SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): March 7, 2003


                       PACIFIC MAGTRON INTERNATIONAL CORP.
             (Exact name of registrant as specified in its charter)


                                     Nevada
                 (State or other jurisdiction of incorporation)


        000-25277                                         88-0353141
(Commission File Number)                    (IRS Employer Identification Number)


               1600 California Circle, Milpitas, California 95035
               (Address of principal executive offices) (Zip Code)


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


                                 Not Applicable
          (Former name or former address, if changed since last report)

ITEM 5. OTHER EVENTS

On March 7, 2003, the Company issued a press release  announcing that Nasdaq had
informed  the Company  that its shares  would be subject to  delisting  from the
SmallCap Market for failure to comply with Nasdaq's  Marketplace Rules regarding
minimum  value of publicly  held  shares and  minimum  bid price per share.  The
Company has  requested a hearing on these  matters,  and the  delisting  will be
suspended until further action after the hearing. A copy of the press release is
attached hereto as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.              Exhibit Description                      Filed Herewith
-----------              -------------------                      --------------
  99.1                   Press Release                                  X

                                   SIGNATURES


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

Dated: March 7, 2003                    PACIFIC MAGTRON INTERNATIONAL CORP.


                                        /s/ Theodore S. Li
                                        ----------------------------------------
                                        Theodore S. Li
                                        Chairman of the Board and President