SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A

(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, 1999

                                       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)                       (Zip Code)


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


               ---------------------------------------------------
               Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report

Indicate by check [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  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

                    Common Stock, $.001 par value per share:
           10,100,000 shares issued and outstanding at March 31, 1999

The undersigned  registrant  hereby amends and restates this Quarterly Report on
Form 10-Q for the quarter  ended  March 31,  1999 as set forth in the  following
pages.
<PAGE>
Part I. - Financial Information

Item 1. - Consolidated Financial Statements

          Consolidated balance sheets as of December 31, 1998
          and March 31, 1999 (Unaudited)                                     1-2

          Consolidated statements of income for the three months
          ended March 31, 1998 and 1999 (Unaudited)                            3

          Consolidated statements of cash flows for the three months
          ended March 31, 1998 and 1999 (Unaudited)                            4

          Notes to consolidated financial statements                         5-7

Item 2. - Management's Discussion and Analysis of Financial
          Condition and Results of Operations                               8-12

Part II - Other Information

Item 6. - Exhibits and Reports on Form 8-K                                    13

Signatures
<PAGE>
                                             PACIFIC MAGTRON INTERNATIONAL CORP.

                                                     CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

                                                      December 31,    March 31,
                                                         1998           1999
                                                      -----------    -----------
                                                                     (Unaudited)
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                           $ 3,197,100    $ 3,309,100
  Accounts receivable, net of allowance for
    doubtful accounts of $150,000 and $150,000          6,321,800      6,150,100
  Inventories                                           6,390,300      3,731,200
  Prepaid expenses and other current assets               548,000        790,900
  Notes and interest receivable from shareholders         268,100        272,600
  Deferred income taxes                                   161,300        161,300
                                                      -----------    -----------
TOTAL CURRENT ASSETS                                   16,886,600     14,415,200

PROPERTY, PLANT AND EQUIPMENT, net                      4,038,000      4,452,900

DEPOSITS AND OTHER ASSETS                                 183,800        244,900
                                                      -----------    -----------

                                                      $21,108,400    $19,113,000
                                                      ===========    ===========

                    See accompanying notes to consolidated financial statements.

                                                                               1
<PAGE>
                                             PACIFIC MAGTRON INTERNATIONAL CORP.

                                                     CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

                                                       December 31,   March 31,
                                                          1998          1999
                                                       -----------   -----------
                                                                     (Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of notes payable                     $    51,200   $    44,400
  Floor plan inventory loans                             2,305,000       638,800
  Accounts payable                                       6,460,300     5,567,600
  Accrued expenses                                         138,600       180,500
                                                       -----------   -----------
TOTAL CURRENT LIABILITIES                                8,955,100     6,431,300

NOTES PAYABLE, less current portion                      3,377,100     3,373,600

DEFERRED INCOME TAXES                                       31,500        31,500
                                                       -----------   -----------
TOTAL LIABILITIES                                       12,363,700     9,836,400
                                                       -----------   -----------
COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENT

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 December 31, 1998 and
    March 31, 1999                                          10,100        10,100
  Additional paid-in capital                             1,299,100     1,738,100
  Retained earnings                                      7,435,500     7,528,400
                                                       -----------   -----------
TOTAL SHAREHOLDERS' EQUITY                               8,744,700     9,276,600
                                                       -----------   -----------
                                                       $21,108,400   $19,113,000
                                                       ===========   ===========

                    See accompanying notes to consolidated financial statements.

                                                                               2
<PAGE>
                                             PACIFIC MAGTRON INTERNATIONAL CORP.

