                                               F-13

Item 6:     Exhibits and Reports on Form 8-K                                F-13

            Signatures                                                      F-14



                                      F-2
<PAGE>

                            COLE COMPUTER CORPORATION
                                  BALANCE SHEET
                               September 30, 2002
                                  (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
Current  Assets:
<S>                                                               <C>
     Cash                                                         $     369,836
     Accounts receivable - trade, net of allowance for
       doubtful accounts of $63,500                                     179,442
     Accounts receivable - other                                         53,041
     Product warranty receivable                                         53,817
     Inventory                                                          397,358
     Other current assets                                                28,514
                                                                  -------------

          Total Current Assets                                        1,082,008

Equipment,  Less  Accumulated  Depreciation  of
     $272,339                                                           208,787
                                                                  -------------

          Total  Assets                                           $   1,290,795
                                                                  =============

                 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                                     76,776
     Accounts payable                                                   852,875
     Accounts payable - affiliate                                       214,080
     Accrued expenses                                                    88,794
                                                                  -------------

          Total Current Liabilities                                   1,335,426

Long-term  Debt,  Net  of  Current  Portion:
     Long-term debt and capital leases                                  265,797
                                                                  -------------

          Total Liabilities                                           1,601,223
                                                                  -------------

Commitments  and  Contingencies

Stockholders'  Equity  (Deficit):
     10%  cumulative  preferred  stock,  $100  par
       value,  10,000,000  shares  authorized,  0
       shares  issued  and  outstanding                                       -

     Preferred  stock,  no  par  value,  10,000,000
       shares  authorized,  0  shares  issued  and
       outstanding                                                            -

     Common  stock,  $.001  par  value,  80,000,000
       shares  authorized,  20,037,400  shares
       issued and outstanding (see Note 2)                               20,537
     Paid in capital                                                  2,977,156
     Deficit                                                         (3,304,121)
                                                                  -------------
                                                                       (306,428)

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

          Total Stockholders Equity (Deficit)                          (310,428)
                                                                  -------------

          Total  Liabilities  and  Stockholders'
            Equity  (Deficit)                                     $   1,290,795
                                                                  =============
</TABLE>


            See accompanying notes to interim financial statements.

                                      F-3
<PAGE>

                            COLE COMPUTER CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
     For the Three Months and Nine Months Ended September 30, 2002 and 2001
                                  (Unaudited)

<TABLE>
<CAPTION>
                                   3 Months Ended           9 Months Ended
                                           (Restated)                (Restated)
                                  2002        2001         2002         2001
                             -----------  -----------  -----------  -----------
<S>                          <C>          <C>          <C>          <C>
Revenues                     $ 2,137,949  $ 2,890,056  $ 7,193,275  $ 8,372,376

Costs of sales                 1,755,257    2,375,716    5,872,606    6,886,226
                             -----------  -----------  -----------  -----------

     Gross margin                382,692      514,340    1,320,669    1,486,150

Selling expenses                 281,921      305,875      991,046      903,979
General  and
  administrative                 610,258      161,684      967,713      510,281
Interest expense                  17,845        2,237       41,232        7,048
                             -----------  -----------  -----------  -----------

     Income  (loss)
       before taxes             (527,332)      44,544     (679,322)      64,842
                             -----------  -----------  -----------  -----------

Income  tax  expense
  (benefit):
    Income tax expense                 -       15,590            -       22,695
    Income tax benefit                 -      (15,590)           -      (22,695)
                             -----------  -----------  -----------  -----------

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

Net  income  (loss)          $  (527,332) $    44,544  $  (679,322) $    64,842
                             ===========  ===========  ===========  ===========

Basic  and  diluted
  earnings  (loss)
  per  common  share         $     (0.03) $         -  $     (0.04)           -
                             ===========  ===========  ===========  ===========

Weighted  average
  shares  outstanding         17,104,067   15,507,400   16,371,659   15,476,844
                             ===========  ===========  ===========  ===========
</TABLE>

            See accompanying notes to interim financial statements.

