UNITED
  STATESSECURITIES
  AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM
  10-K/AAmendment
  No. 1 
  To
  FORM 10-K

(MARK
  ONE)

[X] ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT
  OF 1934

For the fiscal year
ended December 31, 2003

OR

[ ] TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition
  period from ________________ to _________________

Commission
  file number 0-17521

PACIFIC
  MAGTRON INTERNATIONAL CORP.

(Exact Name of
Registrant as Specified in Its Charter)

|                                                                                     |  |                                              
|------------------------------------------------------------------------------------ |  | ---------------------------------------------
|Nevada(State or Other Jurisdiction ofIncorporation or Organization)                  |  | 88-0353141(I.R.S. EmployerIdentification No.)
|                                                                                     |  |                                              
|1600 California Circle, Milpitas, California(Address of Principal Executive Offices) |  | 95035(Zip Code)                              

Registrants
telephone number, including area code (408) 956-8888

Securities registered
pursuant to Section 12(b) of the Act:

|Title of Each Class |  | Name
of Each Exchange on Which Registered
|------------------- |  | -----------------------------------------
|n/a                 |  | n/a                                      



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Securities
  registered pursuant to Section 12(g) of the Act:

Common
  Stock, $.001 par value (Title of Class)

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

Indicate by check mark
  if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
  not contained herein, and will not be contained, to the best of registrants
  knowledge, in definitive proxy or information statements incorporated by reference
  in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark
  whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
  the Act). Yes [ ] No [X ]

At June 30, 2003 the aggregate
  market value of common stock held by non-affiliates of the registrant was approximately
  $1,574,000.

APPLICABLE
  ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCYPROCEEDINGS
  DURING THE PRECEDING FIVE YEARS:

Indicate by
  check mark whether the registrant has filed all documents and reports required
  to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
  subsequent to the distribution of securities under a plan confirmed by a court.
  Yes [ ] No [ ] N/A

APPLICABLE
  ONLY TO CORPORATE REGISTRANTS

Indicate the number of
  shares outstanding of each of the Registrants classes of common stock,
  as of the latest practicable date.

At April 26, 2004 the number
  of shares of common stock outstanding was 10,485,062

DOCUMENTS
  INCORPORATED BY REFERENCE

None.



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EXPLANATORY
  NOTE

PART III

DIRECTORS

The following sets forth
  certain information concerning the Board of Directors of the Company:

|THEODORE S. LI
        (Age 46) |  | Mr. Li
      has served as our President, Treasurer and a
      Director since 1998 and as the President and a Director of Pacific Magtron,
      Inc., a California corporation that is our principal operating subsidiary
      ("PMI"), since 1995. He is responsible for our operations, technical
      functions and finance.
|------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|HUI "CYNTHIA"
        LEE 
        (age 41) |  | Ms. Lee
      has served as our Secretary and a Director
      since 1998, and as a Director and Vice President, Sales and Purchasing of
      PMI since 1995. She is responsible for our sales and purchasing functions.
      She received her bachelor of language and literature from Chang Chi University
      in Taiwan. Ms. Lee is married to Dr. Jey Hsin Yao.
|------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|JEY HSIN YAO, PH.D.
        (age 41) |  | Dr. Yao
      has served as a Director since 1998 and as a
      Director and Secretary of PMI since 1995. He has been employed at Fujitsu
      as a senior researcher since 1992. He received his bachelor of science in
      electrical engineering from National Taiwan University, and his masters
      and PhD degrees from the Department of Electrical Computer Engineering of
      the University of California, Santa Barbara. Dr. Yao is married to Ms. Hui
      "Cynthia" Lee.
|------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|HANK C. TA 
        (age 46) |  | Mr. Ta
      has served as a Director since 1999. Mr. Ta has
      been the President and Chief Executive Officer of CC Integration/Micro Age
      since 1992. This company is an authorized reseller from Compaq, Cisco and
      Hewlett Packard. He received his bachelor of science in electrical engineering
      from San Jose State University.
|---------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Raymond Crouse
        (age 44) |  | Mr. Crouse
      served as a Director of the Board and as 
      the as the Chairman of the Audit Committee since June 17, 2002. He has served
      as a Director of Litigation & Recovery of De Lage Landen Financial Services
      since 2002. Mr. Crouse was the Vice President and National Portfolio Director
      for Finova Capital Corporation in 2001 and 2000. He was a founder and President
      of AMC Capital Services, Inc. from 1996 to 1999. AMC Capital Services provides
      financial and commercial lending services to various companies.
|------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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EXECUTIVE OFFICERS

