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): April 28, 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  requested a hearing on both of these  matters.  The hearing was held on
written  submissions  on April 24, 2003. On April 28, 2003, the Company issued a
press release  announcing that the Company received a determination  from Nasdaq
indicating  that the  Company's  securities  will be  delisted  from the  Nasdaq
SmallCap Market effective  Wednesday,  April 30, 2003. The Company does not plan
to appeal this determination.

The Company's common stock is eligible to trade on the Over the Counter Bulletin
Board (OTCBB) provided a market maker enters a quote for the security

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: April 29, 2003                   PACIFIC MAGTRON INTERNATIONAL CORP.


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