                                      F-4
<PAGE>

                            COLE COMPUTER CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 2002 and 2001
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                          2002          2001
                                                      ------------  -----------
Cash  Flows  from  Operating  Activities:
<S>                                                   <C>           <C>
     Net  income  (loss)                              $  (679,322)  $    64,842
     Adjustments to reconcile net income to net
       to net cash provided by operating activities:
          Stock  issued  for  compensation                154,500             -
          Stock  issued  for  services                      7,250         7,000
          Stock  issued  for  expenses                    210,000             -
          Depreciation                                     71,358        68,238
          Equipment  impairment                            12,206
          Provision  for  bad  debt                         7,500             -
     Change  in  cash  from  operating  assets
       and  liabilities:
          Accounts  receivable  -  trade                   20,443       (68,550)
          Accounts  receivable  -  affiliate               77,342       579,170
          Accounts  receivable  -  other                    8,459        24,000
          Product  warranty  receivable                    33,367        18,806
          Inventory                                       277,231        18,975
          Other  current  assets                           (9,482)      (15,279)
          Accounts  payable                              (192,069)     (629,850)
          Accounts  payable  -  affiliate                (593,332)       61,573
          Accrued  expenses                               (16,576)      (69,862)
                                                      -----------   -----------
     Net cash provided by (used in) operating
       activities                                        (611,125)       59,063
                                                      -----------   -----------

Cash  Flows  from  Investing  Activities:
     Purchase  of  equipment                              (14,515)      (28,633)
                                                      -----------   -----------

     Net  cash  used  in  investing  activities           (14,515)      (28,633)
                                                      -----------   -----------

Cash  Flows  from  Financing  Activities:
     Proceeds  from  stock  issuances                     250,000             -
     Payments on notes payable                             (7,214)            -
     Proceeds  from  installment  notes  payable                -         5,000
     Proceeds  of  loan  from  director                    12,900             -
     Repayments  to  founding  stockholder                      -        (7,519)
     Proceeds  of  note  payable  from  affiliate         300,000             -
     Principal  payments  on  capital  lease
       obligations                                        (24,317)      (22,417)
                                                      -----------   -----------

     Net  cash  provided  by  (used  in)  financing
       activities                                         531,369       (24,936)
                                                      -----------   -----------

Net  increase  (decrease)  in cash                        (94,271)        5,494

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

Cash,  end  of  period                                $   369,836   $   198,245
                                                      ===========   ===========

Supplemental  Disclosures  of  Cash  Flow
  Information:
     Interest  paid                                   $    41,232   $     7,048
     Income  taxes  paid                              $         -   $         -
</TABLE>

            See accompanying notes to interim financial statements.

                                      F-5
<PAGE>
                            COLE COMPUTER CORPORATION
                NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                               September 30, 2002
                                  (Unaudited)


NOTE  1  -  PRESENTATION

The balance sheet of Cole Computer Corporation (the Company) as of September 30,
2002, and related statements of operations and cash flows for the interim period
ended September 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  nine  months ended September 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  -  AUTHORIZED  COMMON  STOCK

Although  the Company's shareholders have authorized 80,000,000 shares of common
stock,  the  Company's  state of incorporation (Nevada) would require additional
fees  of  approximately  $25,000  to  be  paid before the issuance of any shares
exceeding  25,000,000.

NOTE  3  -  PRODUCT  FINANCING  ARRANGEMENT  TRANSACTIONS

The Company had a product financing arrangement with a major supplier affiliated
with  the Company whereby inventory purchased from other third party vendors was
then  sold  to  the major supplier.  The Company, at its discretion, repurchased
inventory  from  the  major supplier for sale to its own customers.  The Company
was  under  no  contractual obligation to repurchase all inventories sold to the
major  supplier.  The  Company  specifically  identified  and  segregated  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 eliminated the revenue and costs
of  revenue related to these transactions from the statement of operations.  For
the  three and nine months ended September 30, 2002, $0 and $317,526 in revenues
and  costs  of  revenues,  were  eliminated  from  the  statement of operations,
respectively.  For  the three and nine months ended September 30, 2001, $939,146
and  $2,719,565  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  March 31, 2002, the warehousing agreement between a
subsidiary  of  this  major  vendor  and  Cole Computer expired, eliminating the
product  financing  arrangement  relationship  between  the  companies.  Cole
continues  to  utilize this supplier to acquire product as needed for its retail
operations.  Accordingly,  there were no revenues or costs that were required to
be  eliminated  from  the  Statement  of  Operations in accordance with SFAS 49.

