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

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

     For the quarterly period ended September 30, 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 September 30, 1999
<PAGE>
Part I.  -  Financial Information

Item 1.  -  Consolidated Financial Statements

            Consolidated balance sheets as of December 31, 1998
            and September 30, 1999 (Unaudited)                               1-2

            Consolidated statements of income for the three months and
            nine months ended September 30, 1998 and 1999 (Unaudited)          3

            Consolidated statements of cash flows for the nine months
            ended September 30, 1998 and 1999 (Unaudited)                      4

            Notes to consolidated financial statements                       5-8

Item 2.  -  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             9-15

Part II  -  Other Information

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

Signatures
<PAGE>
                       Pacific Magtron International Corp.

                           Consolidated Balance Sheets


                                                     December 31,  September 30,
                                                        1998          1999
                                                     -----------   -----------
                                                                   (Unaudited)
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                          $ 3,197,100   $ 4,308,700
  Accounts receivable, net of allowance for
    doubtful accounts of $150,000 and $150,000         6,321,800     7,430,500
  Inventories                                          6,390,300     3,234,000
  Prepaid expenses and other current assets              548,000       283,800
  Notes and interest receivable from shareholders        268,100       276,000
  Deferred income taxes                                  161,300       161,300
                                                     -----------   -----------
TOTAL CURRENT ASSETS                                  16,886,600    15,694,300

PROPERTY, PLANT AND EQUIPMENT, NET                     4,038,000     4,602,200

DEPOSITS AND OTHER ASSETS                                183,800       219,800
                                                     -----------   -----------
                                                     $21,108,400   $20,516,300
                                                     ===========   ===========

          See accompanying notes to consolidated financial statements.

                                        1
<PAGE>
                       Pacific Magtron International Corp.

                           Consolidated Balance Sheets


                                                     December 31,  September 30,
                                                        1998          1999
                                                     -----------   -----------
                                                                   (Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of notes payable                   $    51,200   $    46,300
  Floor plan inventory loans                           2,305,000     1,528,200
  Accounts payable                                     6,460,300     5,975,000
  Accrued expenses                                       138,600       176,400
                                                     -----------   -----------
TOTAL CURRENT LIABILITIES                              8,955,100     7,725,900

NOTES PAYABLE, less current portion                    3,377,100     3,349,700

DEFERRED INCOME TAXES                                     31,500        31,500
                                                     -----------   -----------

TOTAL LIABILITIES                                     12,363,700    11,107,100
                                                     -----------   -----------
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 December 31,
    1998 and September 30, 1999                           10,100        10,100
  Additional paid-in capital                           1,299,100     1,531,900
  Retained earnings                                    7,435,500     7,867,200
                                                     -----------   -----------
TOTAL SHAREHOLDERS' EQUITY                             8,744,700     9,409,200
                                                     -----------   -----------
                                                     $21,108,400   $20,516,300
                                                     ===========   ===========

          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,
                                              ----------------------------    ----------------------------
                                                  1998            1999            1998            1999
                                              ------------    ------------    ------------    ------------
                                              (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
<S>                                           <C>             <C>             <C>             <C>
SALES                                         $ 29,106,600    $ 28,505,700    $ 77,922,000    $ 79,128,400

COST OF SALES                                   27,006,900      26,314,800      72,697,300      73,119,800
                                              ------------    ------------    ------------    ------------
GROSS MARGIN                                     2,099,700       2,190,900       5,224,700       6,008,600

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES       945,800       1,446,700       2,611,000       4,598,600

AMORTIZATION OF PREPAID CONSULTING FEE              52,100         276,600          52,100         626,700
                                              ------------    ------------    ------------    ------------
INCOME FROM OPERATIONS                           1,101,800         467,600       2,561,600         783,300
                                              ------------    ------------    ------------    ------------
OTHER EXPENSE (INCOME):
  Interest income on shareholder notes              (2,500)         (2,700)         (8,100)        (10,000)
  Interest income                                  (47,000)        (40,700)       (130,700)       (126,600)
  Interest expense                                  70,300          66,600         210,300         200,400
                                              ------------    ------------    ------------    ------------
TOTAL OTHER EXPENSE                                 20,800          23,200          71,500          63,800
                                              ------------    ------------    ------------    ------------
INCOME BEFORE INCOME TAXES                       1,081,000         444,400       2,490,100         719,500

INCOME TAXES                                       449,800         177,800       1,013,400         287,800
                                              ------------    ------------    ------------    ------------
NET INCOME                                    $    631,200    $    266,600    $  1,476,700    $    431,700
                                              ------------    ------------    ------------    ------------
BASIC AND DILUTED EARNINGS PER SHARE          $       0.06    $       0.03    $       0.16    $       0.04
                                              ------------    ------------    ------------    ------------
BASIC WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                              9,908,700      10,100,000       9,306,200      10,100,000

STOCK OPTIONS                                       40,900         106,700          28,500         112,100
                                              ------------    ------------    ------------    ------------
DILUTED WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING                             9,949,600      10,206,700       9,334,700      10,212,100
                                              ============    ============    ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>
                       Pacific Magtron International Corp.

