SECURITIES AND EXHANGE COMMISSION
                              WASHINGTON, DC 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 September 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 was 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 November 12, 2000
<PAGE>
Part I. - Financial Information

     Item 1. - Consolidated Financial Statements

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

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

               Consolidated statements of cash flows for the nine months
               ended September 30, 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                         10-15

     Item 3. - Quantitative and Qualitative Disclosures About
               Market Risk                                                    15

Part II  - Other Information

     Item 6. - Exhibits and Reports on Form 8-K                               15

Signature

                                       2
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                           CONSOLIDATED BALANCE SHEETS


                                                     September 30,  December 31,
                                                          2000          1999
                                                          ----          ----
                                                      (Unaudited)

ASSETS

Current Assets:
  Cash and cash equivalents                            $ 4,987,400   $ 4,416,300
  Accounts receivable, net of allowance for doubtful
    accounts of $150,000 at each date                    7,418,300     6,608,600
  Inventories                                            4,035,100     3,811,200
  Prepaid expenses and other current assets                733,500        64,800
  Notes and interest receivable from shareholders          230,400       223,600
  Deferred income taxes                                     96,600        96,600
                                                       -----------   -----------

Total Current Assets                                    17,501,300    15,221,100

Property, Plant and Equipment, net                       4,513,600     4,625,900

Investment in Rising Edge                                  493,700            --

Investment in ClickRebates.com                             250,000            --

Investment in Lea Publishing                                    --       250,000

Deposits and Other Assets                                   89,800       592,000
                                                       -----------   -----------
                                                       $22,848,400   $20,689,000
                                                       ===========   ===========

See accompanying notes to consolidated financial statements.

                                       1
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                           CONSOLIDATED BALANCE SHEETS


                                                     September 30,  December 31,
                                                          2000          1999
                                                          ----          ----
                                                      (Unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Current portion of notes payable                     $    50,300   $    47,300
  Floor plan inventory loans                             1,780,600     1,482,900
  Accounts payable                                       7,258,900     5,811,600
  Accrued expenses payable                                 284,700       272,600
                                                       -----------   -----------

Total Current Liabilities                                9,374,500     7,614,400

Notes Payable, less current portion                      3,299,400     3,337,600

Deferred Income Taxes                                        1,000         1,000
                                                       -----------   -----------

Total Liabilities                                       12,674,900    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 September 30, 2000 and
    December 31, 1999                                       10,100        10,100
  Additional paid-in capital                             1,463,100     1,463,100
  Retained earnings                                      8,700,300     8,262,800
                                                       -----------   -----------

Total Shareholders' Equity                              10,173,500     9,736,000
                                                       -----------   -----------

                                                       $22,848,400   $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              NINE MONTHS ENDED
                                                                SEPTEMBER 30,                   SEPTEMBER 30,
                                                        ----------------------------    ----------------------------
                                                            2000            1999            2000           1999
                                                        ------------    ------------    ------------    ------------
                                                        (UNAUDITED)     (UNAUDITED)     (UNAUDITED)     (UNAUDITED)
<S>                                                     <C>             <C>             <C>             <C>
Sales                                                   $ 24,125,300    $ 28,505,700    $ 68,924,800    $ 79,128,400

Cost of Sales                                             22,369,700      26,314,800      63,616,400      73,119,800
                                                        ------------    ------------    ------------    ------------
Gross Margin                                               1,755,600       2,190,900       5,308,400       6,008,600
                                                        ------------    ------------    ------------    ------------
Selling, General and Administrative Expenses:
   Non-cash amortization of prepaid consulting fee                --         276,600              --         626,700
   Other selling, general and administrative expenses      1,568,100       1,446,700       4,786,700       4,598,600
                                                        ------------    ------------    ------------    ------------
Total Selling, General and Administrative  Expenses        1,568,100       1,723,300       4,786,700       5,225,300

