SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended March 31, 1999                Commission File No 000-25277


                       PACIFIC MAGTRON INTERNATIONAL CORP.


Incorporated in the State of Nevada                           IRS No. 88-0353141


                             1600 California Circle
                           Milpitas, California 95035
                                 (408) 956-8888


     Indicate  by check mark  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  report,  and (2) has been subject to such
filing requirements for the past 90 days.

                           Yes [X]   No  [ ]

             Common Stock; $.001 par value 10,100,000 shares issued
                       and outstanding at March 31, 1998
<PAGE>
Part I. - Financial Information

Item 1. - Consolidated Financial Statements

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

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

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

          Notes to consolidated financial statements                     5-7

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

Part II - Other Information

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

Signatures
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                           CONSOLIDATED BALANCE SHEETS


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

CURRENT ASSETS:
  Cash and cash equivalents                        $ 3,197,100      $ 3,309,100
  Accounts receivable, net of allowance for
   doubtful accounts of $150,000 and $150,000        6,321,800        6,150,100
  Inventories                                        6,390,300        3,731,200
  Prepaid expenses and other current assets            393,200          335,400
  Notes and interest receivable from shareholders      268,100          272,600
  Deferred income taxes                                161,300          161,300
                                                   -----------      -----------

TOTAL CURRENT ASSETS                                16,731,800       13,959,700

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

DEPOSITS AND OTHER ASSETS                              104,900          141,400
                                                   -----------      -----------

                                                   $20,874,700      $18,554,000
                                                   ===========      ===========

                    See accompanying notes to consolidated financial statements.

                                       1
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                           CONSOLIDATED BALANCE SHEETS


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

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

TOTAL CURRENT LIABILITIES                             8,955,100      6,431,300

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

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

TOTAL LIABILITIES                                    12,363,700      9,836,400
                                                    -----------    -----------

COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENT

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

 Common stock, $0.001 par value; 25,000,000 shares
  authorized; 10,100,000 shares issued and
  outstanding at December 31, 1998 and
  March 31, 1999                                         10,100         10,100
 Additional paid-in capital                           1,028,100      1,028,100
 Retained earnings                                    7,472,800      7,679,400
                                                    -----------    -----------

TOTAL SHAREHOLDERS' EQUITY                            8,511,000      8,717,600
                                                    -----------    -----------

                                                    $20,874,700    $18,554,000
                                                    ===========    ===========

                    See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                        CONSOLIDATED STATEMENTS OF INCOME




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

SALES                                            $25,111,400       $26,580,300

COST OF SALES                                     23,729,100        24,678,800
                                                 -----------       -----------

GROSS MARGIN                                       1,382,300         1,901,500

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES         789,300         1,545,000
                                                 -----------       -----------

INCOME FROM OPERATIONS                               593,000           356,500
                                                 -----------       -----------
OTHER EXPENSE (INCOME):
     Interest income on shareholder notes             (2,800)           (4,500)
     Interest income                                 (44,200)          (49,000)
     Interest expense                                 69,700            65,600
                                                 -----------       -----------

TOTAL OTHER EXPENSE                                   22,700            12,100
                                                 -----------       -----------

INCOME BEFORE INCOME TAXES                           570,300           344,400

INCOME TAXES                                         228,100           137,800
                                                 -----------       -----------

NET INCOME                                       $   342,200       $   206,600
                                                 ===========       ===========

Basic and diluted earnings per share             $      0.04       $      0.02

Basic weighted average common shares
 outstanding                                       9,000,000        10,100,000