                      Consolidated Statements of Cash Flows


                                                         Nine months ended
                                                           September 30,
                                                     --------------------------
                                                        1998           1999
                                                     -----------    -----------
                                                     (Unaudited)    (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                         $ 1,476,700    $   431,700
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                      103,100        137,200
      Amortization of prepaid consulting fee              52,100        626,700
      Deferred income taxes                              (38,300)            --
      Changes in operating assets and liabilities:
        Accounts receivable                           (2,689,800)    (1,108,700)
        Inventories                                   (2,425,300)     3,156,300
        Prepaid expenses and other current assets        (63,800)      (129,700)
        Accounts payable                               1,195,900       (485,300)
        Accrued expenses                                  24,800         37,800
                                                     -----------    -----------
NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                (2,364,600)     2,666,000
                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Notes and interest receivable from shareholders        (55,700)        (7,900)
  Deposits and other assets                                7,800        (36,000)
  Acquisition of property and equipment                  (28,700)      (701,400)
                                                     -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES                    (76,600)      (745,300)
                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (decrease) increase in floor
    plan inventory loans                               1,096,100       (776,800)
  Principal payments on SBA loan                         (17,400)       (18,800)
  Principal payments on bank loan                        (12,400)       (13,500)
                                                     -----------    -----------
NET CASH (USED IN) PROVIDED BY
  FINANCING ACTIVITIES                                 1,066,300       (809,100)
                                                     -----------    -----------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                (1,374,900)     1,111,600

CASH AND CASH EQUIVALENTS, beginning of period         3,262,900      3,197,100
                                                     -----------    -----------
CASH AND CASH EQUIVALENTS, end of period             $ 1,888,000    $ 4,308,700
                                                     ===========    ===========

          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 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.  Revenues and net income
earned by  Frontline  during  the nine  months  ended  September  30,  1999 were
$2,940,900  (including service revenues of $177,400) and $10,400,  respectively,
and  Frontline's  total assets were  $1,357,300 at September 30, 1999.  Revenues
earned and net loss incurred by Frontline during the nine months ended September
30, 1998 were  $570,000  (including  service  revenues of $11,900)  and $11,700,
respectively.

                                        5
<PAGE>
                       Pacific Magtron International Corp.

                   Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT PRESENTATION AND NEW ACCOUNTING STANDARD

The accompanying consolidated financial statements at September 30, 1999 and for
the  three  and  nine-month  periods  ended  September  30,  1998  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, 1998 presented
in the Company's Form 10, as amended.

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 standard to affect its financial statements.

                                        6
<PAGE>
                       Pacific Magtron International Corp.

                   Notes to Consolidated Financial Statements

3. STOCK OPTIONS

During the nine months ended  September 30, 1999,  no additional  options of the
Company's common stock were granted and no issued options were exercised.

4. STATEMENTS OF CASH FLOWS


Cash was paid during the nine months ended September 30, 1998 and 1999 for:

                                                           Nine Months Ending
                                                              September 30,
                                                        ------------------------
                                                          1998            1999
                                                        ---------      ---------
Income taxes                                            $ 992,500      $ 386,000
                                                        ---------      ---------
Interest                                                $ 210,300      $ 200,400
                                                        =========      =========

As discussed in Note 5,  non-cash  financing  activities  during the nine months
ending  September 30, 1998  resulted from the issuance of 100,000  shares of the
Company's  common  stock to an  unrelated  party under the terms of a consulting
agreement.

5. CONSULTING AGREEMENT

On July 17, 1998,  the Company issued  100,000  restricted  shares of its common
stock to an unrelated party under the terms of a consulting agreement. Under the
agreement,  if the services were  provided,  the shares were to vest 50% on July
17,  1999  and 50% on July 17,  2000.  If the  services  were  not  provided  as
required,  the consultant was to forfeit those shares not vested. The Company 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 the first  half of 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 $743,000.

                                        7
<PAGE>
                       Pacific Magtron International Corp.