Research and Development                                     100,000              --         100,000              --
                                                        ------------    ------------    ------------    ------------
Total Operating Expenses                                   1,668,100       1,723,300       4,886,700       5,225,300
                                                        ------------    ------------    ------------    ------------
Income From Operations                                        87,500         467,600         421,700         783,300
                                                        ------------    ------------    ------------    ------------
Other Expense (Income):
    Litigation settlement                                   (300,000)             --        (300,000)             --
    Equity in loss in investment in Rising Edge                6,300              --           6,300              --
    Interest income on shareholder notes                      (2,300)         (2,700)         (6,800)        (10,000)
    Interest income                                          (56,400)        (40,700)       (167,000)       (126,600)
    Interest expense                                          73,700          66,600         218,300         200,400
                                                        ------------    ------------    ------------    ------------
Total Other Expense (Income)                                (278,700)         23,200        (249,200)         63,800
                                                        ------------    ------------    ------------    ------------
Income Before Income Taxes and Minority Interest             366,200         444,400         670,900         719,500
Income Taxes                                                 161,800         177,800         283,700         287,800
                                                        ------------    ------------    ------------    ------------
Income Before Minority Interest                              204,400         266,600         387,200         431,700
Minority Interest in Lea Publishing Loss                      50,300              --          50,300              --
                                                        ------------    ------------    ------------    ------------
Net Income                                              $    254,700    $    266,600    $    437,500    $    431,700
                                                        ============    ============    ============    ============

Basic and diluted earnings per share                    $       0.03    $       0.03    $       0.04    $       0.04
                                                        ============    ============    ============    ============

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

Stock options                                                 59,700         106,700          52,200         112,100
                                                        ------------    ------------    ------------    ------------

Diluted weighted average common shares outstanding        10,159,700      10,206,700      10,152,200      10,212,100
                                                        ============    ============    ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,                              2000           1999
                                                          -----------    ------------
                                                          (Unaudited)    (Unaudited)
<S>                                                       <C>            <C>
Cash Flows From Operating Activities:
  Net income                                              $   437,500    $   431,700
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Equity in loss in investment in Rising Edge                 6,300             --
    Depreciation and amortization                             153,800        137,200
    Amortization of prepaid consulting fee                         --        626,700
    Changes in operating assets and liabilities:
     Accounts receivable                                     (809,700)    (1,108,700)
     Inventories                                             (223,900)     3,156,300
     Prepaid expenses and other current assets               (418,700)      (129,700)
     Accounts and accrued expenses payable                  1,459,400       (447,500)
                                                          -----------    -----------

Net Cash Provided By Operating Activities                     604,700      2,666,000
                                                          -----------    -----------
Cash Flows From Investing Activities:
  Notes and interest receivable from shareholders              (6,800)        (7,900)
  Investments in Rising Edge and ClickRebates.com            (750,000)            --
  Deposits and other assets                                   502,200        (36,000)
  Acquisition of property and equipment                       (41,500)      (701,400)
                                                          -----------    -----------

Net Cash Used In Investing Activities                        (296,100)      (745,300)
                                                          -----------    -----------
Cash Flows From Financing Activities:
  Net increase (decrease) in floor plan inventory loans       297,700       (776,800)
  Principal payments on SBA loan                              (20,300)       (18,800)
  Principal payments on bank loan                             (14,900)       (13,500)
                                                          -----------    -----------

Net Cash Provided By (Used In) Financing Activities           262,500       (809,100)
                                                          -----------    -----------

Net Increase In Cash And Cash Equivalents                     571,100      1,111,600

Cash And Cash Equivalents, beginning of period              4,416,300      3,197,100
                                                          -----------    -----------

Cash And Cash Equivalents, end of period                  $ 4,987,400    $ 4,308,700
                                                          ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                        NOTES TO CONSOLIDATED 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. In July 2000, the Company
formed  Frontline  Network  Consulting,  Inc.  (FNC), a California  corporation.
Effective  October 1, 2000, PMI  transferred  the assets and  liabilities of the
Frontline division to FNC.

