SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

     For the quarterly period ended June 30, 2000

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934.

     For the transition period from __________ to __________

                        Commission file number 000-25277

                       PACIFIC MAGTRON INTERNATIONAL CORP.
             (Exact Name of Registrant as Specified in Its Charter)

             Nevada                                              88-0353141
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

               1600 California Circle, Milpitas, California 95035
                    (Address of Principal Executive Offices)

                                 (408) 956-8888
              (Registrant's Telephone Number, Including Area Code)

     Indicate by check mark X whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant has required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

                      Applicable Only to Corporate Issuers

                    Common Stock, $0.001 par value per share:
           10,100,000 shares issued and outstanding at August 14, 2000

<PAGE>
Part I. - Financial Information

     Item 1. - Consolidated Financial Statements

               Consolidated balance sheets as of June 30, 2000
               (Unaudited) and December 31, 1999                             1-2

               Consolidated statements of income for the three months and
               six months ended June 30, 2000 and 1999 (Unaudited)             3

               Consolidated statements of cash flows for the six months
               ended June 30, 2000 and 1999 (Unaudited)                        4

               Notes to consolidated financial statements                   5-10

     Item 2. - Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         11-16

     Item 3. - Quantitative and Qualitative Disclosures About Market Risk     16

Part II - Other Information

     Item 2. - Changes in Securities and Use of Proceeds                      17

     Item 4. - Submission of Matters to a Vote of Security Holders            17

     Item 6. - Exhibits and Reports on Form 8-K                               17

Signature
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                           CONSOLIDATED BALANCE SHEETS


                                                       June 30,     December 31,
                                                         2000          1999
                                                      -----------   -----------
                                                      (Unaudited)
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                           $ 4,267,600   $ 4,416,300
  Accounts receivable, net of allowance for
    doubtful accounts of $150,000 at each date          6,954,700     6,608,600
  Inventories                                           4,201,800     3,811,200
  Prepaid expenses and other current assets               501,900        64,800
  Notes and interest receivable from shareholders         228,100       223,600
  Deferred income taxes                                    96,600        96,600
                                                      -----------   -----------

TOTAL CURRENT ASSETS                                   16,250,700    15,221,100

PROPERTY, PLANT AND EQUIPMENT, net                      4,546,400     4,625,900

INVESTMENT IN RISING EDGE                                 500,000            --

INVESTMENT IN CLICKREBATES                                250,000            --

INVESTMENT IN LEA PUBLISHING                                   --       250,000

DEPOSITS AND OTHER ASSETS                                  90,600       592,000
                                                      -----------   -----------

                                                      $21,637,700   $20,689,000
                                                      ===========   ===========

          See accompanying notes to consolidated financial statements.

                                        1
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                           CONSOLIDATED BALANCE SHEETS


                                                       June 30,     December 31,
                                                         2000          1999
                                                      -----------   -----------
                                                      (Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of notes payable                    $    49,300   $    47,300
  Floor plan inventory loans                            2,573,100     1,482,900
  Accounts payable                                      5,582,900     5,811,600
  Accrued expenses payable                                200,200       272,600
                                                      -----------   -----------

TOTAL CURRENT LIABILITIES                               8,405,500     7,614,400

NOTES PAYABLE, less current portion                     3,312,400     3,337,600

DEFERRED INCOME TAXES                                       1,000         1,000
                                                      -----------   -----------

TOTAL LIABILITIES                                      11,718,900    10,953,000
                                                      -----------   -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Preferred stock, $0.001 par value; 5,000,000
    shares authorized; no shares issued and
    outstanding                                                --            --

  Common stock, $0.001 par value; 25,000,000
    shares authorized; 10,100,000 shares issued
    and outstanding at June 30, 2000 and
    December 31, 1999                                      10,100        10,100
  Additional paid-in capital                            1,463,100     1,463,100
  Retained earnings                                     8,445,600     8,262,800
                                                      -----------   -----------

TOTAL SHAREHOLDERS' EQUITY                              9,918,800     9,736,000
                                                      -----------   -----------

                                                      $21,637,700   $20,689,000
                                                      ===========   ===========

          See accompanying notes to consolidated financial statements.