                                               CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------

                                                        1998            1999
THREE MONTHS ENDED MARCH 31,                        (Unaudited)     (Unaudited)
----------------------------                        ------------   ------------
SALES                                               $ 25,111,400   $ 26,580,300

COST OF SALES                                         23,729,100     24,678,800
                                                    ------------   ------------
GROSS MARGIN                                           1,382,300      1,901,500

                                                         789,300      1,515,000
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
AMORTIZATION OF PREPAID CONSULTING FEE                        --        219,400
                                                    ------------   ------------
INCOME FROM OPERATIONS                                   593,000        167,100
                                                    ------------   ------------
OTHER EXPENSE (INCOME):
  Interest income on shareholder notes                    (2,800)        (4,500)
  Interest income                                        (44,200)       (49,000)
  Interest expense                                        69,700         65,600
                                                    ------------   ------------
TOTAL OTHER EXPENSE                                       22,700         12,100
                                                    ------------   ------------
INCOME BEFORE INCOME TAXES                               570,300        155,000

INCOME TAXES                                             228,100         62,100
                                                    ------------   ------------
NET INCOME                                          $    342,200   $     92,900
                                                    ============   ============
Basic and diluted earnings per share                $       0.04   $       0.01
                                                    ============   ============
Basic weighted average common shares outstanding       9,000,000     10,100,000

Stock options                                                 --        105,600
                                                    ------------   ------------
Diluted weighted average common shares outstanding     9,000,000     10,205,600
                                                    ============   ============

                    See accompanying notes to consolidated financial statements.

                                                                               3
<PAGE>
                                             PACIFIC MAGTRON INTERNATIONAL CORP.

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

                                                        1998           1999
THREE MONTHS ENDED MARCH 31,                         (Unaudited)    (Unaudited)
----------------------------                        ------------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                         $   342,200    $    92,900
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                       34,400         38,900
      Amortization of prepaid consulting fee                  --        219,400
      Changes in operating assets and liabilities:
        Accounts receivable                              449,100        171,700
        Inventories                                     (890,800)     2,659,100
        Prepaid expenses and other current assets        (23,900)       (17,900)
        Accounts payable                                 613,800       (892,700)
        Accrued expenses                                 170,400         41,900
                                                     -----------    -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                695,200      2,313,300
                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Notes and interest receivable from shareholders        (55,700)        (4,500)
  Deposits and other assets                               (8,300)       (66,500)
  Acquisition of property and equipment                   (4,800)      (453,800)
                                                     -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES                    (68,800)      (524,800)
                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (decrease) increase in floor plan
    inventory loans                                      123,700     (1,666,200)
  Principal payments on SBA loan                          (5,700)        (6,100)
  Principal payments on bank loan                         (3,800)        (4,200)
                                                     -----------    -----------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES      114,200     (1,676,500)
                                                     -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                740,600        112,000

CASH AND CASH EQUIVALENTS, beginning of period         3,262,900      3,197,100
                                                     -----------    -----------
CASH AND CASH EQUIVALENTS, end of period             $ 4,003,500    $ 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 importing  and wholesale  distribution  of
     electronics   products,   computer  components,   and  computer  peripheral
     equipment to various companies 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.
     Revenues earned and net loss incurred by Frontline  during the three months
     ended March 31, 1999 were $740,800  (including service revenues of $17,400)
     and ($12,600),  respectively,  and Frontline's total assets were $1,035,200
     at March 31, 1999.

                                                                               5
<PAGE>
                                             PACIFIC MAGTRON INTERNATIONAL CORP.

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

2.   FINANCIAL STATEMENT PRESENTATION AND NEW ACCOUNTING STANDARDS

     The accompanying  consolidated  financial statements at March 31, 1999, and
     for the three month  periods  ended March 31, 1998 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, 1998 presented in the Company's Form 10.

     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.

                                                                               6
<PAGE>
                                             PACIFIC MAGTRON INTERNATIONAL CORP.

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

3.   STOCK OPTIONS

     During the three months ended March 31, 1999, no additional  options of the
     Company's common stock were granted.