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.

In August 2000, PMI formed  Pacific  Magtron (GA),  Inc., a Georgia  corporation
whose principal activity is the wholesale  distribution of PMI's products in the
eastern United States market.

                                       5
<PAGE>
2. FINANCIAL STATEMENT PRESENTATION AND NEW ACCOUNTING STANDARD

The accompanying consolidated financial statements at September 30, 2000 and for
the  three  and  nine-month  periods  ended  September  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 (o 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 ancome 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.

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.

During  the nine  months  ended  September  30,  2000,  130,000  options  of the
Company's  common  stock  were  granted to  employees.  No issued  options  were
exercised during the nine months ended September 30, 2000.

                                       6
<PAGE>
4. STATEMENTS OF CASH FLOWS

Cash was paid during the nine months ended September 30, 2000 and 1999 for:

NINE MONTHS ENDING SEPTEMBER 30,                           2000           1999
                                                         --------       --------

Income taxes                                             $203,700       $386,000
                                                         ========       ========

Interest                                                 $218,300       $200,400
                                                         ========       ========

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.

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.  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  purchased a 25% ownership  interest in Rising Edge common
stock for $500,000 from the majority  shareholder  of Rising Edge. 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 nine months ended  September  30, 2000,  Lea
incurred a $100,800  net loss and the  equity in the loss in the  investment  in
Rising Edge was $6,300.

In November 1999, Lea entered into a software  development  contract with Rising
Edge which calls for the development of certain internet software by Rising Edge
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. During 1999, the Company paid $470,000 for its
portion of the total fee  payable  under the  contract.  During the nine  months
ended  September 30, 2000,  Rising Edge performed  $100,000 worth of services as
specified  under the  contract.  Included in prepaid  expenses and other current
assets at September 30, 2000 is $200,000 advanced directly to Rising Edge by the
Company,   representing  the  Company's   remaining   portion  of  the  software
development fees due under the contract.

                                       7
<PAGE>
In January 2000, the Company acquired in a private  placement  485,900 shares of
convertible preferred stock of an unrelated 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.

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
for the nine months ended September 30, 2000:

<TABLE>
<CAPTION>
                                     PMI         Frontline       Lea          Totals
                                     ---         ---------       ---          ------
<S>                              <C>           <C>             <C>          <C>
Revenues from external
  customers                      $63,235,300   $5,689,500(1)   $     --     $68,924,800
Segment income or (loss)
 before income taxes
 and minority interest            793,600         (15,600)     (100,800)        677,200

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

                                     PMI         Frontline       Lea          Totals
                                     ---         ---------       ---          ------
Revenues from external
  customers                      $76,187,500   $2,940,900(1)   $     --     $79,128,400
Segment income
  before income taxes
  and minority interest              702,200       17,300            --         719,500

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

                                     PMI         Frontline       Lea          Totals
                                     ---         ---------       ---          ------
Revenues from external
  customers                      $22,243,700   $1,881,600(2)   $     --     $24,125,300
Segment income or (loss)
  before income taxes
  and minority interest              519,100      (45,800)     (100,800)        372,500
</TABLE>

                                       8
<PAGE>
The following table presents  information  about reported segment profit or loss
for the three months ended September 30, 1999:

<TABLE>
<CAPTION>
                                     PMI         Frontline       Lea          Totals
                                     ---         ---------       ---          ------
<S>                              <C>           <C>             <C>          <C>
Revenues from external
  customers                      $27,351,800   $1,153,900(2)   $     --     $28,505,700
Segment income
  before income taxes
  and minority interest              381,100       63,300            --         444,400
</TABLE>

(1)  Includes  service  revenues  of  $218,800  and  $177,400  in 2000 and 1999,
     respectively.
(2)  Includes  service  revenues  of  $113,100  and  $51,100  in 2000 and  1999,
     respectively.