                                        2
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                        CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                            Three Months Ended              Six Months Ended
                                                                 June 30,                       June 30,
                                                       ----------------------------    ----------------------------
                                                           2000            1999            2000            1999
                                                       ------------    ------------    ------------    ------------
                                                        (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
<S>                                                    <C>             <C>             <C>             <C>
SALES                                                  $ 21,984,300    $ 24,042,400    $ 44,799,500    $ 50,622,700

COST OF SALES                                            20,213,300      22,126,200      41,246,700      46,805,000
                                                       ------------    ------------    ------------    ------------

GROSS MARGIN                                              1,771,000       1,916,200       3,552,800       3,817,700
                                                       ------------    ------------    ------------    ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

  Non-cash amortization of prepaid consulting fee                --         130,700              --         350,100

  Other selling, general and administrative expenses      1,557,100       1,636,900       3,218,600       3,151,900
                                                       ------------    ------------    ------------    ------------

TOTAL OPERATING EXPENSES                                  1,557,100       1,767,600       3,218,600       3,502,000
                                                       ------------    ------------    ------------    ------------

INCOME FROM OPERATIONS                                      213,900         148,600         334,200         315,700
                                                       ------------    ------------    ------------    ------------

OTHER EXPENSE (INCOME):
  Interest income on shareholder notes                       (2,200)         (2,800)         (4,500)         (6,800)
  Interest income                                           (59,700)        (36,900)       (110,600)        (86,400)
  Interest expense                                           72,500          68,200         144,600         133,800
                                                       ------------    ------------    ------------    ------------

TOTAL OTHER EXPENSE                                          10,600          28,500          29,500          40,600
                                                       ------------    ------------    ------------    ------------

INCOME BEFORE INCOME TAXES                                  203,300         120,100         304,700         275,100

INCOME TAXES                                                 81,300          47,900         121,900         110,000
                                                       ------------    ------------    ------------    ------------

NET INCOME                                             $    122,000    $     72,200    $    182,800    $    165,100
                                                       ============    ============    ============    ============

Basic and diluted earnings per share                   $       0.01    $       0.01    $       0.02    $       0.02
                                                       ============    ============    ============    ============

Basic weighted average common shares outstanding         10,100,000      10,100,000      10,100,000      10,100,000

Stock options                                                49,800         118,600          67,300         114,500
                                                       ------------    ------------    ------------    ------------

Diluted weighted average common shares outstanding       10,149,800      10,218,600      10,167,300      10,214,500
                                                       ============    ============    ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,                                    2000           1999
                                                          -----------    -----------
                                                          (Unaudited)    (Unaudited)
<S>                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                              $   182,800    $   165,100
  Adjustments to reconcile net income to net cash
    (used in) provided by operating activities:
      Depreciation and amortization                           102,300         87,700
      Amortization of prepaid consulting fee                       --        350,100
      Changes in operating assets and liabilities:
           Accounts receivable                               (346,100)      (441,000)
           Inventories                                       (390,600)     2,117,000
           Prepaid expenses and other current assets         (187,100)      (456,000)
           Accounts and accrued expenses payable             (301,100)     1,284,500
                                                          -----------    -----------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES          (939,800)     3,107,400
                                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Notes and interest receivable from shareholders              (4,500)        (6,800)
  Investments in Rising Edge and ClickRebates.com            (750,000)            --
  Deposits and other assets                                   501,400        122,400
  Acquisition of property and equipment                       (22,800)      (680,900)
                                                          -----------    -----------

NET CASH USED IN INVESTING ACTIVITIES                        (275,900)      (565,300)
                                                          -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in floor plan inventory loans     1,090,200     (1,397,100)
  Principal payments on SBA loan                              (13,400)       (12,400)
  Principal payments on bank loan                              (9,800)        (8,900)
                                                          -----------    -----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES         1,067,000     (1,418,400)
                                                          -----------    -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS         (148,700)     1,123,700

CASH AND CASH EQUIVALENTS, beginning of period              4,416,300      3,197,100
                                                          -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                  $ 4,267,600    $ 4,320,800
                                                          ===========    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        4
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1. ORGANIZATION

Pacific Magtron  International Corp. (formerly Wildfire Capital  Corporation,  a
publicly traded shell  corporation)  (the Company),  a Nevada  corporation,  was
incorporated on January 8, 1996.

On  July  17,  1998  the  Company  completed  the  acquisition  of  100%  of the
outstanding  common  stock of Pacific  Magtron,  Inc.  (PMI),  in  exchange  for
9,000,000  shares of the Company's $.001 par value common stock.  For accounting
purposes,  the acquisition has been treated as the acquisition of the Company by
PMI with PMI as the acquirer  (reverse  acquisition).  The historical  financial
statements  prior to July 17, 1998 are those of PMI.  Since the Company prior to
the reverse  acquisition  was a public  shell  corporation  with no  significant
operations,  pro-forma  information  giving  effect  to the  acquisition  is not
presented.  All shares and per share  data  prior to the  acquisition  have been
restated to reflect the stock issuance as a recapitalization  of PMI. The shares
held by the  shareholders  of the Company  prior to the  acquisition  (1,000,000
shares  after  reflecting  a three for two reverse  stock split  effected by the
Company  immediately  prior to the acquisition)  have been recognized as if they
were issued in connection with the acquisition of the Company by PMI.