AUDIT COMMITTEE

Mr. Raymond Crouse (Chair)
  and Mr. Hank C. Ta each served on the Companys Audit Committee during
  2003. The board of directors has determined that Mr. Crouse qualifies as an
  audit committee financial expert as defined by applicable regulations
  of the SEC and that he is independent as defined by the applicable
  rules under the Nasdaq Listing standards.

COMPENSATION
  COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We do not have a Compensation
  Committee, and the entire Board of Directors made executive officer compensation
  decisions. Both Mr. Theodore Li and Ms. Hui Cynthia Lee are executive
  officers and participated in the deliberations of our Board of Directors concerning
  executive officer compensation.

Based solely on its review
  of copies of reports filed by reporting persons of the Company pursuant to Section
  16(a) of the Exchange Act, or written representations from reporting persons
  that no Form 5 filing was required for such person, the Company believes that
  all filings required to be made by reporting persons of the Company were timely
  made in accordance with requirements of the Exchange Act.

CODE OF ETHICS

The Company adopted a Code
  of Business Conduct that applies to all of our employees and has particular
  sections that apply to our principal executive officer and senior financial
  officers. We posted the text of our code of conduct on our website, www.pacificmagtron.com.
  In addition, we will promptly disclose on our website (1) the nature of any
  amendment to our code of conduct that applies to our principal executive officer
  and senior financial officers, and (2) the nature of any waiver, including an
  implicit waiver, from a provision of our code of ethics that is granted to one
  of these specified officers, the name of such officer who is granted the waiver
  and the date of the waiver.

The following table sets
  forth all cash compensation paid by us to the chief executive officer and the
  most highly compensated executive officers and key employees (the Named
  Executive Officers) whose total remuneration exceeded $100,000 for services
  rendered in all capacities to us during the last three completed fiscal years.

|                                      |  | Annual
      Compensation(1) | 
|------------------------------------- |  | ---------------------------- | 
|
|Theodore
      Li                     |  | 2003                         | 
|President,
      Chief Executive      |  | 2002                         | 
|Officer,
      Treasurer and Director |  | 2001                         | 
|                                     
|Hui
      "Cynthia" Lee               |  | 2003                         | 
|Secretary
      and Director          |  | 2002                         | 
|                                      |  | 2001                         | 

|    |                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | No executive officer named in the Compensation Table received personal benefits
  or perquisites in excess of the lesser of $50,000 or 10% of his or her aggregate
  salary and bonus.
|    |                                                                                                                                                                                       
|(2) | Consists
  of contributions made by us on behalf of the executive officer to the PMI Pension/Profit
  Sharing Plan.                                                                   
|    |                                                                                                                                                                                       
|(3) | All
  options have an exercise price at least equal to fair market value on the date
  of grant.                                                                                      

---

OPTION GRANTS
  IN LAST FISCAL YEAR

There were no options to
  purchase shares of our common stock granted during 2003 to the Named Executive
  Officers.

The
  following table shows the numbers of shares of common stock represented by outstanding
  stock options held by each of the Named Executive Officers at December 31, 2003.

|Number of SecuritiesUnderlying Unexercised Options at December 31, 2003 | Value of UnexercisedIn-The-Money Optionsat December 31, 2003(1)
|----------------------------------------------------------------------- | ---------------------------------------------------------------
|Name                                                                   
|Theodore Li                                                             | 250,000(2)                                                     
|Hui "Cynthia" Lee                                                       | 250,000(2)                                                     

|(1) | Options
      are in-the-money if the fair market value of the shares of common stock
      exceeds the exercise price.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(2) | These options
      were granted on May 4, 2001 and all of these options were immediately exercisable.
      Of the options granted, 103,092 are incentive stock options granted under
      the 1998 Incentive Stock Option Plan and have an exercise price per share
      of $0.97. The remaining 146,908 options are non-qualified options not granted
      under any plan. The exercise price per share is $0.88.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

DIRECTOR COMPENSATION

Directors currently receive
  no cash compensation for their services in that capacity. Reasonable out-of-pocket
  expenses may be reimbursed to directors in connection with attendance at meetings.
  During 2002, Mr. Hank C. Ta was granted 10,000 options at a price of $1.05 per
  share and Mr. Raymond Crouse was granted 10,000 options at a price of $.76 per
  share. The options are exercisable in five years. Mr. Ta and Mr. Crouse are
  non-employee directors. There were no options granted to the directors in 2003.