The following is a  reconciliation  of reportable  segment  income before income
taxes to the Company's consolidated total:

                                                    Three months    Nine months
                                                        Ended          Ended
                                                    September 30,  September 30,
                                                        2000           2000
                                                        ----           ----

Total income before income taxes and minority
  interest for reportable segments                    $372,500       $677,200
Equity in loss in investment in Rising Edge             (6,300)        (6,300)
                                                      --------       --------
Consolidated income before income taxes
  and minority interest                               $366,200       $670,900
                                                      --------       --------

The total of  reportable  segment  revenues  equals the  Company's  consolidated
revenues for the three and nine-month periods ended September 30, 1999.

8. LITIGATION SETTLEMENT

The Company had been involved as a plaintiff in a lawsuit  involving a number of
claims against a competitor. On September 27, 2000, this dispute was settled for
$300,000, which is included in other income.

                                       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")
which serves 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.  In July 2000,
the Company  formed  Frontline  Network  Consulting,  Inc.  (FNC),  a California
corporation.   Effective  October  1,  2000,  PMI  transferred  the  assets  and
liabilities of the Frontline division to FNC. In August 2000, PMI formed Pacific
Magtron  (GA),  Inc.,  a Georgia  corporation  whose  principal  activity is the
wholesale distribution of PMI's products in the eastern United States market.

                                       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      Nine Months Ended
                                         September 30,          September 30,
                                       -----------------      -----------------
                                        2000        1999       2000        1999
                                       -----       -----      -----       -----
Sales                                  100.0%      100.0%     100.0%      100.0%
Cost of sales                           92.7        92.3       92.3        92.4
                                       -----       -----      -----       -----
Gross margin                             7.3         7.7        7.7         7.6
Operating expenses                       6.9         6.1        7.1         6.6
                                       -----       -----      -----       -----
Income from operations                   0.4         1.6        0.6         1.0
Other (income) expense, net             (1.4)        0.1       (0.4)        0.1
Income taxes                             0.7         0.6        0.4         0.4
                                       -----       -----      -----       -----
Net income                               1.1%        0.9%       0.6%        0.5%
                                       =====       =====      =====       =====

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

Sales for the three months ended September 30, 2000 were $24,125,300, a decrease
of $4,380,400,  or  approximately  15%,  compared to  $28,505,700  for the three
months  ended  September  30,  1999.   Approximately  $1,881,600  of  the  sales
recognized by the Company during the third quarter of 2000 was  attributable  to
the FrontLine division,  an increase of $727,700, or approximately 63%, compared
to  $1,153,900  for the three  months  ended  September  30, 1999 as the Company
continued to focus on the  development of this  division's  business  during the
period. Accordingly, there was a decrease in sales attributable to the Company's
computer  products  group for the  three  months  ended  September  30,  2000 of
$5,108,100,  or approximately 19%, compared to the corresponding period of 1999.
This decrease was due to the overall  decline in the computer  component  market
and the lack of any new and  innovative  high-demand  products in the multimedia
arena.  Additionally,  management  focused on the ramp-up and  expansion  of its
Georgia  branch  and other  divisions  during  the  period,  which  have not yet
resulted in significant revenues.

Gross margin for the three months ended  September  30, 2000 was  $1,755,600,  a
decrease of $435,300 or 20%,  compared to $2,190,900  for the three months ended
September  30, 1999.  The gross margin as a percentage of sales  decreased  from
7.7% for the three months ended  September 30, 1999 to 7.3% for the three months
ended  September  30,  2000.  Because our major  manufacturers  focused on lower
margin products,  our computer products division sold more lower margin products
during the current period as a result of a lack of higher margin products coming
onto the  market  from  major  manufactures  during  the third  quarter of 2000.
Overall,  the  Company's  computer  products  division has  experienced  pricing
pressures  in selling  its  products.  Management  believes  there was an excess
supply of computer  products  during the third quarter which reduced  demand and
increased  pressure on gross  margins.  Gross margin  relating to the  FrontLine
division for the three months ended September 30, 2000 was $319,700, or 17.0% of
FrontLine's sales during the same period. Gross margin relating to the FrontLine
division for the three months ended September 30, 1999 was $194,400, or 16.8% 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  Company's  gross margin  during the three months
ended September 30, 2000.