PMI, a  California  corporation,  was  incorporated  on August 11,  1989.  PMI's
principal  activity  consists of the importation  and wholesale  distribution of
electronics  products,  computer  components,  and computer peripheral equipment
throughout the United States.

In May 1998, the Company  formed its Frontline  Network  Consulting  (Frontline)
division,  a corporate  information systems group that serves the networking and
personal computer requirements of corporate customers.

                                        5
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

2. FINANCIAL STATEMENT PRESENTATION AND NEW ACCOUNTING STANDARD

The accompanying  consolidated financial statements at June 30, 2000 and for the
three and six-month periods ended June 30, 2000 and 1999 are unaudited. However,
they have been  prepared  on the same basis as the annual  financial  statements
and, in the opinion of management,  reflect all adjustments,  which include only
normal recurring adjustments,  necessary for a fair presentation of consolidated
financial position and results of operations for the periods presented.  Certain
information  and  footnote   disclosures  normally  included  in  the  financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted.  These  consolidated  financial  statements should be read in
conjunction with the audited consolidated  financial statements and accompanying
notes for the year ended December 31, 1999 presented in the Company's Form 10-K.

In June 1998, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.  SFAS No.
133 requires  companies to recognize all derivatives  contracts as either assets
or  liabilities  in the  balance  sheet and to measure  them at fair  value.  If
certain  conditions  are met, a derivative may be  specifically  designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging  derivative  with the  recognition of (i) the changes in the fair
value of the hedged assets or liability that are attributable to the hedged risk
or  (ii)  the  earnings  effect  of the  hedged  forecasted  transaction.  For a
derivative  not  designated  as a  hedging  instrument,  the  gain  and  loss is
recognized in income in the period of change.  SFAS No. 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000.

Historically,  the Company has not entered into derivatives  contracts either to
hedge existing risks or for speculative purposes.  Accordingly, the Company does
not expect adoption of this standard to affect its financial statements.

                                        6
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

3. STOCK OPTIONS

On March 6, 2000, an option to purchase  65,000  shares of the Company's  common
stock at $6.50 per share was granted to an unrelated party to assist the Company
in services  rendered in connection  with raising  capital for future  expansion
under the terms of a consulting agreement.  Under the agreement, if the services
were  provided,  the options  were to vest  ratably  over a  seven-month  period
beginning June 6, 2000. On May 22, 2000, the agreement was  terminated,  and the
options were forfeited.

No additional  options of the Company's  common stock were granted and no issued
options were exercised during the six months ended June 30, 2000.

4. STATEMENTS OF CASH FLOWS

Cash was paid during the six months ended June 30, 2000 and 1999 for:

SIX MONTHS ENDING JUNE 30,                           2000                 1999
                                                   --------             --------
Income taxes                                       $157,000             $386,000
                                                   ========             ========
Interest                                           $144,600             $133,800
                                                   ========             ========

5. CONSULTING AGREEMENT

On July 17, 1998,  the Company issued  100,000  restricted  shares of its common
stock to an  unrelated  party  under the terms of a  consulting  agreement.  The
shares  were to vest 50% on July  17,  1999  and 50% on July  17,  2000.  If the
services were not provided as required by the  agreement,  the consultant was to
forfeit all unvested  shares.  The Company is accounting for this transaction in
accordance  with Emerging  Issues Task Force (EITF) No. 96-18,  "Accounting  for
Equity Instruments that are Issued to Other than Employees for Acquiring,  or in
Conjunction with Selling,  Goods or Services."  During 1999, the Company and the
consultant  periodically  discussed  the level and type of services  required in
order for the shares to vest under the consulting agreement. This discussion led
to a  postponement  of the scheduled  July 17, 1999 vesting date.  After further
discussions,  the Board of Directors of the Company  determined  that no further
performance  was required by the  consultant  under the agreement and deemed the
entire 100,000  shares vested on September 17, 1999,  resulting in a measurement
date and final valuation of these shares of $675,000.