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

                    See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                         1998          1999
THREE MONTHS ENDED MARCH 31,                          (Unaudited)   (Unaudited)
                                                      ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                          $  342,200     $  206,600
  Adjustments to reconcile net income to
   net cash provided by operating activities:
   Depreciation and amortization                          34,400         38,900
   Amortization of prepaid consulting fee                     --         30,000
   Changes in operating assets and liabilities:
     Accounts receivable                                 449,100        171,700
     Inventories                                        (890,800)     2,659,100
     Prepaid expenses and other current assets           (23,900)        57,800
     Accounts payable                                    613,800       (892,700)
     Accrued expenses                                    170,400         41,900
                                                      ----------     ----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                695,200      2,313,300
                                                      ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Notes and interest receivable from shareholders         (55,700)        (4,500)
 Deposits and other assets                                (8,300)       (66,500)
 Acquisition of property and equipment                    (4,800)      (453,800)
                                                      ----------     ----------

NET CASH USED IN INVESTING ACTIVITIES                    (68,800)      (524,800)
                                                      ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (decrease) increase in floor plan
    inventory loans                                      123,700      1,666,200)
  Principal payments on SBA loan                          (5,700)        (6,100)
  Principal payments on bank loan                         (3,800)        (4,200)
                                                      ----------     ----------

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES      114,200      1,676,500)
                                                      ----------     ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                740,600        112,000

CASH AND CASH EQUIVALENTS, beginning of period         3,262,900      3,197,100
                                                      ----------     ----------

CASH AND CASH EQUIVALENTS, end of period              $4,003,500     $3,309,100
                                                      ==========     ==========

                    See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

                    In May  1998,  the  Company  formed  its  Frontline  Network
                    Consulting  (Frontline)  division,  a corporate  information
                    systems  group  that  serves  the  networking  and  personal
                    computer  requirements  of  corporate  customers.   Revenues
                    earned and net loss  incurred by Frontline  during the three
                    months ended March 31, 1999 were $740,800 (including service
                    revenues  of  $17,400)  and  ($12,600),   respectively,  and
                    Frontline's total assets were $1,035,200 at March 31, 1999.

                                       5
<PAGE>
 2.FINANCIAL        The accompanying  consolidated financial statements at March
   STATEMENT        31, 1999,  and for the three month  periods  ended March 31,
   PRESENTATION     1998  and  1999  are  unaudited,  but,  in  the  opinion  of
   AND NEW          management,  include all  adjustments  necessary  for a fair
   ACCOUNTING       presentation of consolidated  financial position and results
   STANDARDS        of operations for the periods presented. Certain information
                    and footnote  disclosures normally included in the financial
                    statements  prepared in accordance  with generally  accepted
                    accounting principles have been omitted.  These consolidated
                    financial  statements should be read in conjunction with the
                    audited  consolidated  financial statements and accompanying
                    notes for the year ended  December 31, 1998 presented in the
                    Company's Form 10.

                    In  June  1998,  the  FASB  issued  Statement  of  Financial
                    Accounting   Standards   (SFAS)  No.  133,   ACCOUNTING  FOR
                    DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.  SFAS No. 133
                    requires companies to recognize all derivatives contracts as
                    either  assets or  liabilities  in the balance  sheet and to
                    measure them at fair value. If certain conditions are met, a
                    derivative may be  specifically  designated as a hedge,  the
                    objective  of which is to match  the  timing of gain or loss
                    recognition on the hedging  derivative  with the recognition
                    of (i) the changes in the fair value of the hedged assets or
                    liability that are  attributable  to the hedged risk or (ii)
                    the earnings  effect of the hedged  forecasted  transaction.
                    For a derivative not designated as a hedging instrument, the
                    gain and loss is  recognized  in  income  in the  period  of
                    change. SFAS No. 133 is effective for all fiscal quarters of
                    fiscal years beginning after June 15, 1999.

                    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  on  January  1,  2000 to  affect  its
                    financial statements.

