SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

    For the quarterly period ended March 31, 2000

                                       OR

[ ] TRANSITION REPORT PURUSANT 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, $.001 par value per share:
            10,100,000 share issued and outstanding at March 31, 2000
<PAGE>
Part I. - Financial Information

     Item 1. - Consolidated Financial Statements

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

          Consolidated statements of income for the three months
          ended March 31, 2000 and 1999 (Unaudited)                            3

          Consolidated statements of cash flows for the three months
          ended March 31, 2000 and 1999 (Unaudited)                            4

          Notes to consolidated financial statements                         5-9

     Item 2. - Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         10-13

Part II - Other Information

     Item 2. - Changes in Securities and Use of Proceeds                      14

     Item 6. - Exhibits and Reports on Form 8-K                               14

Signatures
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                           CONSOLIDATED BALANCE SHEETS


                                                        March 31,   December 31,
                                                          2000         1999
                                                       -----------   -----------
                                                       (Unaudited)
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                            $ 4,835,800   $ 4,416,300
  Accounts receivable, net of allowance for
    doubtful accounts of $150,000 at each date           5,853,000     6,608,600
  Inventories                                            3,656,300     3,811,200
  Prepaid expenses and other current assets                510,900       314,800
  Notes and interest receivable from shareholders          225,900       223,600
  Deferred income taxes                                     96,600        96,600
                                                       -----------   -----------
TOTAL CURRENT ASSETS                                    15,178,500    15,471,100

PROPERTY, PLANT AND EQUIPMENT, net                       4,586,500     4,625,900

DEPOSITS AND OTHER ASSETS                                   91,300       342,000

INVESTMENT IN LEA PUBLISHING                               250,000       250,000
                                                       -----------   -----------

                                                       $20,106,300   $20,689,000
                                                       ===========   ===========

          See accompanying notes to consolidated financial statements.

                                        1
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                           CONSOLIDATED BALANCE SHEETS


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

CURRENT LIABILITIES:
  Current portion of notes payable                     $    48,300   $    47,300
  Floor plan inventory loans                               899,100     1,482,900
  Accounts payable                                       5,891,400     5,811,600
  Accrued expenses                                         144,400       272,600
                                                       -----------   -----------
TOTAL CURRENT LIABILITIES                                6,983,200     7,614,400

NOTES PAYABLE, less current portion                      3,325,300     3,337,600

DEFERRED INCOME TAXES                                        1,000         1,000
                                                       -----------   -----------
TOTAL LIABILITIES                                       10,309,500    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 March 31, 2000 and
    December 31, 1999                                       10,100        10,100
  Additional paid-in capital                             1,463,100     1,463,100
  Retained earnings                                      8,323,600     8,262,800
                                                       -----------   -----------
TOTAL SHAREHOLDERS' EQUITY                               9,796,800     9,736,000
                                                       -----------   -----------

                                                       $20,106,300   $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 March 31,
                                                                2000                1999
                                                            ------------         ------------
                                                             (Unaudited)         (Unaudited)
<S>                                                      <C>             <C>
SALES                                                       $ 22,815,200         $ 26,580,300

COST OF SALES                                                 21,033,400           24,678,800
                                                            ------------         ------------
GROSS MARGIN                                                   1,781,800            1,901,500
                                                            ------------         ------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
  Non-cash amortization of prepaid consulting fee                     --              219,400
  Other selling, general and administrative expenses           1,661,500            1,515,000
                                                            ------------         ------------
TOTAL OPERATING EXPENSES                                       1,661,500            1,734,400
                                                            ------------         ------------
INCOME FROM OPERATIONS                                           120,300              167,100
                                                            ------------         ------------
OTHER EXPENSE (INCOME):
  Interest income on shareholder notes                            (2,300)              (4,500)
  Interest income                                                (50,900)             (49,000)
  Interest expense                                                72,100               65,600
                                                            ------------         ------------
TOTAL OTHER EXPENSE                                               18,900               12,100
                                                            ------------         ------------
INCOME BEFORE INCOME TAXES                                       101,400              155,000

INCOME TAXES                                                      40,600               62,100
                                                            ------------         ------------

NET INCOME                                                  $     60,800         $     92,900
                                                            ============         ============