                                        7
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

6. INVESTMENTS

In May 1999, the Company and Rising Edge Technologies, Ltd., a corporation based
in Taiwan ("Rising Edge"),  entered into an Operating  Agreement with respect to
LEA Publishing,  LLC, a California  limited  liability company ("LEA") formed in
January 1999. The objective of LEA is to provide  internet users,  resellers and
providers  advanced  solutions  and  applications.  LEA  is  developing  various
software  products.  Prior to June 13,  2000,  the  Company and Rising Edge each
owned a 50%  interest in LEA. The brother of a director,  officer and  principal
shareholder  of the  Company  is  also a  director,  officer  and  the  majority
shareholder  of Rising Edge. The Company has no commitment to fund future losses
of LEA beyond its  investment or guarantee any debt that LEA may incur.  On June
13, 2000,  the Company  finalized an investment  in a 25% ownership  interest in
Rising Edge common stock for $500,000. As such, the Company has a 62.5% combined
direct and indirect  ownership interest in LEA, which requires the consolidation
of LEA with the Company.  The Company is accounting for its investment in Rising
Edge by the equity method  whereby 25% of the equity  interest in the net income
or loss of Rising Edge  (excluding  Rising Edge's  portion of the results of LEA
and all inter-company transactions) flows through to the Company. During the six
months ended June 30, 2000, there were no results of operations for LEA. Results
of  operations of Rising Edge for the period from June 13, 2000 to June 30, 2000
were insignificant.

In November 1999, LEA entered into a software  development  contract with Rising
Edge which calls for the development of certain internet software for a $940,000
fee. Of this amount,  the contract  specifies  that $440,000 shall be applied to
services  performed  in 1999 and  $500,000  shall be applied to  services  to be
performed in 2000.

In January 2000, the Company acquired in a private  placement  485,900 shares of
convertible  preferred  stock  of a  nonpublic  company,  ClickRebates.com,  for
approximately  $250,000  under the terms of a Series A Preferred  Stock Purchase
Agreement.  The  Company's  investment  in  ClickRebates.com,  which  represents
approximately 8% of the $3 million preferred stock offering,  is being accounted
for using the cost method.

                                        8
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

7. SEGMENT INFORMATION

The Company has three reportable  segments:  PMI, Frontline and LEA. PMI imports
and  distributes   electronic  products,   computer  components,   and  computer
peripheral   equipment  to  various  customers  throughout  the  United  States.
Frontline serves the networking and personal computer  requirements of corporate
customers.  LEA is developing  advanced  solutions and applications for internet
users, resellers and providers.  The accounting policies of the segments are the
same as those  described  in the  summary  of  significant  accounting  policies
presented in the Company's Form 10-K. The Company evaluates performance based on
income or loss before income taxes, not including  nonrecurring gains or losses.
Inter-segment transfers between reportable segments have been insignificant. The
Company's  reportable segments are strategic business units that offer different
products  and  services.  They are  managed  separately  because  each  business
requires different technology and marketing strategies.

The following table presents  information  about reported segment profit or loss
and segment assets for the six months ended June 30, 2000:

                                  PMI        Frontline       LEA      Totals
                              -----------   ------------    -----   -----------
Revenues from external
  customers                   $40,991,600   $3,807,900(1)   $  --   $44,799,500
Segment income
  before income taxes             274,500       30,200         --       304,700

The following table presents  information  about reported segment profit or loss
for the six months ended June 30, 1999:

                                  PMI        Frontline       LEA      Totals
                              -----------   ------------    -----   -----------
Revenues from external
  customers                   $48,835,700   $1,787,000(1)   $  --   $50,622,700
Segment income or (loss)
  before income taxes             321,100      (46,000)        --       275,100

The following table presents  information  about reported segment profit or loss
and segment assets for the three months ended June 30, 2000:

                                  PMI        Frontline       LEA      Totals
                              -----------   ------------    -----   -----------
Revenues from external
  customers                   $19,390,800   $2,593,500(2)   $  --   $21,984,300
Segment income
  before income taxes             154,900       48,400         --       203,300

The following table presents  information  about reported segment profit or loss
for the three months ended June 30, 1999:

                                  PMI        Frontline       LEA      Totals
                              -----------   ------------    -----   -----------
Revenues from external
  customers                   $22,996,200   $1,046,200(2)   $  --   $24,042,400
Segment income or (loss)
  before income taxes             145,100      (25,000)        --       120,100

