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 June 30, 2003
                                       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)(IRS Employer Identification No.)

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

                                 (405) 721-7600
                          ---------------------------
                          (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,  2003  19,387,400  shares  of, Common Stock of the issuer were
outstanding,  4,000,000  of  which  were  held  in  treasury  by  Cole  Computer
Corporation.

Transitional  Small  Business  Disclosure  Format  (Check  one):  Yes [ ] No [X]








<PAGE>

                            COLE COMPUTER CORPORATION
                                  FORM 10-QSB

                                     INDEX

                         Part I - Financial Information

Item 1.     Financial Statements (Unaudited)                                   1

Item 2.     Management's  Discussion  and  Analysis                            8


Item 3:     Controls and Procedures                                           10





                          Part II - Other Information


Item 6:     Exhibits and Reports on Form 8-K                                  11

            Signatures                                                        11

























<PAGE>
                            COLE COMPUTER CORPORATION
                                  BALANCE SHEET
                                  June 30, 2003
                                    Unaudited

                                     ASSETS

<TABLE>
<CAPTION>
Current  assets:
<S>                                                                <C>
  Cash                                                             $     88,073
  Accounts  receivable  -  trade,  net  of  allowance  for
    doubtful  accounts  of  $5,000                                       73,202
  Accounts  receivable  -  other                                         19,345
  Product  warranty receivable, net of allowance of $22,000              15,918
  Inventory                                                             262,944
  Prepaid  expenses                                                      38,072
                                                                   ------------
      Total  current  assets                                            497,554
                                                                   ------------

Property  and  equipment,  less  accumulated
  depreciation  of  $317,634                                            175,771
                                                                   ------------

Other  assets:
  Deposits                                                                  400
                                                                   ------------

      Total  other  assets                                                  400
                                                                   ------------

      Total  Assets                                                $    673,725
                                                                   ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current  liabilities:
  Notes  payable                                                   $    102,900
  Current  portion  of  long-term  debt  and  capital  lease
    obligations                                                          72,523
  Accounts  payable  -  affiliate                                       486,344
  Accounts  payable  -  other                                            90,243
  Accrued  expenses                                                     123,851
                                                                   ------------

          Total  Current  Liabilities                                   875,861
                                                                   ------------

Long-term  debt:
  Note  payable  to  affiliate                                          338,272
  Long-term  debt  and  capital  lease  obligations,
    net  of  current  portion  shown  above                              51,003
                                                                   ------------

                                                                        389,275
                                                                   ------------

      Total  Liabilities                                              1,265,136
                                                                   ------------

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,  19,387,400
    shares  issued  and  outstanding                                     19,387
  Paid  in  capital                                                   2,828,321
  Deficit                                                            (3,435,119)
  Less:  treasury  stock,  4,000,000  shares at cost                     (4,000)
                                                                   ------------

      Total  Stockholders'  (Deficit)                                  (591,411)
                                                                   ------------

Total  Liabilities  and  Stockholders'  Equity  (Deficit)          $    673,725
                                                                   ============
</TABLE>


            See accompanying notes to interim financial statements.

                                        1
<PAGE>

                            COLE COMPUTER CORPORATION
                          STATEMENTS OF INCOME (LOSS)
        For the Three Months and Six Months Ended June 30, 2003 and 2002
                                    Unaudited

<TABLE>
<CAPTION>
                              Three Months Ended           Six Months Ended
                              2003          2002          2003          2002
                         ------------   -----------   -----------   -----------
<S>                      <C>            <C>           <C>           <C>
REVENUES                 $    974,599   $ 1,950,105   $ 2,615,933   $ 4,737,802

COST  OF  SALES               818,770     1,552,797     2,160,088     3,799,825
                         ------------   -----------   -----------   -----------

      GROSS  MARGIN           155,829       397,308       455,845       937,977
                         ------------   -----------   -----------   -----------

Costs  and  expenses:
  Selling  expenses           200,102       325,662       466,131       709,125
  General and
    administrative            110,975       208,632       298,727       357,455
  Interest  expense            11,321        16,094        21,980        23,387
                         ------------   -----------    ----------   -----------

      Total  expenses         322,398       550,388       786,838     1,089,967
                         ------------   -----------    ----------   -----------