                   Notes to Consolidated Financial Statements

6. EQUITY INVESTMENT

In May 1999, the Company and Rising Edge Technologies, Ltd., a corporation based
in Taiwan ("Rising Edge"),  entered into an Operating  Agreement  respecting 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 in the post-technological
feasibility  phase of  developing  various  software  products.  The Company and
Rising Edge each own a 50% interest in LEA.  The brother of a director,  officer
and  principal  shareholder  of the Company is also a director,  officer and the
sole shareholder of Rising Edge. The Company is accounting for its investment in
LEA by the equity method whereby 50% of the equity interest in the net income or
loss of LEA flows through to the Company.

                                        8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The accompanying  discussion and analysis of financial  condition and results of
operations  is based on the  consolidated  financial  statements of the Company,
which are included elsewhere in this Quarterly Report. The following  discussion
and  analysis  should be read in  conjunction  with the  accompanying  financial
statements and related notes thereto.  This discussion contains  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  and Section 21E of the Securties 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  the  control  of the  Company  and its
management,  include, but are not limited to, technological changes,  diminished
marketability of inventory,  increased warranty costs, competition,  recruitment
and retention of technical personnel,  Year 2000 issues, dependence on continued
manufacturer  certification,  dependence on certain suppliers,  risks associated
with the  projects  the Company is engaged to complete,  and  dependence  on key
personnel.

GENERAL

Pacific  Magtron  International  Corp., a Nevada  corporation  (the "Company" or
"Pacific  Magtron")  is an  integrated  solutions  provider of  computer-related
equipment  and  services.  The  Company's  primary  business  is  the  wholesale
distribution  of computer  and related  hardware  components  and  software  for
personal  computers to value added resellers,  retailers,  systems  integrators,
original  equipment  manufacturers,  independent  hardware and software vendors,
consultants,  and  contractors.  In May 1998,  the  Company  formed a  corporate
information systems division known as Frontline Network Consulting ("Frontline")
to  serve  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       Nine Months Ended
                                        September 30,           September 30,
                                      -----------------       -----------------
                                      1998        1999        1998        1999
                                      -----       -----       -----       -----
Sales                                 100.0%      100.0%      100.0%      100.0%
Cost of sales                          92.8        92.3        93.3        92.4
                                      -----       -----       -----       -----
Gross margin                            7.2         7.7         6.7         7.6
Operating expenses                      3.4         6.1         3.4         6.6
                                      -----       -----       -----       -----
Income from operations                  3.8         1.6         3.3         1.0
Other expense, net                      0.1         0.1         0.1         0.1
Income taxes                            1.5         0.6         1.3         0.4
                                      -----       -----       -----       -----
Net income                              2.2%        0.9%        1.9%        0.5%
                                      =====       =====       =====       =====

                                        9
<PAGE>
THREE MONTHS ENDED  SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1998

Sales for the three months ended September 30, 1999 were $28,505,700, a decrease
of $600,900,  or approximately  2%, compared to $29,106,600 for the three months
ended  September 30, 1998. The decrease in sales  attributable  to the Company's
computer  products  division for the three months  ended  September  30, 1999 of
$1,256,700,  or approximately  4%, compared to the  corresponding  period of the
previous year  resulted from the Company's  focus on improving its gross margin.
Approximately  $1,153,900  of the sales during the three months ended  September
30, 1999 were attributable to the FrontLine division that was formed in May 1998
to  serve  the  networking  and  personal  computer  requirements  of  corporate
customers.  Sales recognized by the Company's  Frontline  division were $498,100
during the three months ended September 30, 1998.

Gross margin for the three months ended  September 30, 1999 was  $2,190,900,  an
increase of $91,200,  or 4%,  compared to $2,099,700  for the three months ended
September  30, 1998.  The gross margin as a percentage of sales  increased  from
7.2% for the three months ended  September 30, 1998 to 7.7% for the three months
ended  September  30,  1999.  This  increase  is  primarily  due to better  cost
controls,  participation in more vendor rebate programs,  and an increased focus
on marketing  products with a higher gross margin.  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 the sales
of the Company's  computer  products group,  the higher gross margin  percentage
earned by  FrontLine  had only a minor  effect on the  Company's  overall  gross
margin during the period.