COMPENSATION
  COMMITTEE INTERLOCKS

We do not have a Compensation
  Committee. Instead the entire Board of Directors makes executive officer compensation
  decisions. Both Mr. Theodore Li and Ms. Hui Cynthia Lee are executive
  officers and participate in the deliberations of our Board of Directors concerning
  executive officer compensation. The Board of Directors has no formal compensation
  criteria it uses in determining the executive officers compensation. For 2003,
  the Board of Directors considered the Companys fiscal status and the
  Companys overhead reduction plan in setting compensation.



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PERFORMANCE
  GRAPH

The following graph compares
  the cumulative shareholder return on our common stock from January 1, 1999 through
  December 31, 2003, based on the market price of the common stock, with the cumulative
  total return of the NASDAQ market Index and a Peer Group Index comprised of
  the following companies engaged in the sale or distribution of microcomputer
  products : Agilysys Inc., Bell Microproducts Inc., Compucom Sys Inc., Digital Riv Inc., En Pointe Technologies Inc., Evans & Sutherland
Computer, Falconstor Software Inc., Filenet Corp, Focus Enhancements Inc., Global Imaging Systems, GTSI Corp, Hy Tech Technology
Group Inc, Infotech USA Inc, Insight Enterprises Inc, Insignia Sys Inc, Henry Jack & Assoc Inc, Jaco Electrs Inc, Manchester
Technologies Inc, Merisel Inc, Micros to Mainframes Inc, Navidec Inc, Netsmart Technologies Inc, Netsolve Inc, Network Engines Inc,
Nova Commuincations Ltd, Second Stage Ventures Inc, SED Intl Hldgs Inc, Soyo Group Inc, Syscan Imaging Inc, Take-Two Interactive
Software, Tech Data Corp, Transnet Corp, Tripos Inc, United Stationers Inc, United Sys Technology Inc, Vartech Sys Inc, Webb
Interactive Svcs Inc, Windsortech Inc, and Zones Inc.

|
|

The following table sets
  forth information, as of March 31, 2004, with respect to the number of shares
  of our common stock beneficially owned by individual directors, by all directors
  and officers as a group, and by persons who we know own more than 5% of our
  common stock. We have no other class of voting stock outstanding. The address
  of each shareholder listed below is 1600 California Circle, Milpitas, California
  95035, except for Betty Lin, whose address is P.O. Box 5267, Berkeley, California
  94705.



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|Name of Beneficial Owner and Address  | Number of SharesBeneficially Owned | Percent ofCommon Stock
|------------------------------------- | ---------------------------------- | ----------------------
|Theodore S. Li(1)                     | 2,404,300                          |                       
|Hui "Cynthia" Lee(2)(3)               | 4,550,000                          |                       
|Betty Lin(4)                          | 2,194,400                          |                       
|Jey Hsin Yao(3)                       | 4,550,000(5)                       |                       
|Hank C. Ta(6)                         | 40,000                             |                       
|Raymond Crouse(7)                     | 10,000                             |                       
|Stonestreet, L.P.(8)                  | 1,160,700                          |                       
|All officers and Directors as a group |                                    |                       
|(5 persons)                           | 7,004,300                          |                       

_________________

(1)    
  Includes 250,000 shares Mr. Li has the right to acquire upon the exercise of
  options.

(2)    
  Includes 250,000 shares Ms. Lee has the right to acquire upon the exerciseof
  options.

(4)    
  Ms. Lin is neither a director nor an officer of the Company.

(5)     Is
  comprised of shares registered in the name of the listed personsspouse.

(6)     Includes
  40,000 shares Mr. Ta has the right to acquire upon the exercise of options.