Income  (loss)  before
  income  taxes              (166,569)     (153,080)     (330,993)     (151,990)
                         ------------   -----------    ----------   -----------

Income tax expense
  (benefit):
  Income  tax  expense              -             -             -             -
  Income  tax  (benefit)            -             -             -             -
                         ------------   -----------   -----------   -----------

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

Net  income  (loss)      $   (166,569)  $  (153,080)  $  (330,993)  $  (151,990)
                         ============   ===========   ===========   ===========

Earnings  per  share:

  Basic  and  diluted
    income  (loss)       $      (0.01)  $     (0.01)  $     (0.02)  $     (0.01)
                         ============   ===========   ===========   ===========

Weighted  average
  shares  outstanding      19,387,400    16,037,400    19,387,400    15,999,900
                         ============   ===========   ===========   ===========
</TABLE>

            See accompanying notes to interim financial statements.


                                        2
<PAGE>
                            COLE COMPUTER CORPORATION
                            STATEMENTS OF CASH FLOWS
                For the Six Months Ended June 30, 2003 and 2002
                                    Unaudited


<TABLE>
<CAPTION>
                                                         2003          2002
                                                      -----------   -----------
Cash  Flows  from  Operating  Activities:
<S>                                                   <C>           <C>
  Net income (loss)                                   $ (330,993)   $ (151,990)
  Adjustments  to  reconcile  net  income  to  net
    cash  (used  in)  operating  activities:
    Depreciation                                          46,071        48,810
    Provision for bad debts                               22,000         5,000
    Stock issued for compensation                              -        14,500
    Stock issued for services                                  -         7,250
  Change  in  cash  from  operating  assets
    and  liabilities:
    Accounts receivable-trade                             32,598        16,696
    Accounts receivable-affiliate                              -        21,625
    Accounts receivable-other                             (4,060)       35,507
    Product warranty receivable                            8,057       (12,668)
    Inventory                                             97,695       278,797
    Other current assets                                   9,203         2,012
    Accounts payable                                     (44,407)     (880,890)
    Accounts payable-affiliate                           194,700       (68,043)
    Accrued expenses                                     (28,692)      (26,658)
                                                      ----------    ----------
Net cash provided by (used in) operating activities        2,172      (710,052)
                                                      ----------    ----------

Cash  Flows  from  Investing  Activities:
  Purchase of equipment                                   (2,981)       (7,547)
  Payment  for  deposits                                    (400)            -
                                                      ----------    ----------

Net cash (used in) investing activities                   (3,381)       (7,547)
                                                      ----------    ----------

Cash  Flows  from  Financing  Activities:
  Proceeds from notes payable-affiliate                        -       300,000
  Proceeds of loan from director                               -        12,900
  Principal  payments  on  notes and
    capital leases payable                               (56,936)      (19,413)
                                                      ----------    ----------

Net cash provided by (used in) financing activities      (56,936)      293,487
                                                      ----------    ----------

Net change in cash                                       (58,145)     (424,112)

CASH, beginning of period                                146,218       464,107
                                                      ----------    ----------

CASH, end of period                                   $   88,073    $   39,995
                                                      ==========    ==========

Supplemental  Disclosures  of  Cash
  Flow  Information:
    Interest  paid                                    $   20,439    $   23,387
</TABLE>


            See accompanying notes to interim financial statements.


                                        3
<PAGE>

                            COLE COMPUTER CORPORATION
                NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2003
                                  (Unaudited)

NOTE  1  -  PRESENTATION

The  balance  sheet  of  Cole  Computer Corporation (the Company) as of June 30,
2003,  and  related  statements  of  operations  and  cash flows for the interim
periods  ended  June  30,  2003  and  2002  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, 2003, 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,  2002,  Form  10-KSB.

NOTE  2  -  GOING  CONCERN

The  accompanying  financial  statements were prepared assuming the Company is a
going  concern.  For  the  three and six months ended June 30, 2003, the Company
incurred  losses  of  $(166,569)  and  $(330,993)  respectively,  had  a working
capital  deficit  of $(378,307), and had a deficit  net  worth  of $(591,411) as
of  June  30, 2003.  This gives substantial doubt about the Company's ability to
continue  as  a  going concern.  The financial statements  do  not  include  any
adjustments  relating  to  the  recoverability  and classification  of  recorded
assets,  or  the  amounts  and  classification  of  liabilities  that  might  be
necessary  in  the  event  the  Company  cannot  continue  in  existence.