----------
(1)  Includes  service  revenues  of  $105,700  and  $126,300  in 2000 and 1999,
     respectively.
(2)  Includes  service  revenues  of  $72,800  and  $108,900  in 2000 and  1999,
     respectively.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The accompanying  discussion and analysis of financial  condition and results of
operations is based on the consolidated  financial statements of Pacific Magtron
International  Corp., a Nevada corporation (the "Company" or "Pacific Magtron"),
which are included elsewhere in this Quarterly Report. The following  discussion
and  analysis  should be read in  conjunction  with the  accompanying  financial
statements and related notes thereto.  This discussion contains  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. The
Company's  actual  results could differ  materially  from those set forth in the
forward-looking  statements.  Forward-looking  statements, by their very nature,
include risks and uncertainties. Accordingly, the Company's actual results could
differ materially from those discussed in this Report. A wide variety of factors
could adversely  impact revenues,  profitability,  cash flows and capital needs.
Such factors, many of which are beyond our control, include, but are not limited
to,  those  identified  in the  Company's  Form 10-K for the  fiscal  year ended
December 31, 1999 under the heading "Cautionary  Factors" that may affect future
results, technological changes, diminished marketability of inventory, increased
warranty costs,  competition,  recruitment and retention of technical personnel,
dependence  on  continued  manufacturer  certification,  dependence  on  certain
suppliers,  risks  associated  with the  projects  the  Company  is  engaged  to
complete,  risks  associated with LEA, risks  associated with our investments in
Rising Edge and ClickRebates.com, and dependence on key personnel.

GENERAL

Pacific  Magtron  is  an  integrated   solutions  provider  of  computer-related
equipment  and  services.  The  Company's  primary  business  is  the  wholesale
distribution  of computer  and related  hardware  components  and  software  for
personal  computers to value added resellers,  retailers,  systems  integrators,
original  equipment  manufacturers,  independent  hardware and software vendors,
consultants,  and  contractors.  In May 1998,  the  Company  formed a  corporate
information systems group called Frontline Network Consulting ("Frontline") with
the goal of  serving  the  networking  and  personal  computer  requirements  of
corporate  customers.  In May  1999,  the  Company  entered  into  a  Management
Operating  Agreement  which  provided  for  a  50%  ownership  interest  in  Lea
Publishing,  LLC, a  California  limited  liability  company  ("LEA")  formed in
January 1999 to develop,  sell and license software designed to provide Internet
users, resellers and providers advanced solutions and applications.  On June 13,
2000, the Company  increased its direct and indirect interest in LEA to 62.5% by
completing its investment in 25% of the outstanding  common stock of Rising Edge
Technologies,  the other 50% owner of LEA, which is a development stage company.
The  results of  operations  of Rising Edge for the period from June 13, 2000 to
June 30, 2000 were insignificant.

                                       10
<PAGE>
RESULTS OF OPERATIONS

The following  table sets forth,  for the periods  indicated,  certain  selected
financial data as a percentage of sales:

                                     Three Months Ended       Six Months Ended
                                          June 30,                June 30,
                                      -----------------       -----------------
                                      2000        1999        2000        1999
                                      -----       -----       -----       -----
Sales                                 100.0%      100.0%      100.0%      100.0%
Cost of sales                          91.9        92.0        92.1        92.5
                                      -----       -----       -----       -----
Gross margin                            8.1         8.0         7.9         7.5
Operating expenses                      7.1         7.4         7.2         6.9
                                      -----       -----       -----       -----
Income from operations                  1.0         0.6         0.7         0.6
Other expense, net                      0.0         0.1         0.0         0.1
Income taxes                            0.4         0.2         0.3         0.2
                                      -----       -----       -----       -----
Net income                              0.6%        0.3%        0.4%        0.3%
                                      =====       =====       =====       =====

THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999

Sales for the three months ended June 30, 2000 were  $21,984,300,  a decrease of
$2,058,100,  or  approximately  9%, compared to $24,042,400 for the three months
ended June 30, 1999.  Approximately  $2,593,500  of the sales  recognized by the
Company  during the second  quarter of 2000 was  attributable  to the  FrontLine
division,  an  increase  of  $1,547,300,  or  approximately  148%,  compared  to
$1,046,200  for the three months ended June 30, 1999.  Accordingly,  there was a
decrease in sales  attributable to the Company's computer products group for the
three months ended June 30, 2000 of $3,605,400,  or approximately  16%, compared
to the  corresponding  period of 1999.  This  decrease  was due to a shortage of
certain critical  components in the computer products industry during the second
quarter of 2000. The Company continued to focus its efforts on (i) improving its
gross margin by emphasizing  higher margin product  sales,  (ii)  developing its
e-commerce business and (iii) controlling operating expenses during the quarter.