(7)     Includes
  10,000 shares Mr. Crouse has the right to acquire upon the exercise of options.

(8)     Includes
  860,700 shares of common stock would have been converted if the conversion rights
  of the 4% Series A Convertible Preferred Stock were exercised and 300,000 warrants
  issued in conjunction with the issuance of the 4% Series A Convertible Preferred Stock.

(9)     Less
  than 1%



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SECURITIES AUTHORIZED
  FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following provides
  tabular disclosure of the number of securities to be issued as of December 31,
  2003 upon the exercise of outstanding options, the weighted average exercise
  price of outstanding options, and the number of securities remaining available
  for future issuance under equity compensation plans, aggregated into two categories
   plans that have been approved by stockholders and plans that have not.

|Plan Category       | Number of Securities to be Issued Upon Exercise of Outstanding  Options and Warrants | Weighted-average Exercise Price of Outstanding Options and Warrants | Number of Securities  Remaining  Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in 1st Column)
|------------------- | ------------------------------------------------------------------------------------ | ------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|                   
|Equity compensation |                                                                                      |                                                                     |                                                                                                                                              
|plans approved by   |                                                                                     
|stockholders        |                                                                                      | 594,000                                                             |                                                                                                                                              
|                   
|Equity compensation |                                                                                     
|plans not approved  |                                                                                     
|by stockholders     |                                                                                      | 500,000                                                             |                                                                                                                                              
|                    |                                                                                     
|Total               |                                                                                      | 1,094,000                                                           |                                                                                                                                              

The Company sold computer
  products to a company owned by Mr. Hank C. Ta, a member of the Audit Committee
  and Board of Directors of the Company. During 2003, 2002 and 2001, the Company
  recognized $102,400, $527,400 and $476,200, respectively, in sales revenues
  from this company. Included in accounts receivable as of December 31, 2002 is
  $27,000 due from this company. There was no amount due from this related party
  as of December 31, 2003.

On June 30, 2003, the Company
  sold substantially all intangible assets and certain equipment of Lea Publishing,
  Inc. (Lea), a wholly-owned subsidiary of the Company, to certain of the Leas
  employees (Purchaser). The Company also entered into a Proprietary Software
  License and Support Agreement with the Purchaser requiring the Purchaser to
  provide certain electronic commerce support services to LiveWarehouse, Inc.,
  a wholly-owned subsidiary of the Company, for a term of two years beginning
  July 1, 2003. The Company received $5,000 on the transaction closing date and
  the electronic commerce support services contract valued at $48,000 which is
  based on the number of service hours to be provided. The Company recorded a
  loss of $16,000 on the sale of the Lea assets.

AUDIT FEES

The aggregate fees billed
  by our independent auditors, KPMG LLP (KPMG), for the audit of our consolidated
  financial statements for the years ended December 31, 2003 and 2002 were $112,500
  and $90,000, respectively. The aggregate fees billed by KPMG for the review
  of our restated consolidated financial statements included in the Companys
  Form 10-Q for the quarters ended June 30, 2002 and September 30, 2002 were $27,500.
  The aggregate fees billed by KPMG for the review of the consolidated financial
  statements included in the Companys Forms 10-Q for fiscal 2003 and 2003
  were $36,000 and $33,000, respectively.

AUDIT-RELATED
  FEES

There were no fees billed
  in fiscal 2003 and 2002 by KPMG for assurance and related services except for
  the fees and services described under AUDIT FEES in above.

TAX FEES

There were no tax fees
  billed in fiscal 2003 and 2002 by KPMG for tax compliance, tax advice and tax
  planning services.



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ALL OTHER FEES

There were no other fees
  billed in fiscal 2003 and 2002 by KPMG for all other services.

The Audit Committee pre-approves
  all audit and non-audit services provided by the independent auditors prior
  to the engagement of the independent auditors with respect to such services.

SIGNATURES

Pursuant to the requirements
  of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
  has duly caused this amended report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

| | PACIFIC MAGTRON INTERNATIONAL
      CORP.
      a Nevada corporation By: /s/Theodore S. Li
      Theodore S. Li 
      President and Chief Financial Officer Date: April
      29, 2004
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------