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OMB NUMBER: 3235-0058
EXPIRES: MARCH 31, 2006
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE
2.50
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SEC FILE NUMBER
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CUSIP NUMBER
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR
For the period ended: DECEMBER 31, 2004
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the transition period ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which notification relates:
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PART I-REGISTRANT INFORMATION
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Full Name of Registrant: Pacific Magtron International Corp.
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Former Name if Applicable: N/A
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Address of Principal Executive
Office (Street and Number): 1600 California Circle
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City, State and Zip Code: Milpitas, California 95035
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PART II-RULES 12B-25(B) AND (C)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.(Check box if appropriate.)
(a) The reasons described in detail in Part III of this form could not be
eliminated without unreasonable effort or expense;
|X|
(b) The subject annual report, semi-annual report, transition report on
Forms 10-K, 20-F, 11-K or Form N - SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q,
or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III-NARRATIVE
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report, or portion thereof, could not be filed within
the prescribed time period.
The registrant was unable without unreasonable effort and expense to prepare its
financial statements and schedules in sufficient time to allow its auditors to
complete the review of the registrant for its fiscal year ended December 31,
2004, before the required filing date for the Form 10-K.
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PART IV-OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Theodore S. Li 408 956-8888
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
|X| Yes |_| No
If the answer is no, identify report(s).
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
PACIFIC MAGTRON INTERNATIONAL CORP.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2005 By: /s/ Martin Nielson
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Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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PACIFIC MAGTRON INTERNATIONAL CORP.
ATTACHMENT TO FORM 12B-25
Part (IV)(3) Anticipated Changes in Results of Operations
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In the fiscal year ended December 31, 2004, we had a Loss from operations of
$1,985,500 and a Net loss applicable to common shareholders of $1,172,700,
compared with a Loss from operations of $1,694,500 and a Net loss applicable to
common shareholders of $2,896,600 in the fiscal year ended December 31, 2003.
The decrease in Net loss applicable to common shareholders was primarily
attributable to a $758,600 gain on restructuring of Series A Mandatorily
Redeemable Preferred Stock in 2004, as well as a gain from discontinued
operations of $93,300 in 2004 as compared to a loss from discontinued operations
of $433,900 in 2003.