Gross margin for the three months ended June 30, 2000 was $1,771,000, a decrease
of $145,200 or 8%,  compared to  $1,916,200  for the three months ended June 30,
1999.  The gross margin as a  percentage  of sales  increased  from 8.0% for the
three  months  ended June 30, 1999 to 8.1% for the three  months  ended June 30,
2000.  This increase in gross margin  percentage  arose primarily as a result of
better cost controls, including participation in more vendor rebate programs and
a focus on  marketing  product  lines with a higher gross  margin.  Gross margin
relating to the FrontLine  division for the three months ended June 30, 2000 was
$335,200,  or 12.9% of  FrontLine's  sales during the same period.  Gross margin
relating to the FrontLine  division for the three months ended June 30, 1999 was
$124,600, or 11.9% of FrontLine's sales during the same period.  However,  since
FrontLine's  sales levels were relatively  insignificant  in relation to that of
the Company's computer products group, the higher gross margin percentage earned
by FrontLine  had only a minor effect on the overall  increase in the  Company's
gross margin during the three months ended June 30, 2000.

                                       11
<PAGE>
Operating expenses, including selling, general,  administrative and amortization
of  prepaid  consulting  fee,  for the three  months  ended  June 30,  2000 were
$1,557,100, a decrease of $210,500, or 12%, compared to $1,767,600 for the three
months  ended  June 30,  1999.  A portion of the  decrease  is due to a non-cash
charge of $130,700 for the  amortization of a prepaid  consulting fee during the
three months  ended June 30, 1999 which was not incurred  during the same period
in  2000.  Additionally,  in  response  to  the  shortage  of  certain  critical
components in the computer products industry,  management increased its focus on
controlling  operating  expenses  during  the  second  quarter  of  2000.  As  a
percentage of sales,  operating  expenses decreased to 7.1% for the three months
ended June 30, 2000  compared to 7.4% for the three  months ended June 30, 1999,
which  resulted  from a  decrease  in the  Company's  fixed  cost  component  of
operating expenses.

Income from operations for the three months ended June 30, 2000 was $213,900, an
increase of $65,300,  or 44%,  compared to $148,600  for the three  months ended
June 30, 1999. As a percentage  of sales,  income from  operations  increased to
1.0% for the three  months  ended June 30,  2000  compared to 0.6% for the three
months ended June 30, 1999.  This increase was primarily due to the 12% decrease
in  operating  expenses,  and to a lesser  extent,  the  improved  gross  margin
percentage earned during a period of decreased sales.

Interest  expense  for the three  months  ended June 30,  2000 was  $72,500,  an
increase of $4,300,  or 6%,  compared to $68,200 for the three months ended June
30, 1999.  This  increase was due to an increase in the floating  interest  rate
charged  on one of the  Company's  mortgages  on its office  building  facility.
Interest income  increased from $39,700 for the three months ended June 30, 1999
to $61,900 for the three months ended June 30, 2000, an increase of $22,200,  or
56%, which was  principally  due to higher market  interest rates  available for
short-term investments of cash and cash equivalents.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

Sales for the six months  ended June 30,  2000 were  $44,799,500,  a decrease of
$5,823,200,  or  approximately  12%,  compared to $50,622,700 for the six months
ended June 30, 1999. Approximately $3,807,900 of the sales earned by the Company
during the second quarter of 2000 was attributable to the FrontLine division, an
increase of $2,020,900,  or approximately  113%,  compared to $1,787,000 for the
six  months  ended June 30,  1999.  Accordingly,  there was a decrease  in sales
attributable to the Company's  computer  products group for the six months ended
June 30, 2000 of $7,844,100, or approximately 16%, compared to the corresponding
period of 1999, due to a shortage of certain critical components in the computer
products  industry.  The Company  focused its efforts on (i) improving its gross
margin by  emphasizing  higher  margin  product  sales and (ii)  developing  its
e-commerce business during the period.