In  January  2002,  the  Company  borrowed $300,000 from the formerly affiliated
company  and  supplier.  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  approximately  $278,000  due and payable on December 24, 2004.  At September
30,  2002, negotiations were underway to settle this note payable in conjunction
with  other  accounts  payable to and receivable from this company, which was no
longer  affiliated  with  Cole  Computer  Corporation.

                                      F-6
<PAGE>

In  September 2002, the Company began purchasing inventory from another supplier
now  affiliated  with  the  Company  as  discussed  in  Note  4.

NOTE  4  -  RELATED  PARTY  TRANSACTIONS

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.

Related  Supplier
-----------------

In  September  2002,  the  Company  began  purchasing  inventory  from an entity
controlled  by  a member of management.  Purchases of inventory from this entity
during  the three and nine months ended September 30, 2002 totaled approximately
$199,000.  Additionally,  the  financial  statements include accounts payable to
this  entity  of  approximately  $148,000  at  September  30,  2002.

Subsequent  to  September  30,  2002, the Company entered into an agreement with
this  entity.  The  agreement stipulates that this entity will provide inventory
to  the Company's various retail operations on a just-in-time basis, and perform
other  administrative  duties  related  to  inventory.  In  accordance with this
agreement,  this entity also agrees to provide the Company with a credit line of
$250,000 for inventory purchases.  In exchange for these duties, the Company has
agreed to pay a fixed rate over the entity's cost of inventory on all purchases.
This  agreement  will continue until cancelled by either party by 90 day written
notice.

Common  Stock
-------------

Following  his resignation effective August 30, 2002, the Company's former Chief
Executive  Officer  paid $110,000 for his right to receive one million shares of
Cole  Computer Corporation restricted common stock at a price of $0.11 per share
in  accordance  with  the Company's qualified executive stock option plan. These
options  were  immediately exercised by the former Chief Executive Officer. Also
following  his  resignation, 5,019,275 shares of the Company's restricted common
stock  were  placed  in  a voting trust proxied by the Company's Chairman of the
Board.  The  total  shares  held  by  the  trust  consist  of  3,019,275  shares
contributed by the Company's former Chief Executive Officer and 2,000,000 shares
contributed  by  the  Company's  former  Corporate Secretary and Director of the
Board.  Subject to other provisions of the trust agreement, these shares will be
held  by  the  trust  for  three  and  five years, depending on the terms of the
agreement.

In September 2002, the Company's Board of Directors approved the appointment and
employment  agreement  of  a  new  Chief  Executive  Officer.  As  part  of  the
employment  agreement,  the  newly appointed Chief Executive Officer was granted
1,000,000  shares of the Company's restriced common stock upon his acceptance of
the  terms  of  the employment agreement.  As a result, $140,000 of compensation
expense  has  been  recognized  in the Company's financial statements during the
three  and  nine  months  ended  September 30, 2002.  In addition, the new Chief
Executive  Officer  paid  $140,000  to   acquire  another  1,000,000  shares  of
restricted  common  stock  at  a  price of $0.14 per share.  The Company will be
placing  3,500,000  additional  shares  of the Company's restricted common stock
with  an  escrow  agent,  which  can be earned as performance based compensation
through  December  2006,  as  dictated  by specific provisions of the employment
agreement.  According  to  the terms of the employment agreement, this stock has
also  been  valued at $0.14 per share. Upon employment with the Company, the new
Chief  Executive  Officer  also  became eligible to participate in the Company's
qualified  executive  stock  option  plan.

On  August 31, 2002, the Company's Board of Directors authorized the issuance of
1,500,000  shares  of restricted common stock, which is being held in escrow, to
the  Chairman  of  the  Board  as

                                      F-7
<PAGE>

reimbursement  for  various  expenses  and  costs associated with the Chairman's
responsibilities to tend to certain business issues of the Company.  As a result
of  this  transaction,  $210,000  of  general  and  administrative expenses were
recognized  in  the  Company's  financial  statements  during the three and nine
months  ended  September  30,  2002.





