In  view  of  these matters, realization of a major portion of the assets in the
accompanying  balance  sheet  is  dependent  upon  continued  operations  of the
Company,  which  in  turn  is  dependent  upon the Company's ability to meet its
financing  requirements,  and  the success of its future operations.  Management
believes  that  actions  presently being taken to revise the Company's operating
and  financial  requirements provide the opportunity for the Company to continue
as  a  going  concern.

NOTE  3  -  RETAIL  STORES  -  CLOSINGS  AND  AGREEMENTS

Late  in  the  first  quarter of 2003, the Company closed three under-performing
stores.  Inventory  and  certain depreciable assets were removed from the stores
and  transferred  to  other  remaining  stores.

Effective  April  1, 2003, the Company entered into a contractual agreement with
the owner of two retail stores which had previously been jointly operated by the
Company  and  this  owner.  In  accordance with the terms of this agreement, the
Company  is  providing  the  owner  with  $20,000  of  inventory  per  store. In
addition,  the Company  receives a commission of 8% of the retail sales price of
inventory  sold.  Any inventory purchased by the owner in excess of $20,000 will
have  terms  of  net  five  days.

                                        4
<PAGE>

NOTE  4  -  RELATED  PARTY  TRANSACTIONS

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

The  Company  purchases  inventory  from  an  entity  controlled  by a member of
management  and  the board of directors. Purchases of inventory from this entity
during the three months and six months ended June 30, 2003 totaled approximately
$619,071  and  $1,831,235,  respectively. Additionally, the financial statements
include  accounts  payable  to  this  entity  of  $486,344  at  June  30,  2003.

The  supply  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  which  is included in the $486,344 accounts
payable  due  that  entity.  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
-------------

Included  in  accrued  liabilities  is  an amount of $22,500 attributable to the
compensation  provisions  of  the executive contract between the Company and the
chief  executive officer.  This amount is due to the accrual of the compensation
amount  for  500,000  shares of common stock that are issuable under a provision
related  to  profitability for the fourth quarter of 2002.  As of June 30, 2003,
these  shares  have  not  been  issued.

Note  5  -  COMMON  STOCK  OPTIONS

As  of  June  30, 2003, the Company has a stock-based compensation plan which is
described  below.  The  Company  applies  APB  25 and related interpretations in
accounting  for its plan.  Compensation for services that a corporation receives
under  APB  25  through stock-based compensation plans should be measured by the
quoted  market  price  of  the stock at the measurement date less the amount, if
any,  that  the  individual  is  required  to  pay.  No compensation expense was
recorded  during  the  three  months and six months ended June 30, 2003 and 2002
related  to  its  stock  option  plan  under   APB  25.   If  the  Company   had
elected to recognize compensation based on the fair value of the options granted
at the grant date as prescribed  by "Statement of Financial Accounting Standards
No. 123 ("SFAS 123") Accounting  for  Stock-Based  Compensation",  net  earnings
and  net  earnings  per  share  would have decreased the pro forma amounts shown
below  for  the  three  months and six months ended  June  30,  2003  and  2002.


                                        5
<PAGE>

<TABLE>
<CAPTION>
                                       3  Months  Ended      6  Months  Ended
                                           June  30              June  30
                                  ----------------------  ----------------------
                                      2003       2002        2003        2002
                                  ----------  ----------  ----------  ----------
Net earnings (loss) applicable
<S>                               <C>         <C>         <C>         <C>
  to  shareholders                $(166,569)  $(153,080)  $(330,993)  $(151,990)

Deduct:  Total  stock-based
  compensation  expense
  determined under fair value
  based method for all awards,
  net of related tax effects         (2,265)     (1,328)     (4,530)     (2,655)
                                  ---------   ---------   ---------   ---------
Pro forma net earnings (loss)     $(168,834)  $(154,408)  $(335,523)  $(154,645)
                                  =========   =========   =========   =========

Earnings  per  share:
  Basic-as  reported              $   (0.01)  $   (0.01)  $   (0.02)  $   (0.01)
                                  =========   =========   =========   =========