                                       11
<PAGE>
Operating expenses,  including selling,  general,  administrative,  research and
development  and  amortization  of prepaid  consulting fee, for the three months
ended September 30, 2000 were $1,668,100, a decrease of $55,200, or 3%, compared
to $1,723,300  for the three months ended  September  30, 1999.  The decrease is
primarily due to a non-cash charge of $276,600 for the amortization of a prepaid
consulting  fee during the three months ended  September  30, 1999 which was not
incurred  during the same period in 2000.  However,  this decrease was partially
offset by a $100,000  increase in research  and  development  expenses  incurred
relating to the Company's majority-owned Lea subsidiary during the third quarter
of 2000.  Additionally,  the Company  incurred  higher legal expenses during the
three months ended September 30, 2000 in connection with successfully settling a
dispute with a competitor during the period. As a percentage of sales, operating
expenses  increased  to 6.9% for the  three  months  ended  September  30,  2000
compared to 6.1% for the three months ended  September 30, 1999,  which resulted
from a lower  coverage  of the  Company's  fixed  cost  component  of  operating
expenses during a period of decreased sales.

Income  from  operations  for the three  months  ended  September  30,  2000 was
$87,500,  a decrease of  $380,100,  or 81%,  compared to $467,600  for the three
months  ended  September  30,  1999.  As a  percentage  of  sales,  income  from
operations  decreased  to 0.4% for the three  months  ended  September  30, 2000
compared to 1.6% for the three months ended  September  30, 1999.  This decrease
was  primarily due to the decrease in sales and gross margin  percentage  during
the period.

During the three months ended  September 30, 2000, the Company settled a lawsuit
against a  competitor  for  $300,000  that did not occur during the three months
ended September 30, 1999.  Interest expense for the three months ended September
30, 2000 was $73,700, an increase of $7,100, or 11%, compared to $66,600 for the
three months ended  September 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 $43,400 for the three
months ended  September 30, 1999 to $58,700 for the three months ended September
30, 2000, an increase of $15,300,  or 35%, which was  principally  due to higher
market  interest  rates  available for  short-term  investments of cash and cash
equivalents.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999

Sales for the nine months ended September 30, 2000 were $68,924,800,  a decrease
of  $10,203,600,  or  approximately  13%,  compared to $79,128,400  for the nine
months ended September 30, 1999. Approximately $5,689,500 of the sales earned by
the Company during the nine months ended September 30, 2000 was  attributable to
the  FrontLine  division,  an  increase of  $2,748,600,  or  approximately  93%,
compared to  $2,940,900  for the nine  months  ended  September  30, 1999 as the
Company continued to focus on the development of this division's business during
the  period.  Accordingly,  there was a decrease  in sales  attributable  to the
Company's  computer  products group for the nine months ended September 30, 2000
of $12,952,200,  or approximately  17%, compared to the corresponding  period of
1999.  This  decrease was due to the overall  decline in the computer  component
market  and  the  lack of any new and  innovative  high-demand  products  in the
multimedia arena.

                                       12
<PAGE>
Additionally,  management  focused on the ramp-up and  expansion  of its Georgia
branch and other  divisions  during the period,  which have not yet  resulted in
significant revenues.

Gross  margin for the nine months ended  September  30, 2000 was  $5,308,400,  a
decrease of $700,200,  or 12%,  compared to $6,008,600 for the nine months ended
September  30, 1999.  The gross margin as a percentage of sales  increased  from
7.6% for the nine months  ended  September  30, 1999 to 7.7% for the nine months
ended  September  30,  2000.  This  increase in gross  margin  percentage  arose
primarily as a result of better cost controls,  including  participation in more
vendor rebate programs.  Gross margin relating to the FrontLine division for the
nine months ended September 30, 2000 was $822,900, or 14.5% of FrontLine's sales
during the same period.  Gross margin relating to the FrontLine division for the
nine months ended September 30, 1999 was $440,300, or 15.0% 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 Company's gross margin during the nine months ended September 30, 2000.