Basic and diluted earnings per share                        $       0.01         $       0.01
                                                            ============         ============
Basic weighted average common shares outstanding              10,100,000           10,100,000

Stock options                                                     79,700              105,600
                                                            ------------         ------------
Diluted weighted average common shares outstanding            10,179,700           10,205,600
                                                            ============         ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                    Three Months Ended March 31,
                                                         2000           1999
                                                     -----------    -----------
                                                      (Unaudited)    (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                          $    60,800    $    92,900
 Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                           51,200         38,900
  Amortization of prepaid consulting fee                      --        219,400
  Changes in operating assets and liabilities:
   Accounts receivable                                   755,600        171,700
   Inventories                                           154,900)     2,659,100
   Prepaid expenses and other current assets            (196,100)       (17,900)
   Accounts payable                                       79,800       (892,700)
   Accrued expenses                                     (128,200)        41,900
                                                     -----------    -----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                778,000      2,313,300
                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Notes and interest receivable from shareholders          (2,300)        (4,500)
 Deposits and other assets                               250,700        (66,500)
 Acquisition of property and equipment                   (11,800)      (453,800)
                                                      ----------    -----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES      236,600       (524,800)
                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net decrease in floor plan inventory loans             (583,800)    (1,666,200)
 Principal payments on SBA loan                           (6,600)        (6,100)
 Principal payments on bank loan                          (4,700)        (4,200)
                                                     -----------    -----------

NET CASH USED IN FINANCING ACTIVITIES                   (595,100)    (1,676,500)
                                                     -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                419,500        112,000

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

CASH AND CASH EQUIVALENTS, end of period             $ 4,835,800    $ 3,309,100
                                                     ===========    ===========

          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 March 31, 2000, and
for the three month periods ended March 31, 2000 and 1999 are unaudited, but, in
the  opinion  of  management,  include  all  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 10K.

     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, as amended by SFAS
No. 137, 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.

                                        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 are provided,  the options will vest ratably over a seven-month  period
beginning  June 6, 2000.  If the services are not provided and the  agreement is
terminated, the consultant will forfeit those options not vested. 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.
Because this  transaction does not contain a performance  commitment,  the final
value of the stock  option  will be  measured as it vests on each of the vesting
dates.

4. STATEMENTS OF CASH FLOWS

     Cash was paid during the three months ended March 31, 2000 and 1999 for:

                                                   Three Months Ending March 31,
                                                     2000                 1999
                                                   --------             --------
Income taxes                                       $ 37,000             $176,000

Interest                                           $ 72,100             $ 65,600

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.
Under the agreement,  if the services were provided, the shares were to vest 50%
on July 17, 1999 and 50% on July 17, 2000.  If the services were not provided as
required,  the  consultant  was to forfeit those shares not vested.  The Company
accounted for this  transaction in accordance with EITF No. 96-18.  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 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.  The Company and Rising Edge each own 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  which LEA may incur.  The  Company  is  accounting  for its
investment in LEA by the equity method whereby 50% of the equity interest in the
net income or loss of LEA flows through to the Company.  During the three months
ended March 31, 2000,  there were no results of operations  for LEA.  Therefore,
there was no equity in the net loss of LEA to flow through to the Company.

     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.

     The  Company  is in  the  process  of  finalizing  an  investment  in a 25%
ownership  interest in Rising Edge common stock for $500,000.  The investment is
contingent  upon  the  execution  of  a  Share  Purchase  Agreement.  Once  this
investment  is  finalized,  the Company  will have a 62.5%  combined  direct and
indirect ownership interest in LEA, which will then require the consolidation of
LEA with the Company.

     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 and is included in deposits and other assets.

                                        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 10K. The Company evaluates  performance based on
income or loss before income taxes, not including  nonrecurring gains or losses.
Intersegment 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 three months ended March 31, 2000:

                                   PMI        Frontline       LEA      Totals
                               -----------   -----------     -----   -----------
Revenues from external
  customers                    $21,600,800   $1,214,400(1)   $  --   $22,815,200

Segment income or (loss)
  before income taxes              119,600      (18,200)        --       101,400

     The following table presents  information  about reported segment profit or
loss for the three months ended March 31, 1999:

                                       PMI         Frontline         Totals
                                   -----------    -----------      -----------
Revenues from external
  customers                        $25,839,500     $740,800(1)     $26,580,300

Segment income or (loss)
  before income taxes                  176,000      (21,000)           155,000

----------
(1)  Includes  service  revenues  of  $32,900  and  $17,400  in 2000  and  1999,
respectively.