4.   STATEMENTS OF CASH FLOWS

     Cash was paid during the three months ended March 31, 1998 and 1999 for:

     THREE MONTHS ENDING MARCH 31,                       1998           1999
     -----------------------------                     --------       --------
     Income taxes                                      $     --       $176,000
                                                       ========       ========
     Interest                                          $ 69,700       $ 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.  If the services are provided,  the shares will vest 50% on July
     17, 1999 and 50% on July 17,  2000.  If the  services  are not  provided as
     required,  the consultant will forfeit those shares 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.  As the measurement date for determining the final value
     of these shares has yet to occur, the Company is valuing the shares at each
     reporting  date at their  then-current  value.  As of March 31,  1999,  the
     Company has recorded these shares at their estimated  current fair value of
     $950,000 as of March 31,  1999.  The  $439,000  increase  in the  estimated
     then-current  fair value of these  shares from  $511,000 as of December 31,
     1998 to $950,000 as of March 31, 1999 has been  reflected as an increase in
     additional paid-in capital.  Included in other current and long-term assets
     as of March 31, 1999 is $613,500,  representing the unamortized  portion of
     the prepaid consulting fees.

6.   SUBSEQUENT EVENT

     In May 1999,  the Company  entered  into a Management  Operating  Agreement
     which provides for a 50% ownership interest in a newly formed company,  LEA
     Publishing,  LLC  (LEA).  LEA  is  in  the  post-technological  feasibility
     production phase of various new software  products.  The Company intends to
     account for its  investment in LEA on the equity method  whereby 50% of the
     equity  interest in the net income or loss of LEA will flow  through to the
     Company.

                                                                               7
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

"Safe Harbor  Statement under the Private  Securities  Litigation  Reform Act of
1995:

Certain information included in this Item 2. and elsewhere in the Form 10-Q that
are not  historical  facts contain  forward  looking  statements  that involve a
number of known and unknown  risks,  uncertainties  and other factors that could
cause the actual  results,  performance  or  achievements  of the  Company to be
materially  different  from  any  future  results,  performance  or  achievement
expressed  or  implied  by such  forward  looking  statements.  These  risks and
uncertainties  include,  but are not limited to, the Company's  growth strategy,
the  effect  of  recent  acquisitions,   customer   concentration,   outstanding
indebtedness, dependence on weather conditions, seasonality, expansion and other
activities of competitors,  changes in federal or state  environmental  laws and
the administration of such laws,  protection of trademarks and other proprietary
rights,  the general  condition  of the economy and other risks  detailed in the
Company's Securities and Exchange Commission filings.  Readers are cautioned not
to place undue reliance on these forward looking  statements which speak only as
of the date the statement was made."

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.  As used herein and unless otherwise  indicated,  the terms
"Company" "we" and "our" refer to Pacific Magtron  International  Corp. and each
of its operating divisions and subsidiaries.

RESULTS OF OPERATIONS

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

                                                       Three Months Ended
                                                            March 31,
                                                       ------------------
                                                        1998         1999
                                                        ----         ----
Sales                                                  100.0%       100.0%
Cost of Sales                                           94.5         92.8
                                                       -----        -----
Gross Margin                                             5.5          7.2
Selling, General and Administrative Expenses             3.1          5.7
Amortization of Prepaid Consulting Fee                    --          0.8
                                                       -----        -----
Income from Operations                                   2.4          0.6
Other Expense, net                                       0.1          0.0
Income Taxes                                             0.9          0.2
                                                       -----        -----
Net Income                                               1.4%         0.3%
                                                       -----        -----

                                                                               8
<PAGE>
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

Sales for the three months ended March 31, 1999 were $26,580,300, an increase of
$1,468,900,  or  approximately  6%, compared to $25,111,400 for the three months
ended March 31, 1998.  Approximately $740,800 of the sales earned by the Company
in 1999 was  attributable  to the new FrontLine  division that was formed in May
1998 to serve the networking  and personal  computer  requirements  of corporate
customers. The remainder of the increase in sales was primarily due to increased
market  share  achieved  through  expanded  marketing  efforts by the  Company's
computer products group.

Gross  margin for the three  months  ended  March 31,  1999 was  $1,901,500,  an
increase of $519,200 or 38%,  compared to $1,382,300  for the three months ended
March 31, 1998.  The gross margin as a percentage of sales  increased  from 5.5%
for the three  months  ended March 31, 1998 to 7.2% for the three  months  ended
March 31, 1999.  This increase in gross margin  percentage  arose primarily as a
result of better cost controls,  including  participation  in more vendor rebate
programs,  and the focus on marketing  product  lines with a higher gross margin
during the last twelve months.  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
favorable  effect on the overall  increase in the Company's  gross margin during
the three months ended March 31, 1999.