Operating expenses, including selling, general,  administrative and amortization
of prepaid  consulting  fee, for the three months ended  September 30, 1999 were
$1,723,300,  an increase of $725,400, or 73%, compared to $997,900 for the three
months  ended  September  30,  1998.  The  increase is primarily a result of the
hiring of  additional  personnel  to  support  the  expansion  of the  Company's
business, establishment of the management infrastructure,  including the ramp-up
of the Company's Frontline division,  expenses in connection with its transition
to a publicly traded company,  and a non-cash charge of $276,600 (as compared to
$52,100  during  the  corresponding  period in 1998) for the  amortization  of a
prepaid  consulting fee. As a percentage of sales,  operating expenses increased
to 6.1% for the three  months ended  September  30, 1999 as compared to 3.4% for
the three  months ended  September  30, 1998  resulting  from an increase in the
Company's fixed cost component of operating expenses.

Income  from  operations  for the three  months  ended  September  30,  1999 was
$467,600,  a decrease of  $634,200,  or 58%, as compared to  $1,101,800  for the
three months ended  September 30, 1998.  As a percentage  of sales,  income from
operations  decreased to 1.6% for the three months ended  September  30, 1999 as
compared to 3.8% for the three months ended  September  30, 1998.  This decrease
was  primarily  due to the 73% increase in  operating  expenses,  including  the
$276,600  non-cash charge related to the  amortization  of a prepaid  consulting
fee. The impact of the increase in operating  expenses was marginally  offset by
the improved gross margin  experienced  during the three months ended  September
30, 1999.

                                       10
<PAGE>
Interest  expense for the three months ended  September 30, 1999 was $66,600,  a
decrease  of $3,700,  or 5%,  compared  to $70,300  for the three  months  ended
September  30, 1998.  This decrease was due to a reduction in the balance of the
Company's  mortgage on its office  building  facility  as a result of  scheduled
principal payments.  Interest income decreased from $49,500 for the three months
ended  September  30, 1998 to $43,400 for the three months ended  September  30,
1999, a decrease of $6,100,  or 12%, which was  principally  due to lower market
interest  rates   available  for   short-term   investments  of  cash  and  cash
equivalents.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998

Sales for the nine months ended September 30, 1999 were $79,128,400, an increase
of $1,206,400,  or approximately 2%, compared to $77,922,000 for the nine months
ended  September  30,  1998.  The  Company   experienced  a  decrease  in  sales
attributable  to its  computer  products  division  for the  nine  months  ended
September  30,  1999  of  $1,215,800,  or  approximately  2%,  compared  to  the
corresponding  period of the previous year as the Company focused its efforts on
improving gross margin.  Approximately $2,940,900 of the sales recognized by the
Company during the nine months ended September 30, 1999 were attributable to the
FrontLine  division  that was  formed  in May 1998 to serve the  networking  and
personal computer  requirements of corporate customers.  Sales recognized by the
Company's  Frontline  division  were  $518,700  during  the  nine  months  ended
September 30, 1998.

Gross margin for the nine months ended  September  30, 1999 was  $6,008,600,  an
increase of $783,900,  or 15%,  compared to $5,224,700 for the nine months ended
September  30, 1998.  The gross margin as a percentage of sales  increased  from
6.7% for the nine months  ended  September  30, 1998 to 7.6% for the nine months
ended  September  30,  1999.  This  increase  is  primarily  due to better  cost
controls,  participation in more vendor rebate programs,  and an increased focus
on marketing  products with a higher gross margin.  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 the sales of the
Company's  computer products group, the higher gross margin percentage earned by
FrontLine had only a minor effect on the overall increase in the Company's gross
margin during the period.

Operating expenses, including selling, general,  administrative and amortization
of prepaid  consulting  fee, for the nine months ended  September  30, 1999 were
$5,225,300,  an increase of $2,562,200,  or 96%,  compared to $2,663,100 for the
nine months ended  September 30, 1998.  The noted increase is primarily a result
of the hiring of additional  personnel to support the expansion of the Company's
business and  establishment  of the  management  infrastructure,  including  the
ramp-up of the  Company's  Frontline  division,  additional  expenses in 1999 in
connection  with the  transition to a publicly  traded  company,  and a non-cash
charge of $626,700 (as compared to $52,100  during the  corresponding  period in
1998) for the  amortization  of a prepaid  consulting  fee. As a  percentage  of
sales,  operating expenses increased to 6.6% for the nine months ended September
30,  1999 as  compared  to 3.4% for the nine  months  ended  September  30, 1998
resulting  from an increase in the Company's  fixed cost  component of operating
expenses.

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<PAGE>
Income  from  operations  for the  nine  months  ended  September  30,  1999 was
$783,300,  a decrease of  $1,778,300,  or 69%, as compared to $2,561,600 for the
nine months ended  September  30, 1998.  As a percentage  of sales,  income from
operations  decreased  to 1.0% for the nine months ended  September  30, 1999 as
compared to 3.3% for the nine months ended September 30, 1998. This decrease was
primarily due to the 96% increase in operating expenses,  including the $626,700
non-cash  charge related to the  amortization  of a prepaid  consulting fee. The
impact of the  increase  in  operating  expenses  was  marginally  offset by the
improved  gross margin  experienced  during the nine months ended  September 30,
1999.