                                      F-8
<PAGE>
Item  2.  Management's  Discussion  &  Analysis

The  following  should  be  read  in conjunction with the consolidated financial
statements  and  the  related  notes  appearing elsewhere in this document. This
Report may include forward-looking statements made based on management's current
expectations  and  pursuant  to  the  safe  harbor  provisions  of  the  Private
Securities  Litigation  Reform Act of 1995.  These statements are not guarantees
of  future performance or actual outcomes and may differ materially from what is
expressed  or  forecasted.  The  Company  assumes  no obligation to update these
forward-looking  statements  to  reflect events that occur or circumstances that
exist after the date on which they were made. There are many factors that affect
the  Company's business, consolidated financial position, results of operations,
cash  flows  and  future  events  including  the factors discussed or referenced
below.

                                QUARTERLY RESULTS

Revenues for the three months ended September 30, 2002, decreased by $752,107 or
26% to $2,137,949 from $2,890,056 for the corresponding period of the prior year
due  primarily  to sales softness, economic conditions in the personal computing
industry,  competitive  factors,  pricing  pressures,  war  issues and U.S. wide
company  lay  offs, the closing of one retail outlet, and unavailable inventory.
In addition, the Longshoremen strike in California hampered delivery and delayed
shipment  of  product to our retail stores.  For the nine months ended September
30, 2002, revenues decreased $1,179,101 or 14% to $7,193,275 from $8,372,377 for
the  nine months ended September 30, 2001, for the reasons previously discussed.

The  Company  experienced  a  decrease in the cost of sales for the three months
ended September 30, 2002, of $620,459 or a 26% decrease compared with $2,375,716
for  the  three  months  ended  September  30,  2001.  Management attributes the
decrease  in cost of sales for the three months ended September 30, 2002, to the
decrease  in  retail  sales  for  reasons previously stated. For the nine months
ended  September  30,  2002.  Cost  of  sales  decreased  $1,013,620  or  15% to
$5,872,606  from  $6,886,226  for the nine months ended September 30, 2001.  The
decrease  in  cost of sales for the nine months ended September 30, 2002 was due
to  the  decrease  in  sales  for  the  reason  previously  stated.

Selling  expenses  for  the  three months ended September 30, 2002, decreased by
$23,954  or  8%  to  $281,921  from $305,875 for the corresponding period of the
prior  year.  The decrease is attributable to a decrease in advertising expense.
For the nine months ended September 30, 2002, selling expenses increased $87,067
or 10% to $991,046 from $903,979 for the corresponding period of the prior year.
The  increase  is  attributable  to  an  increase in rent and lease cancellation
expenses.

General  and  administrative  expenses  for the three months ended September 30,
2002,  increased  by  $448,574  or  277%  to  $610,258  from  $161,684  for  the
corresponding  period  of  the  prior year.  An increase in legal fees, expenses
associated  with  the  recruitment and hiring of a new CEO, cost associated with
closing  a  retail  store  and  other  costs  related to reducing the workforce,
including severance pay, and closing warehouse operations all contributed to the
increase  in  general and administrative expenses for the quarter.  For the nine
months  ending September 30, 2002, general and administrative expenses increased

                                      F-9
<PAGE>

$457,432  or  90%  to $967,713 from $510,281 for the corresponding period of the
prior  year.  The  increase  is  attributable to the reason previously discussed
above  and  will  put  the  company  in  a  better  position  in  2003.

For  the  three  months  ended September 30, 2002, the Company experienced a net
loss  of  $527,332  compared  to  a  net profit of $44,544 for the corresponding
period  of  the  prior  year  for reasons enumerated above.  For the nine months
ended  September  30, 2002, the Company recorded a net loss of $679,322 compared
to a net profit of $64,842 for the corresponding period of the previous year for
reasons  previously  discussed.

In  September,  Mr.  Brad  Cole, former Chief Executive Officer of Cole Computer
Corporation,  invested in Cole the amount of $110,000 for Cole restricted common
stock  that  Mr.  Cole  was  eligible  for  based  upon his participation in the
Company's  qualified  executive  stock  option  plan  as  previously  reported.

Also  in September, Mr. Dyon Tang was appointed by the Board of Directors as the
Company's  new  chief  executive  officer.  Mr.  Tang  is also the current chief
executive officer of DIT Incorporated, a private company out of Omaha, Nebraska,
that  builds  personal computers for the retail market. Mr. Tang is dividing his
time  between  both  companies  for  the  foreseeable  future.