                                       12
<PAGE>
Gross margin for the six months ended June 30, 2000 was  $3,552,800,  a decrease
of $264,900,  or 7%,  compared to  $3,817,700  for the six months ended June 30,
1999. The gross margin as a percentage of sales  increased from 7.5% for the six
months ended June 30, 1999 to 7.9% for the six months ended June 30, 2000.  This
increase in gross margin  percentage  arose primarily as a result of better cost
controls, including participation in more vendor rebate programs, and a focus on
marketing product lines with a higher gross margin. Gross margin relating to the
FrontLine division for the six months ended June 30, 2000 was $503,200, or 13.2%
of  FrontLine's  sales  during the same  period.  Gross  margin  relating to the
FrontLine division for the six months ended June 30, 1999 was $245,900, or 13.8%
of FrontLine's  sales during the same period.  However,  since FrontLine's sales
levels  were  relatively  insignificant  in  relation  to that of the  Company's
computer  products group, the higher gross margin percentage earned by FrontLine
had only a minor effect on the overall  increase in the  Company's  gross margin
during the six months ended June 30, 2000.

Operating expenses, including selling, general,  administrative and amortization
of  prepaid  consulting  fee,  for the six  months  ended  June  30,  2000  were
$3,218,600,  a decrease of $283,400,  or 8%,  compared to $3,502,000 for the six
months ended June 30, 1999.  The decrease is primarily due to a non-cash  charge
of $350,100  for the  amortization  of a prepaid  consulting  fee during the six
months  ended June 30,  1999 which was not  incurred  during the same  period in
2000. As a percentage of sales, operating expenses increased to 7.2% for the six
months ended June 30, 2000 as compared to 6.9% for the six months ended June 30,
1999,  which  resulted from a decrease in the Company's  fixed cost component of
operating expenses.

Income from  operations for the six months ended June 30, 2000 was $334,200,  an
increase of $18,500 or 6%, as compared to $315,700 for the six months ended June
30, 1999. As a percentage of sales, income from operations increased to 0.7% for
the six months  ended June 30, 2000 as compared to 0.6% for the six months ended
June 30, 1999.  This  increase was primarily due to the 8% decrease in operating
expenses and the  improved  gross margin  percentage  earned  during a period of
decreased sales.

Interest  expense  for the six  months  ended  June 30,  2000 was  $144,600,  an
increase of $10,800 or 8%,  compared to $133,800  for the six months  ended June
30, 1999.  This  increase was due to an increase in the floating  interest  rate
charged  on one of the  Company's  mortgages  on its office  building  facility.
Interest income increased from $93,200 for the six months ended June 30, 1999 to
$115,100 for the six months ended June 30, 2000,  an increase of $21,900 or 23%,
which  was  principally  due to  higher  market  interest  rates  available  for
short-term investments of cash and cash equivalents.

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the Company has financed its operations primarily through cash
generated by operations and borrowings under its floor plan inventory loans.

                                       13
<PAGE>
At June 30,  2000,  the  Company  had  consolidated  cash  and cash  equivalents
totaling $4,267,600 and working capital of $7,845,200. At December 31, 1999, the
Company had  consolidated  cash and cash  equivalents  totaling  $4,416,300  and
working capital of $7,606,700.

Net cash used in operating  activities during the six months ended June 30, 2000
was  $939,800,   which  reflected  the  net  effect  of  increases  in  accounts
receivable,  inventories and prepaid  expenses and other current  assets,  and a
decrease in accounts and accrued  expenses payable that were partially offset by
the net  income  for the  period and  depreciation  and  amortization.  Net cash
provided by operating  activities  during the six months ended June 30, 1999 was
$3,107,400,  which  principally  reflected  the  decrease  in  inventories,  the
increase in accounts payable, the amortization of the prepaid consulting fee and
the net  income for the  period,  which was  partially  offset by  increases  in
accounts receivable, and prepaid expenses and other current assets. The decrease
in inventory was due primarily to the Company's focus on improving its inventory
turnover  by  balancing  the  inventory  product  mix and levels in  relation to
customer orders with favorable vendor terms and programs.

Net cash used in investing  activities during the six months ended June 30, 2000
was $275,900,  primarily  resulting from the new  investments in Rising Edge and
ClickRebates.com, which was partially offset by a decrease in deposits and other
assets. Net cash used in investing activities was $565,300 during the six months
ended June 30, 1999,  primarily  reflecting  cash used for  improvements  to the
building  owned and occupied by the Company to support the  Company's  expanding
workforce.

Net cash  provided by financing  activities  was  $1,067,000  for the six months
ended June 30, 2000,  primarily from the increase in floor plan inventory loans,
which was slightly offset by the payment of the mortgage loans for the Company's
facility.  As of June 30, 2000, the Company had available  financing in the form
of a $7.0  million  floor plan  inventory  loan which is  collateralized  by the
inventory  purchased  and any  proceeds  from  the  sale of the  inventory.  The
outstanding  balance  of the  floor  plan  inventory  loan at June 30,  2000 was
$2,573,100  and the loan is subject  to 45-day  repayment  terms,  at which time
interest  begins to accrue at the prime rate (9.5% at June 30,  2000).  Net cash
used in financing  activities  was  $1,418,400 for the six months ended June 30,
1999,  primarily  from the decrease in floor plan  inventory  loans,  as well as
payment of the mortgage loans for the Company's facility.