Operating expenses,  including selling,  general,  administrative,  research and
development  and  amortization  of prepaid  consulting  fee, for the nine months
ended  September  30,  2000 were  $4,886,700,  a decrease  of  $338,600,  or 6%,
compared to  $5,225,300  for the nine  months  ended  September  30,  1999.  The
decrease is primarily due to a non-cash charge of $626,700 for the  amortization
of a prepaid  consulting  fee during the nine months  ended  September  30, 1999
which was not incurred  during the same period in 2000.  However,  this decrease
was partially offset by a $100,000 increase in research and development expenses
incurred  relating to the Company's  majority-owned  Lea subsidiary during 2000.
Additionally,  the  Company  incurred  higher  legal  expenses  during  2000  in
connection  with  successfully  settling a dispute with a competitor  during the
period. As a percentage of sales,  operating  expenses increased to 7.1% for the
nine  months  ended  September  30, 2000 as compared to 6.6% for the nine months
ended September 30, 1999,  which resulted from a lower coverage of the Company's
fixed cost component of operating expenses during a period of decreased sales.

Income  from  operations  for the  nine  months  ended  September  30,  2000 was
$421,700,  a decrease of  $361,600 or 46%, as compared to $783,300  for the nine
months  ended  September  30,  1999.  As a  percentage  of  sales,  income  from
operations  decreased  to 0.6% for the nine months ended  September  30, 2000 as
compared to 1.0% for the nine months ended September 30, 1999. This decrease was
primarily due to the 13% decrease in sales during the period.

During the nine months ended  September 30, 2000, the Company  settled a lawsuit
against a  competitor  for  $300,000  that did not occur  during the nine months
ended September 30, 1999.  Interest  expense for the nine months ended September
30, 2000 was  $218,300,  an increase of $17,900 or 9%,  compared to $200,400 for
the nine months ended  September 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 $136,600 for the nine
months ended  September 30, 1999 to $173,800 for the nine months ended September
30, 2000,  an increase of $37,200 or 27%,  which was  principally  due to higher
market  interest  rates  available for  short-term  investments of cash and cash
equivalents.

                                       13
<PAGE>
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 September 30, 2000, the Company had  consolidated  cash and cash  equivalents
totaling $4,987,400 and working capital of $8,126,800. 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 provided by operating activities during the nine months ended September
30, 2000 was $604,700, which reflected the net effect of an increase in accounts
and accrued expenses payable, the net income for the period and depreciation and
amortization  that were  partially  offset by increases in accounts  receivable,
inventories  and prepaid  expenses  and other  current  assets.  The increase in
accounts and accrued  expenses payable was primarily a function of the timing of
payments to vendors.  Net cash provided by operating  activities during the nine
months ended September 30, 1999 was $2,666,000,  which principally reflected the
decrease in inventories,  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 and a decrease in
accounts  and accrued  expenses  payable.  The decrease in  inventories  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 nine months ended September 30,
2000 was $296,100,  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 $745,300 during the nine
months ended September 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 $262,500 for the nine months ended
September 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 September 30, 2000, the Company had available  financing in the
form of a $7.0 million floor plan inventory loan that 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 September 30, 2000 was
$1,780,600  and the loan is subject  to 45-day  repayment  terms,  at which time
interest  begins to accrue at the prime rate (9.5% at September 30,  2000).  Net
cash  used in  financing  activities  was  $809,100  for the nine  months  ended
September 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 product  development and future expansion of the Company's  existing

                                       14
<PAGE>
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 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 $2,438,800  balance at September  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.

                                     PART II

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.

                                       15
<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: November 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 accounting and financial
                                        officer)

                                       16