Upon  joining Cole Computer Corporation, Mr. Tang made an investment of $140,000
based  on  the  stock close of $.14 of September 6, 2003, resulting in 1,000,000
shares  of  restricted COLV stock being issued September 26, 2002.  In addition,
Mr.  Tang received 1,000,000 shares of COLV restricted stock valued at the stock
close of $.14 September 6, 2003, in accordance with his employment contract with
Cole  Computer Corporation as previously reported.  This date being preselected,
in  accordance with his contract with Cole, Mr. Tang is also eligible to earn up
to  3.5  million  shares of Cole common stock based upon established performance
and  profitability  measures.  At  a  minimum, this compensation package will be
over  a  three-year/twelve  quarter  period  or  longer.

As  part  of the company's attempt to pay down or pay off past debt, the company
has and is negotiating with various individuals and vendors to accept Cole stock
verses  cash  payments.  These  negotiations  are  ongoing

These  negotiations  included  various  out-of-pocket  costs and travel expenses
incurred  by  Dr.  S. F. Hartley, Chairman of the Board of Directors of Cole, to
attend  to  emergency  business  issues  of  Cole Computer Corporation from 1997
through  June  30, 2002, as well as earnings forfeited due to the forced closing
of his medical practice in Houston, Texas, during this time period for attending
or  handling  emergency Cole business matters.  These expenses were presented to
the  Company  by  Dr.  Hartley in conjunction with the annual shareholders/board
meeting  in July, 2002 (the meetings were canceled due to a lack of a quorum and
other  legal  matters).  Dr. Hartley agreed to settle all past expenses prior to
June  30,  2002,  for  $210,000, which is included in general and administrative
expenses  for  the  quarter  ended  September  30,  2002,  and  agreed to accept
1,500,000  shares  of Cole common stock as payment.  This stock was issued based
on the stock close $.14 of September 6, 2002, as previously reported.  This date

                                      F-10
<PAGE>

being  chosen  at  the  Board  meeting  held  in  August  with the further Board
direction that the stock would be held in escrow until all records were reviewed
by  the chief financial officer and/or company auditors, and their evaluation is
completed.

During  the  quarter,  the Company closed one underperforming retail location in
Sands  Springs,  Oklahoma.   In  addition,  the  Company  closed  its  warehouse
operations  and  decentralized  its  assembly functions, which will result in an
expense  reduction  of approximately $500,000 annually. In addition, the Company
has  relocated  one retail  operation into a larger facility which will, for the
time  being, serve as the Cole corporate offices. This retail outlet will become
the  store model and standard for all of Cole's future stores. The Grand Opening
will  be  November 23, 2002, at 5577 Northwest Expressway, Oklahoma City, 73132,
and  the  store  has  been  open  and  operational  since  November  1,  2002.

Lasertech  Computer Distributor,  Inc.  is  still  a  supplier  of Cole Computer
Corporation and will remain so for the foreseeable future.  Cole, however, is no
longer  using  Lasertech as its major supplier and currently is negotiating with
Lasertech for credits owed to Cole in several areas and for Lasertech to make an
investment  in  Cole.  The Company expects to complete these negotiations by the
end  of  2002.

DIT  Incorporated,  through the Cole/DIT agreement, is now the major supplier of
product  to Cole.  DIT is providing a just-in-time/warehouse operation dedicated
to Cole at DIT's most favorable pricing (average cost of products to DIT).  This
should reduce administrative costs through more efficient operations and lead to
improved  profitability  in  the  future.

During the previous quarter of 2002, management announced that the Company would
continue  its  efforts  to  increase  sales  through continued training of sales
personnel,  providing  quality  products  and  continued  emphasis  on  reducing
overhead.  The company has accomplished much of this and will continue to do so.
The  closing  of  the  warehouse,  moving  the  corporate  offices and workforce
reductions  are examples of the company's commitment to attaining and sustaining
profitability.  The  Company  intends  to  continue  an aggressive value pricing
strategy  and  has  established a new compensation plan for all sales personnel,
which  was  voted  on  and  favorably  received  by  Cole  personnel.