                                       6
<PAGE>
                       PACIFIC MAGTRON INTERNATIONAL CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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


4. STATEMENTS OF    Cash was paid during the three  months  ended March 31, 1998
   CASH FLOWS       and 1999 for:

                    THREE MONTHS ENDING MARCH 31,        1998            1999
                    -----------------------------        ----            ----
                    Income taxes                       $    --         $176,000
                                                       =======         ========
                    Interest                           $69,700         $ 65,600
                                                       =======         ========


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

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

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

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

GENERAL

Pacific  Magtron  International  Corp., a Nevada  corporation  (the "Company" or
"Pacific  Magtron")  is an  integrated  solutions  provider of  computer-related
equipment  and  services.  The  Company's  primary  business  is  the  wholesale
distribution  of computer  and related  hardware  components  and  software  for
personal  computers to value added resellers,  retailers,  systems  integrators,
original  equipment  manufacturers,  independent  hardware and software vendors,
consultants,  and  contractors.  In May 1998,  the  Company  formed a  corporate
information systems group called Frontline Network Consulting ("Frontline") with
the goal of  serving  the  networking  and  personal  computer  requirements  of
corporate customers.  As used herein and unless otherwise  indicated,  the terms
"Company" "we" and "our" refer to Pacific Magtron  International  Corp. and each
of its operating divisions and subsidiaries.

RESULTS OF OPERATIONS

The following  table sets forth,  for the periods  indicated,  certain  selected
financial data as a percentage of sales:
                                                      Three Months Ended
                                                           March 31,
                                                      ------------------
                                                       1998         1999

Sales                                                 100.0%       100.0%
Cost of Sales                                           94.5         92.8
                                                      ------       ------
Gross Margin                                             5.5          7.2
Selling, General and Administrative Expenses             3.1          5.8
                                                     -------      -------
Income from Operations                                   2.4          1.3
Other Expense, net                                       0.1          0.0
Income Taxes                                             0.9          0.5
                                                     -------      -------
Net Income                                               1.4%         0.8%
                                                     -------      -------

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

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

Gross  margin for the three  months  ended  March 31,  1999 was  $1,901,500,  an
increase of $519,200 or 38%,  compared to $1,382,300  for the three months ended
March 31, 1998.  The gross margin as a percentage of sales  increased  from 5.5%
for the three  months  ended March 31, 1998 to 7.2% for the three  months  ended
March 31, 1999.  This increase in gross margin  percentage  arose primarily as a
result of better cost controls,  including  participation  in more vendor rebate
programs,  and the focus on marketing  product  lines with a higher gross margin
during the last twelve months.  Gross margin relating to the FrontLine  division
for the three months ended March 31, 1999 was $121,300,  or 16.4% of FrontLine's
sales  during the same  period.  However,  since  FrontLine's  sales levels were
relatively  insignificant in relation to that of the Company's computer products
group, the higher gross margin  percentage  earned by FrontLine had only a minor
favorable  effect on the overall  increase in the Company's  gross margin during
the three months ended March 31, 1999.

Selling,  general and  administrative  expenses for the three months ended March
31, 1999 were $1,545,000,  an increase of $755,700, or 96%, compared to $789,300
for the three  months ended March 31,  1998.  The noted  increase is primarily a
result of the hiring  additional  personnel  to  support  the  expansion  of the
Company's business and establishment of the management infrastructure, including
the  ramp-up of the  Company's  Frontline  division.  In  addition,  the Company
incurred  additional  expenses in 1999 in  connection  with the  transition to a
publicly  traded  company.  As a  percentage  of  sales,  selling,  general  and
administrative  expenses  increased to 5.8% for the three months ended March 31,
1999 as compared  to 3.1% for the three  months  ended March 31, 1998  resulting
from an increase in the Company's  fixed cost component of selling,  general and
administrative expenses.

Income from operations for the three months ended March 31, 1999 was $356,500, a
decrease of $236,500 or 40%, as compared to $593,000  for the three months ended
March 31, 1998. As a percentage of sales,  income from  operations  decreased to
1.3% for the three months ended March 31, 1999 as compared to 2.4% for the three
months ended March 31, 1998. This decrease was primarily due to the 96% increase
in selling,  general and administrative  expenses which was marginally offset by
the improved  gross margin  experienced  during the three months ended March 31,
1999.