Operating expenses, including selling, general,  administrative and amortization
of prepaid  consulting  fee,  for the three  months  ended  March 31,  1999 were
$1,734,400, an increase of $945,100, or 120%, compared to $789,300 for the three
months  ended March 31,  1998.  The noted  increase is primarily a result of the
hiring 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.  In addition,  the Company  incurred  additional
expenses in 1999,  including a non-cash charge of $219,400 for the  amortization
of a prepaid  consulting  fee, in connection  with the  transition to a publicly
traded company.  As a percentage of sales,  operating expenses increased to 6.5%
for the three  months  ended  March 31,  1999 as  compared to 3.1% for the three
months ended March 31, 1998  resulting  from an increase in the Company's  fixed
cost component of operating expenses.

Income from operations for the three months ended March 31, 1999 was $167,100, a
decrease of $425,900 or 72%, as compared to $593,000  for the three months ended
March 31, 1998. As a percentage of sales,  income from  operations  decreased to
0.6% for the three months ended March 31, 1999 as compared to 2.4% for the three
months  ended  March 31,  1998.  This  decrease  was  primarily  due to the 120%
increase in operating expenses which was marginally offset by the improved gross
margin experienced during the three months ended March 31, 1999.

Interest  expense  for the three  months  ended March 31,  1999 was  $65,600,  a
decrease of $4,100 or 6%,  compared to $69,700 for the three  months ended March
31, 1998.  This  decrease was due to a decrease in the balance of the  Company's
mortgage  on its office  building  facility as a result of  scheduled  principal

                                                                               9
<PAGE>
payments.  Interest  income  increased  from  $47,000 for the three months ended
March 31, 1998 to $53,500 for the three months ended March 31, 1999, an increase
of $6,500 or 14%, which was principally due to better cash management.

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,  1999,  the  Company  had  consolidated  cash and cash  equivalents
totaling $3,309,100 and working capital of $7,983,900. At December 31, 1998, the
Company had  consolidated  cash and cash  equivalents  totaling  $3,197,100  and
working capital of $7,931,500.

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 inventory and accounts  receivable that were partially  offset by a
decrease in accounts payable. 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 provided by operating  activities during the three
months ended March 31, 1998 was  $695,200,  which  reflected the net effect of a
decrease  in accounts  receivable,  increases  in  accounts  payable and accrued
expenses,  and the net income for the  period,  and was  partially  offset by an
increase in inventories.

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  investing  activities  during the three months ended March 31,
1998 was $68,800,  primarily  resulting from the issuance of an additional  note
receivable to a shareholder.

Net cash used in financing  activities was $1,676,500 for the three months ended
March 31, 1999,  primarily  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,  1999,  the  Company  has  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 March 31, 1999 was $638,800 and the
loan is subject to 45-day  repayment  terms,  at which time  interest  begins to
accrue  at the  prime  rate  (7.75% at March 31,  1999).  Net cash  provided  by
financing  activities  was  $114,200  for the three months ended March 31, 1998,
primarily  from the  increase  in the  floor  plan  inventory  loans,  which was
partially offset by payment of the mortgage loans for the office facility.

As  of  March  31,  1999,  the  Company's   material   commitments  for  capital
expenditures  consisted of an estimated  $500,000  investment  in its 50% equity
interest in Lea  Publishing,  LLC, a company that was formed  during 1999 and is
currently in the post-technological  feasibility production phase of various new
software  products.  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.

                                                                              10
<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 upon 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 in connection  with the provision by the increased  costs
are not offset by  increased  revenues,  the  operations  of the  Company may be
adversely affected.

YEAR 2000

The year 2000 problem  concerns the  inability  of certain  computer  systems to
appropriately  recognize  the Year 2000 when the last two digits of the year are
entered in the date field. The Company's date critical  functions related to the
Year  2000  and  beyond,  such as  sales,  distribution,  purchasing,  inventory
control,  merchandise,  planning and  replenishment,  facilities,  and financial
systems,  may be adversely  affected unless these computer systems are or become
Year 2000 compliant.