     The total of reportable segment income or (loss) before income taxes equals
the Company's consolidated income before income taxes in both periods presented.
The total assets of  reportable  segments have not  significantly  changed since
December 31, 1999.

                                        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 the Company,
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,  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  our  Lea  venture,  and  dependence  on  key
personnel.

GENERAL

     Pacific Magtron International Corp., a Nevada corporation (the "Company" or
"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 January 1999, the Company formed Lea Publishing,  LLC, a
California  limited  liability  company  ("Lea"),  to develop,  sell and license
software  designed to provide Internet users,  resellers and providers  advanced
solutions  and  applications.  The Company owns a 50% interest in Lea, and is in
the  process  of  increasing  its  direct  and  indirect   interest  in  Lea  to
approximately 62.5%. Lea is a development stage company.

RESULTS OF OPERATIONS

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

                                       10
<PAGE>
                                                         Three Months Ended
                                                              March 31,
                                                      -------------------------
                                                       2000              1999
                                                      -------           -------
Sales                                                 100.0%             100.0%
Cost of Sales                                          92.2               92.8
                                                      -----              -----
Gross Margin                                            7.8                7.2
Operating Expenses                                      7.3                6.5
                                                      -----              -----
Income from Operations                                  0.5                0.6
Other Expense, net                                      0.0                0.0
Income Taxes                                            0.2                0.3
                                                      -----              -----
Net Income                                              0.3%               0.3%
                                                      =====              =====

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

     Sales for the  three  months  ended  March 31,  2000  were  $22,815,200,  a
decrease of $3,765,100,  or approximately  14%,  compared to $26,580,300 for the
three  months  ended  March  31,  1999.  Approximately  $1,214,400  of the sales
recognized by the Company during the first quarter of 2000 was  attributable  to
the FrontLine  division that was formed in May 1998 to serve the  networking and
personal computer  requirements of corporate customers.  Sales recognized by the
Company's  Frontline division were $740,800 for the three months ended March 31,
1999. Thus, there was a decrease in sales attributable to the Company's computer
products  division for the three months ended March 31, 2000 of  $4,238,700,  or
approximately 16%, compared to the corresponding  period of 1999, as the Company
focused its efforts on (i) improving  gross margin by emphasizing  higher margin
product sales and (ii) developing its e-commerce business.

     Gross margin for the three months  ended March 31, 2000 was  $1,781,800,  a
decrease of $119,700 or 6%,  compared to  $1,901,500  for the three months ended
March 31, 1999.  The gross margin as a percentage of sales  increased  from 7.2%
for the three  months  ended March 31, 1999 to 7.8% for the three  months  ended
March 31, 2000.  This increase in gross margin as a percentage of sales occurred
primarily due to 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 March 31, 2000 was $158,700, or 13.1% of FrontLine's sales during the same
period.  Gross margin  relating to the  FrontLine  division for the three months
ended March 31, 1999 was $121,300, or 16.4% 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 March 31,
2000.

     Operating  expenses,   including  selling,   general,   administrative  and
amortization  of prepaid  consulting  fee,  for the three months ended March 31,
2000 were $1,661,500,  a decrease of $72,900,  or 4%, compared to $1,734,400 for
the three months ended March 31, 1999.  The noted decrease is primarily a result
of the $219,400  non-cash  amortization  of a prepaid  consulting fee during the
three  months  ended March 31, 1999 which did not occur  during the three months
ended March 31, 2000 as the prepaid consulting fee became fully amortized during
the third quarter of 1999.  Excluding the amortization of the prepaid consulting
fee during 1999, there was an increase in operating expenses in 2000 of $146,500
which resulted from the hiring of additional  personnel to support the expansion
of the Company's  business and  establishment of the management  infrastructure,
including the ramp-up of the Company's  Frontline  division.  As a percentage of
sales, operating expenses increased to 7.3% for the three months ended March 31,
2000 as compared  to 6.5% for the three  months  ended March 31, 1999  resulting
primarily from certain fixed operating  expenses which are compared to decreased
sales for the three months ended March 31, 2000.