  Basic-pro  forma                $   (0.01)  $   (0.01)  $    (0.02) $   (0.01)
                                  =========   =========   ==========  =========

  Diluted-as  reported            $   (0.01)  $   (0.01)  $    (0.02) $   (0.01)
                                  =========   =========   ==========  =========

  Diluted-pro  forma              $   (0.01)  $   (0.01)  $    (0.02) $   (0.01)
                                  =========   =========   ==========  =========
</TABLE>


The  fair value of each option grant is estimated on the date of the grant using
the  Black-Scholes  option pricing model with the following assumptions used for
grants:  weighted  average  risk free interest rate of 3.74%; no dividend yield;
volatility  of  60%;  and  expected  life of five years.  The fair values of the
options  were  based on the difference between the present value of the exercise
price  of  the  option  and  the estimated fair value price of the common share.

The  intent  of the Black-Scholes option valuation model is to provide estimates
of fair values of traded options that have no vesting restrictions and are fully
transferable.  Option  valuation  models  require  the  use of highly subjective
assumptions including expected stock price volatility.  The Company has utilized
the  Black-Scholes  method  to  produce the pro forma disclosures required under
SFAS 123.  In management's opinion, existing valuation models do not necessarily
provide  a  reliable  single  measure  of  the  fair value of its employee stock
options  because  the  Company's   employee  stock  options  have  significantly
different  characteristics  from  those of traded options and because changes in
the  subjective input assumptions can materially affect the fair value estimate.
The  effects  of applying SFAS 123 in the pro forma are not indicative of future
amounts.

The  Company  established a stock option plan effective September 1, 2001, which
allows  current  (and  certain  former) employees, officers and directors of the
Company  to  acquire  shares of the Company's authorized common stock.  The plan
offers  participants an option to purchase shares of the Company common stock at


                                        6
<PAGE>

a  fixed  price  of  $.11 per share for a period of five years from the date the
options  are  granted  the  plan.  The  number  of  shares  available  to  each
individual  is  determined  by  the  length  of service to and position with the
Company,  including service with the  Company's predecessor company, ESCI, up to
the date of the plan.  The Board of  Directors,  upon  giving  90  days  notice,
reserves  the  right  to modify or discontinue  the  plan  based  upon  business
necessity.





























                                        7
<PAGE>

Item  2.  Management's  Discussion  &  Analysis

The  discussion and analysis contained herein should be read in conjunction with
the  preceding  financial  statements  and  the  information  contained  in  the
Company's  Form  10-QSB. Except for the historical information contained herein,
the  matters  discussed  in  this Form 10-QSB contain forward looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities  Litigation  Reform Act of 1995, including, among others (i) expected
changes  in  the  Company's  revenues  and  profitability,  (ii)  the effects of
cost-reduction  measures,  (iii) prospective business opportunities and (iv) the
Company's  strategy  for  improving  and funding its business, that are based on
management's  beliefs  and  assumptions,  current  expectations,  estimates, and
projections.  Statements  that  are  not  historical  facts,  including, without
limitation,  statements which are preceded by, followed by, or include the words
"believes,"  "anticipates,"  "plans,"  "expects,"  "may,"  "should"  or  similar
expressions  are  forward-looking  statements.  Many  of  the  factors that will
determine  the Company's future results are beyond the ability of the Company to
control or predict. These statements are subject to risks and uncertainties and,
therefore, actual results may differ materially. All subsequent written and oral
forward-looking statements attributable to the Company, or persons acting on its
behalf,  are  expressly   qualified  in  their  entirety   by  these  cautionary
statements.  The  Company disclaims any obligation to update any forward-looking
statements  whether as a result of new information, future events, or otherwise.

Important  factors  may  include,  but  are  not limited to: the risk of intense
competition  by  much  larger  companies, the inability of the Company to insure
adequate  capital  resources,  limited sources for inventory, as well as general
market conditions, labor and pricing, and other risks detailed from time to time
in  the  Company's  SEC reports, copies of which are available upon request from
the  Company.

                       QUARTERLY AND YEAR-TO-DATE RESULTS

Revenues  for  the  three  months  ended June 30, 2003, decreased by $975,506 or
50%  to  $974,599 from $1,950,105 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, company lay offs,
the  closing   or  restructuring  of  five   retail  outlets,  and   unavailable
inventory.   For  the  six  months  ended  June  30,  2003,  revenues  decreased
$2,121,869,  or  45%,  to  $2,615,983  from  $4,737,802 due to the same reasons.