                                       9
<PAGE>
Interest  expense  for the three  months  ended March 31,  1999 was  $65,600,  a
decrease of $4,100 or 6%,  compared to $69,700 for the three  months ended March
31, 1998.  This  decrease was due to a decrease in the balance of the  Company's
mortgage  on its office  building  facility as a result of  scheduled  principal
payments.  Interest  income  increased  from  $47,000 for the three months ended
March 31, 1998 to $53,500 for the three months ended March 31, 1999, an increase
of $6,500 or 14%, which was principally due to better cash management.

LIQUIDITY AND CAPITAL RESOURCES

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

At March 31,  1999,  the  Company  had  consolidated  cash and cash  equivalents
totaling $3,309,100 and working capital of $7,528,400. At December 31, 1998, the
Company had  consolidated  cash and cash  equivalents  totaling  $3,197,100  and
working  capital of $7,776,700.  The decrease in working capital was principally
due to the acquisition of property and equipment during 1999.

Net cash  provided by operating  activities  during the three months ended March
31,  1999 was  $2,313,300,  which  reflected  the net  income for the period and
decreases in inventory and accounts  receivable that were partially  offset by a
decrease in accounts payable. The decrease in inventory was due primarily to the
Company's  focus on improving its inventory  turnover by balancing the inventory
product  mix and levels in relation to  customer  orders with  favorable  vendor
terms and programs.  Net cash provided by operating  activities during the three
months ended March 31, 1998 was  $695,200,  which  reflected the net effect of a
decrease  in accounts  receivable,  increases  in  accounts  payable and accrued
expenses,  and the net income for the  period,  and was  partially  offset by an
increase in inventories.

Net cash used in investing activities was $524,800 during the three months ended
March 31, 1999,  primarily reflecting cash used for improvements to the building
owned and occupied by the Company to support the Company's expanding  workforce.
Net cash used in  investing  activities  during the three months ended March 31,
1998 was $68,800,  primarily  resulting from the issuance of an additional  note
receivable to a shareholder.

Net cash used in financing  activities was $1,676,500 for the three months ended
March 31, 1999,  primarily  from the decrease in floor plan  inventory  loans as
well as the payment of the  mortgage  loans for the  Company's  facility.  As of
March 31,  1999,  the  Company  has  available  financing  in the form of a $7.0
million  floor plan  inventory  loan which is  collateralized  by the  inventory
purchased  and any  proceeds  from the sale of the  inventory.  The  outstanding
balance of the floor plan  inventory loan at March 31, 1999 was $638,800 and the
loan is subject to 45-day  repayment  terms,  at which time  interest  begins to
accrue  at the  prime  rate  (7.75% at March 31,  1999).  Net cash  provided  by
financing  activities  was  $114,200  for the three months ended March 31, 1998,
primarily  from the  increase  in the  floor  plan  inventory  loans,  which was
partially offset by payment of the mortgage loans for the office facility.

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

                                       10
<PAGE>
software  products.  The Company believes that the cash flow from operations and
borrowing  available  under  its $7.0  million  inventory  floor  plan loan will
satisfy the Company's  anticipated  requirements  for working capital through at
least the next 12 months.

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, 1999.

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  on  January  1, 2000 to affect  its
financial statements.

INFLATION

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

YEAR 2000

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

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

                                       11
<PAGE>
The Company has not yet developed a contingency  plan for dealing with the worst
case  scenario,  and such  scenario  has not yet been  clearly  identified.  The
Company plans to complete such an analysis by July 31, 1999 in order to minimize
the risks associated with potential Year 2000 disruptions,  including  assessing
the need to locate alternate vendors or service providers.

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

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

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

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

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

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<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          27   Financial Data Schedule*


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<PAGE>
                                   SIGNATURES

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

Dated May 17, 1999

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



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


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