             FACTORS AFFECTING THE COMPANY'S BUSINESS AND PROSPECTS

There are numerous factors that affect the Company's business and the results of
its  operations. These factors include general economic and business conditions;
the  level  of  demand  for  the  Company's products and services; the level and
intensity  of  competition  in the technology industry and the pricing pressures
that  have resulted; the ability of the Company to timely and effectively manage
periodic  product  transitions,  as well as component availability and cost; the
ability  of  the  Company  to  manage  its  inventory  levels to minimize excess
inventory,  declining  inventory  values  and  obsolescence;  the  product,  and

                                      F-11
<PAGE>

customer  and  geographic  sales   mix  of  any  particular  period.   Cole  has
encountered  aggressive  competition from numerous and varied competitors in all
areas  of  our  business,  and  we compete primarily on the basis of technology,
performance,  price, quality, reliability, brand, distribution, customer service
and  support.

Further,  Cole may have to continue to lower the prices of many of our products,
services  and  support  to  stay  competitive,  while at the same time trying to
maintain   or   improve   revenue  and  gross  margins.    Cole  is  working  to
proportionately  decrease  our cost structure in response to competitive pricing
pressures,  which  the  Company  expects   will  result  in  minimal  impact  on
profitability.  Because  of  these factors, as well as other variables affecting
our  operating  results,  past  financial performance should not be considered a
reliable  indicator  of  future  performance  and  any  investors should not use
historical  trends  to  anticipate results or trends in future periods; however,
Cole  management is very  positive   about  Cole's  future.  Cole's  efforts  to
streamline  operations and reduce costs in 2002 should increase profitability in
2003  for  the  Company  and  its  shareholders.












                                      F-12
<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

          CONTROLS  AND  PROCEDURES

          Cole  Computer Corporation under the direction of its Audit Committee,
          Cole's  Chief  Executive  Officer, President, Executive Vice President
          Law  and  Corporate Affairs, and Cole's Chief Financial Officer has in
          existence  various  disclosure  controls  and  procedures  designed to
          insure  that information required to be disclosed by Cole's reports is
          filed  or  submitted  under the Securities Exchange Act of 1934 and is
          recorded,  processed,  summarized and reported within the time periods
          specified  by  SEC's  rules  and  forms.  The  disclosure controls and
          procedures  are  also  intended  to  insure  that  such information is
          accumulated  and communicated to Cole's Board and management including
          Cole's Chief  Executive  Officer, President, Executive Vice President,
          Law  and  Corporate Affairs and Chief Financial Officer as appropriate
          to  allow  timely  decisions  regarding  required  disclosures.

          Cole  performed a review and evaluation of its disclosure controls and
          procedures during the preparation of Quarterly Reports and the outside
          auditor/annual  review.  The  current  review is ongoing, and the last
          review  was  prepared  approximately  ninety  (90) days ago during the
          previous  Quarterly  review's preparation and reporting (as defined in
          Rule  13a-14(c)  under  the Securities Exchange Act of 1934) under the
          supervision  and  with  the  participation of management that included
          Cole's  Chief  Executive  Officer, President, Executive Vice President
          Law  and  Corporate  Affairs  and  Chief Financial Officer. Based upon
          their  evaluation and an outside auditors report that was  provided to
          the  audit  committee,  the  Chairman,  the  Chief  Executive Officer,
          President,  Executive  Vice  President  Law and Corporate Affairs, and
          Chief  Executive  Officer  concluded  Cole's  disclosure  controls and
          procedures  are  in effect as of the date of this 10-Q Form and are in
          compliance  with  Section  302  of  the Sarbanes-Oxley Act of 2002 (18
          U.S.C.  Section 1350). The Chief Executive Officer and Chief Financial
          Officer  have  executed  certifications  included in this 10-Q Form as
          required.  As  of  the date of this Form 10-Q, there have not been any
          significant  changes  in  Cole's internal controls or in other factors
          that  could significantly affect these controls subsequent to the date
          of  their  evaluation.    No  significant   deficiencies  or  material
          weaknesses  in   such  internal  controls   were   identified  in  the
          evaluation, and as a consequence, no corrective action was required to
          be taken.

ITEM  6:  Exhibits and Reports on Form 8-K

          Current  Report  on Form 8-K filed on September 4, 2002 related to the
          resignation  of  Homer  Cole as a member of the Board of Directors and
          Chief  Executive  Officer  of  Cole  Computer  Corporation.

          Current  Report  on Form 8-K filed on September 4, 2002 related to the
          resignation  of  Cynthia  Cole  as Director and Corporate Secretary of
          Cole  Computer  Corporation.