The  Company  experienced  a  decrease in the cost of sales for the three months
ended  June  30,  2003,  of  $734,027  or  a  47%  decrease  from  $1,552,797 to
$818,770.  Management  attributes  the  decrease  in cost of sales for the three
months  ended  June  30,  2003,  to  the  decrease  in  retail sales for reasons
previously  stated.  For  the  six  months  ended  June  30,  2003 cost of sales
decreased  $1,639,737,  or  43%,  to  $2,160,088 from $3,799,825, due to reasons
previously  stated.

Selling expenses for the three months ended June 30, 2003, decreased by $125,560
or 39% to $200,102 from $325,662 for the corresponding period of the prior year.
The  decrease  is  primarily  attributable to a decrease in advertising, outside
services, and contract labor expenses, due to cost reduction measures. Reduction



                                        8
<PAGE>

in  wages,  rent, and utilities also contributed significantly to this decrease,
primarily due to the closing or restructuring of five retail stores. For the six
months  ended  June  30, 2003, selling expenses decreased $242,994, or 34%, from
$709,125  to  $466,131,  due  principally  to  the  same  reasons.

General  and  administrative  expenses for the three months ended June 30, 2003,
decreased  by  $97,657  or  47%  to $110,975 from $208,632 for the corresponding
period  of  the  prior  year.  A decrease in legal fees, travel costs, telephone
costs , and costs associated with the reduction of the workforce all contributed
to  the decrease in general and administrative expenses for the quarter. For the
six  months ended June 30, 2003, general administrative costs decreased $58,728,
or  16%,  from  $357,455  to  $298,727 due to the same factors that impacted the
quarter  ended  June  30,  2003.

For  the three months ended June 30, 2003, the Company experienced a net loss of
$(166,569)  compared to a net loss of $(153,080) for the corresponding period of
the  prior  year for reasons enumerated above. For the six months ended June 30,
2003,  the  Company experienced a net loss of $(330,993), compared to a net loss
of  $(151,990)  for  the  corresponding period of the previous year. Late in the
first  quarter,  the  Company  closed  three underperforming retail locations in
Edmond, Oklahoma, Norman, Oklahoma, and Springdale, Arkansas. These closings led
to  a  reduction  in revenue, and any savings associated with these closings was
realized  in  the  second  quarter  of  2003.

DIT  Incorporated,  through  the  Cole/DIT  agreement,  is the major supplier of
product  to  Cole. DIT is providing a just-in-time/warehouse operation dedicated
to  Cole,  with pricing at average cost of products to DIT. This should continue
to  reduce  administrative  costs  through more efficient operations and lead to
potential  profitability  in  the  future.

During  the  previous year, 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
aforementioned  changes  are  continuing examples of the Company's commitment to
attaining  and  sustaining  profitability.  The  Company  intends to continue an
aggressive  value  pricing strategy while evaluating our competition to maximize
profit  margins.

















                                        9
<PAGE>

             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 manage its inventory levels to
minimize  excess  inventory,  declining  inventory  values and obsolescence. The
Company  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,  the  Company  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. 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.


Item  3.  -  Controls  and  Procedures

As  of  the  end  of the period covered by this report, the Company conducted an
evaluation,  under  the  supervision and with the participation of the principal
executive  officer  and principal financial officer, of the Company's disclosure
controls  and  procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the  principal  executive officer and principal financial officer concluded that
the  Company's  disclosure  controls and procedures are effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits  under  the Exchange Act is recorded, processed, summarized and reported
within  the  time  periods specified in Securities and Exchange Commission rules
and  forms. There was no change in the Company's internal control over financial
reporting  during  the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal  control  over  financial  reporting.














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<PAGE>

PART  II  -  OTHER  INFORMATION


ITEM  6:  Exhibits  and  Reports  on  Form  8-K

(a)  Exhibits

     Exhibit  No.     Description  of  Exhibit
     31               Rule  13a-14(a)  Certification
     31.1             Rule  13a-14(a)  Certification
     32               Section  1350  Certification

(b)  Reports  on  Form  8-K

     None


                                   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  19,  2003

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





















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