The Company believes that the cash flow from operations and borrowing  available
under its $7.0  million  inventory  floor plan loan will  satisfy the  Company's
anticipated  requirements  for  working  capital  through  at least  the next 12
months.  If Lea  product  development  and  future  expansion  of the  Company's
existing business segments prove to be more capital intensive than planned,  the
Company may require additional funding.

                                       14
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENT

In June 1998, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.  SFAS No.
133 requires  companies to recognize all derivatives  contracts as either assets
or  liabilities  in the  balance  sheet and to measure  them at fair  value.  If
certain  conditions  are met, a derivative may be  specifically  designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging  derivative  with the  recognition of (i) the changes in the fair
value of the hedged assets or liability that are attributable to the hedged risk
or  (ii)  the  earnings  effect  of the  hedged  forecasted  transaction.  For a
derivative  not  designated  as a  hedging  instrument,  the  gain  and  loss is
recognized in income in the period of change.  SFAS No. 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000.

Historically,  the Company has not entered into derivatives  contracts either to
hedge existing risks or for speculative purposes.  Accordingly, the Company does
not expect adoption of the new standard to affect its financial statements.
INFLATION

Inflation has not had a material  effect on the Company's  results of operations
to date. In the event the rate of inflation should  accelerate in the future, it
is expected that costs will increase. If these costs are not offset by increased
revenues, the operations of the Company may be adversely affected.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company's  exposure to market risk for  changes in interest  rates  relates
primarily  to one of its bank loans with a  $2,443,900  balance at June 30, 2000
which bears  fluctuating  interest  based on the bank's  90-day LIBOR rate.  The
Company believes that  fluctuations in interest rates in the near term would not
materially affect its consolidated operating results, financial position or cash
flow.

                                       15
<PAGE>
                                     PART II

ITEM 2. - CHANGES IN SECURITIES AND USE OF PROCEEDS

On March 6, 2000, the Company granted a third party an option to purchase 65,000
shares of the  Company's  common stock at an exercise  price of $6.50 per share.
This option was granted pursuant to the terms of a consulting  agreement whereby
the  consultant is required to provide  consulting  services in connection  with
capital  raising  transactions.  This option was  granted  pursuant to a private
transaction and the transaction is exempt from  registration  under Section 4(2)
of the  Securities  Act of 1933, as amended.  On May 22, 2000, the agreement was
terminated, and the options were forfeited prior to vesting.

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a)  The Company held its Annual Meeting on June 30, 2000.

     (b)  At the Annual  Meeting,  Theodore S. Li, Hui  "Cynthia"  Lee, Jey Hsin
          Yao,  Ph.D.,  Betty Li, Hank C. Ta and Limin Hu, Ph.D. were elected as
          directors  until the next  annual  meeting  and the  election of their
          successors.

          The vote was as follows:

          Theodore S. Li - For 9,396,858; withheld 0
          Hui "Cynthia" Lee - For 9,396,858; withheld 0
          Jey Hsin Yao, Ph.D. - For 9,396,858; withheld 0
          Betty Li - For 9,396,858; withheld 0
          Hank C. Ta - For 9,396,858; withheld 0
          Limin Hu, Ph.D. - For 9,396,858; withheld 0

     (c)  At  the  Annual  Meeting,  the  Company's  stockholders  ratified  BDO
          Seidman, LLP as auditors for the Company for its 2000 fiscal year.

          The vote was as follows:

                                                                      Broker
          Votes for   Votes withheld   Votes against   Abstentions   Non-Votes
          ---------   --------------   -------------   -----------   ---------
          9,396,858         0                0              0            0

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:

               Item No.   Description
               --------   -----------
               27         Financial Data Schedule

          (b)  Reports on Form 8-K

               None.

                                       16
<PAGE>
                                    SIGNATURE

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: August 14, 2000                   PACIFIC MAGTRON INTERNATIONAL CORP.,
                                        a Nevada corporation
                                        (Registrant)


                                        /s/ Theodore S. Li
                                        ----------------------------------------
                                        Theodore S. Li
                                        President, Chief Executive Officer and
                                        Treasurer (Duly authorized officer and
                                        principal financial officer)