          Current  Report on Form 8-K filed on September 13, 2002 related to the
          appointment  of  Dyon  Tang as the new Chief Executive Officer of Cole
          Computer  corporation  and  the  issuance  of  1.5  million  shares of
          restricted  Cole  Computer Corporation common stock to the Chairman of
          the  Board  of Directors.

          Current  report  on Form 8-K filed on September 18, 2002 regarding the
          sales  of  restricted  Cole  Computer  Corporation common stock to the
          company's  current  and former Chief Executive Officer and the signing
          of  a  letter  of intent to form a joint venture between Cole Computer
          Corporation  and  DIT,  Inc.

          Current  Report  on Form 8-K filed on September 27, 2002 regarding the
          issuance  of  restricted Cole Computer Corporation common stock to the
          company's  Chief  Executive  Officer in accordance with his employment
          agreement.

                                      F-13
<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:  November 19, 2002

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









                                      F-14

<PAGE>

                                  CERTIFICATION
                           PURSUANT TO SECTION 13a-14
                OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED


I  Dyon  Tang  certify  that:

     1.  I  have  reviewed  this  quarter report on Form 10-QSB of Cole Computer
Corporation.

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements made, in light of circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period covered by this quarterly
report;  and

     3.  Based  on  my  knowledge,  the financial statements and other financial
information  included  in  this  quarter  report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report.

     4.  The  registrant's  other  certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  for  the  registrant  and  have:

          (a)  designed  such  disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is  made known to us by other within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared:

          (b)  evaluated  the  effectiveness  of  the  registrant's  disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  during  the  last  quarterly  filing);  and

          (c)  presented  in  this  quarterly  report  our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date:

     5.  The  registrant's other certifying officers and I have disclosed, based
on  our  most  recent  evaluation  to  the  registrant's  auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  function):

          (a)  all  significant  deficiencies  in  the  design  or  operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

          (b)  any  fraud,  whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.  The registrant's other certifying officers and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


                                          /s/Dyon Tang
Date:  November 19, 2002                  --------------------------------------
                                          Dyon  Tang,  Chief  Executive  Officer


                                      F-15
<PAGE>
                                  CERTIFICATION
                           PURSUANT TO SECTION 13a-14
                OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED


I  Eddy  Littlejohn  certify  that:

     1.  I  have  reviewed  this  quarter report on Form 10-QSB of Cole Computer
Corporation.

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements made, in light of circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period covered by this quarterly
report;  and

     3.  Based  on  my  knowledge,  the financial statements and other financial
information  included  in  this  quarter  report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report.

     4.  The  registrant's  other  certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  for  the  registrant  and  have:

          (a)  designed  such  disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is  made known to us by other within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared:

          (b)  evaluated  the  effectiveness  of  the  registrant's  disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  during  the  last  quarterly  filing);  and

          (c)  presented  in  this  quarterly  report  our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date:

     5.  The  registrant's other certifying officers and I have disclosed, based
on  our  most  recent  evaluation  to  the  registrant's  auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  function):

          (a)  all  significant  deficiencies  in  the  design  or  operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

          (b)  any  fraud,  whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.  The registrant's other certifying officers and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


                                          /s/Eddy Littlejohn
Date:  November 19, 2002                  --------------------------------------
                                          Eddy Littlejohn, Chief Financial
                                            Officer


                                      F-16

<PAGE>


                    CERTIFICATION PURSUANT TO 18 U.S.C. 1350
         (As adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002)

     For  the  Quarterly  Report of Cole Computer Corporation on Form 10-SQB for
the  period  ending  September 30, 2002, the undersigned Chief Executive Officer
and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C.
1350,  as adopted pursuant to  906 of the Sarbanes-Oxley Act of 2002, that based
on  their  knowledge:
(i)     the  Report  fully  complies  with  the requirements of Section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934,  and
(ii)     the  information  contained  in  the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company  as  of  and  for  the  periods  covered  in  the  Report.


Dated:  November 19, 2002


/s/Dyon Tang
--------------------------------------
Dyon  Tang,  Chief  Executive  Officer



/s/Eddy Littlejohn
--------------------------------------------
Eddy  Littlejohn,  Chief  Financial  Officer















                                      F-17