The Company's  management is in the process of assessing the Company's Year 2000
requirements  and believes  that  expenditures  necessary to make the  Company's
major computer systems and some  non-critical  programs Year 2000 compliant will
be immaterial.  The Company  estimates that a complete  assessment of all of its
information  technology and  non-information  technology  systems will have been
evaluated  for Year  2000  problems  on or before  July 31,  1999.  The  Company
estimates that the total cost of identifying  and addressing  Year 2000 problems
will be $75,000, of which $10,000 has been spent or incurred to date.

The Company has not yet developed a contingency  plan for dealing with the worst
case  scenario,  and such  scenario  has not yet been  clearly  identified.  The
Company plans to complete such an analysis by July 31, 1999 in order to minimize
the risks associated with potential Year 2000 disruptions,  including  assessing
the need to locate alternate vendors or service providers.

                                                                              11
<PAGE>
The Company's Year 2000 compliance is partially dependent upon key third parties
also being Year 2000 compliant on a timely basis. The Company could be adversely
affected by the Year 2000 problem if computer  systems of third  parties such as
banks,  suppliers and others with whom the Company does business fail to address
the Year 2000 problem  successfully.  For example,  the Company may be adversely
affected by, among other things, warranty and other claims made by the Company's
suppliers  related  to product  failures  caused by the Year 2000  problem,  the
disruption  or  inaccuracy  of data  provided to the  Company by  non-Year  2000
compliant third parties,  and the failure of the Company's  service providers to
become Year 2000 compliant.

In an effort to  evaluate  and reduce its  exposure  in this area,  the  Company
intends to make an inquiry of its  vendors  and other  business  partners  about
their  progress in  identifying  and  addressing  problems  that their  computer
systems may face in correctly  processing date  information  related to the Year
2000.  In  particular,  the  Company  will  seek  to  obtain  statements  from a
substantial  majority of its suppliers  that certain of their  products are Year
2000  compliant,  can be  upgraded to meet Year 2000  demands,  or do not affect
"date sensitive" information. The Company estimates that this process, including
analysis of  responses  and follow up  interviews  will be complete on or before
June 30, 1999.

The Company's  management believes that the purchasing patterns of customers and
prospective  customers might be affected by Year 2000 issues. Many companies may
need to modify or upgrade  their  information  systems to address  the Year 2000
problem.  The  effects of this issue and of the  efforts by other  companies  to
address it are unclear.  Many companies are expending  significant  resources to
correct  their  current  software  systems  for  Year  2000  compliance.   These
expenditures  might result in reduced funds  available to purchase  services and
products such as those that the Company offers.

The Company has no reason to believe  that its  exposure to the risks of lack of
supplier  and customer  Year 2000  readiness is any greater than the exposure to
such risks that affect its  competitors  generally.  However,  if a  significant
number of the Company's key  suppliers,  customers and other  business  partners
experience  business  disruptions  as a  result  of  their  lack  of  Year  2000
readiness,  their problems could have a material adverse effect on the financial
position and  operations  of the Company.  In addition,  if all Year 2000 issues
within the  Company's  business  are not  properly  identified,  there can be no
assurance  that the Year 2000 issue will not have a material  adverse  effect on
the Company's results of operations or financial position.

The Company's  cost  estimates and time frames will be influenced by its ability
to identify Year 2000 problems,  the nature of  programming  required to fix any
problems,  and the compliance  success of third parties.  For those reasons,  no
assurance can be given at this point that the Company's computer systems will be
Year  2000  compliant  in a timely  manner  or that the  Company  will not incur
significant additional expenses pursuing Year 2000 compliance.

                                                                              12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          27   Financial Data Schedule

     (b)  Reports on Form 8-K:

          None

                                                                              13
<PAGE>
                                   SIGNATURES

Pursuant to the  requirement  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 August 16, 1999

                                        PACIFIC MAGTRON INTERNATIONAL CORP.,
                                        a Nevada corporation
                                                   (Registrant)


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

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