Interest  expense for the nine months ended  September 30, 1999 was $200,400,  a
decrease  of $9,900.  or 5%,  compared to  $210,300  for the nine  months  ended
September  30, 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 payments.  Interest income decreased from $138,800 for the nine months
ended  September  30, 1998 to $136,600 for the nine months ended  September  30,
1999,  a decrease of $2,200,  or 2%, which was  principally  due to lower market
interest  rates   available  for   short-term   investments  of  cash  and  cash
equivalents.

LIQUIDITY AND CAPITAL RESOURCES

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

At September 30, 1999, the Company had  consolidated  cash and cash  equivalents
totaling $4,308,700 and working capital of $7,968,400. 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 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,  all of which were  partially  offset by an increase in accounts
receivable and a decrease in accounts  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 operating activities
during the nine months ended September 30, 1998 was $2,364,600,  which reflected
the net effect of increases in accounts  receivable  and  inventories  that were
partially  offset by an increase in accounts  payable and the net income for the
period.

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 used in investing  activities  during the nine months ended
September  30, 1998 was  $76,600,  primarily  resulting  from the issuance of an
additional note receivable to a shareholder.

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.  As of
September 30, 1999,  the Company had  available  financing in the form of a $7.0
million  floor plan  inventory  loan which is  collateralized  by the  inventory

                                       12
<PAGE>
purchased  and any  proceeds  from the sale of the  inventory.  The  outstanding
balance of the floor plan  inventory  loan at September 30, 1999 was  $1,528,200
and the loan is subject to 45-day repayment terms, at which time interest begins
to accrue at the prime rate (8.25% at September 30, 1999).  Net cash provided by
financing  activities  was  $1,066,300  for the nine months ended  September 30,
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  September  30,  1999,  the  Company's  material  commitments  for capital
expenditures  consisted of an estimated  $470,000  investment  in its 50% equity
interest in LEA.

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.

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 to the  extent  resulting  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 Year 2000
compliant.

                                       13
<PAGE>
The Company's  management  has performed a complete  assessment of the Company's
Year  2000  requirements,  including  all  of  its  information  technology  and
non-information  technology systems.  The Company budgeted $75,000 to ensure the
Company's major computer systems and some  non-critical  software were Year 2000
compliant.  The total cost of identifying  and addressing Year 2000 problems was
$75,000.

The Company has also  developed a  contingency  plan for dealing  with the worst
case scenario in order to minimize the risks associated with potential Year 2000
disruptions, including assessing the need to locate alternate vendors or service
providers.

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 has
made 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  has  obtained  statements  from  nearly all 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.  Due to the general
uncertainty  inherent in the Year 2000 issue, there can be no assurance that the
Year 2000 issues of other  entities will not have a material  adverse  impact on
the Company's system or results of operations.

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.  However,  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  and remedied in a
timely manner,  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.

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<PAGE>
ITEM 5. OTHER INFORMATION

Limin  Hu,  Ph.D.  and  Hank C. Ta were  appointed  to the  Board  of  Directors
effective April 5, 1999.

Dr. Hu, age 37, has been  President at Hugo  Technologies,  Inc.  since February
1996. Hugo is a company based in Union City,  California that designs and builds
systems  integration and architecture  software and  client/server and data base
management  systems.  From March 1994 to January 1996 he was vice  president and
general manager of Teknekron  Systems,  LLC. where he managed the pharmaceutical
systems division and developed  complete  integrated system  infrastructure  for
various  clients.  Dr. Hu  received  his B.S.  in  electrical  engineering  from
National  Taiwan  University,  ROC and his Ph.D. in electrical  engineering  and
computer science from the University of California, Berkeley.

Hank C. Ta, age 40, has been the president, chief executive officer and owner of
CC  Integration/MicroAge  since 1992.  CC  Integration,  based in  Mountainview,
California,  is a reseller for leading personal computer vendors such as Hewlett
Packard,  Compaq,  and  IBM.  Mr.  Ta  received  his B.S.  from  San Jose  State
University.

Neither  Dr. Hu or Mr. Ta owns any  equity  securities  or holds any  options to
purchase any equity securities of the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          27   Financial Data Schedule

     (b)  Reports on Form 8-K:

          None

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<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 November 15, 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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