                                       11
<PAGE>
     Income  from  operations  for the three  months  ended  March 31,  2000 was
$120,300,  a decrease of $46,800 or 28%,  as compared to $167,100  for the three
months ended March 31, 1999.  As a percentage of sales,  income from  operations
decreased  to 0.5% for the three months ended March 31, 2000 as compared to 0.6%
for the three months ended March 31, 1999.  This  decrease was  primarily due to
the 14%  decrease  in sales which was  partially  offset by the  improved  gross
margin percentage experienced during the three months ended March 31, 2000.

     Interest expense for the three months ended March 31, 2000 was $72,100,  an
increase of $6,500 or 10%,  compared to $65,600 for the three months ended March
31, 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 slightly decreased from $53,500 for the three months ended March
31, 1999 to $53,200 for the three  months  ended March 31,  2000,  a decrease of
$300 or 1%.

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.

     At March 31, 2000, the Company had  consolidated  cash and cash equivalents
totaling $4,835,800 and working capital of $8,195,300. At December 31, 1999, the
Company had  consolidated  cash and cash  equivalents  totaling  $4,416,300  and
working capital of $7,856,700.

     Net cash  provided by  operating  activities  during the three months ended
March 31, 2000 was $778,000,  which reflected  decreases in accounts  receivable
and inventories, and the net income for the period that were partially offset by
a decrease  in  accrued  expenses.  The  decrease  in  accounts  receivable  was
principally a result of the decrease in sales.  The decrease in inventories  was
due  primarily  to the  Company's  continued  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 provided by
operating   activities  during  the  three  months  ended  March  31,  1999  was
$2,313,300,  which  reflected  the net income for the  period and  decreases  in
inventories and accounts  receivable that were partially offset by a decrease in
accounts payable.

     Net cash  provided by  investing  activities  during the three months ended
March 31, 2000 was $236,600, primarily due to the decrease in deposits and other
assets.  Net cash used in investing  activities  was  $524,800  during the three
months ended March 31, 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 used in  financing  activities  was  $595,100 for the three months
ended March 31, 2000,  resulting from the decrease in floor plan inventory loans
as well as the payment of the mortgage loans for the Company's  facility.  As of
March 31,  2000,  the  Company  has  available  financing  in the form of a $7.0
million  floor  plan  inventory  loan which is  collateralized by the  inventory

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<PAGE>
purchased  and any  proceeds  from the sale of the  inventory.  The  outstanding
balance of the floor plan  inventory loan at March 31, 2000 was $899,100 and the
loan is subject to 45-day  repayment  terms,  at which time  interest  begins to
accrue at the prime rate (9.0% at March 31,  2000).  Net cash used in  financing
activities was  $1,676,500 for the three months ended March 31, 1999,  resulting
from the  decrease in the floor plan  inventory  loans as well as the payment of
the mortgage loans for the Company's facility.

     As of March 31,  2000,  the  Company  is in the  process of  finalizing  an
investment  in a 25%  ownership  interest  in the  common  stock of Rising  Edge
Technologies,  the other 50%  owner of Lea,  for  $500,000.  The  investment  is
contingent upon the execution of a Share Purchase Agreement.

     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 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.

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, as amended by SFAS
No. 137, 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 or on the  Company's  results of
operations  to date.  In the  event  the rate of  inflation  accelerates  in the
future,  it is  expected  that costs will  increase,  and if these costs are not
offset by increased  revenues,  the  operations  of the Company may be adversely
affected.

YEAR 2000

     We experienced no significant  disruptions in mission critical  information
technology and non-information  technology systems with respect to the Year 2000
date change.  We are not aware of any material problem  resulting from Year 2000
issues, either with our products,  our internal systems or products and services
of third  parties.  We will  continue to monitor our mission  critical  computer
applications and those of our suppliers and vendors  throughout the year 2000 to
ensure any latent risks that may arise are addressed promptly.

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<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.  These  options were 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.

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.

                                    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.

Dated May 15, 2000                      PACIFIC MAGTRON INTERNATIONAL CORP.,
                                        a Nevada corporation
                                        (Registrant)


                                        /s/ Theodore S. Li
                                        ----------------------------------------
                                        Theodore S. Li,
                                        President and Chief Executive Officer

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