UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): February 28, 2006
PACIFIC
MAGTRON INTERNATIONAL CORP.
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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000-25277
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88-0353141
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of Incorporation)
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File
Number)
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Identification
Number)
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1600
California Circle, Milpitas, California
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95035
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(408)
956-8888
N/A
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
4.01
Change
In
Registrant's Certifying Accountant.
On
February 28, 2006, we dismissed Weinberg & Co., P.A. ("Weinberg") as the
auditor for Pacific Magtron International Corp. Effective February 28, 2006,
we
engaged Berenson LLP ("Berenson"), subject to the U. S. Bankruptcy
Court's approval, to serve as the independent public accountants to audit our
consolidated financial statements for the calendar year ending December 31,
2005.
Weinberg's
report on our consolidated financial statements for the calendar year ended
December 31, 2004 did not contain an adverse opinion or a disclaimer of opinion,
and was not qualified or modified as to uncertainty, audit scope or accounting
principles, except that Weinberg's report on our consolidated financial
statements for the calendar year ended December 31, 2004 did contain a
modification paragraph that expressed substantial doubt about the Company’s
ability to continue as a going concern.
During
our past calendar years and the interim period through February 28, 2006, we
had
no disagreements with Weinberg on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which
disagreements, if not resolved to Weinberg's satisfaction, would have caused
Weinberg to make reference to the subject matter of the disagreement in
connection with its report. During our past calendar year and the interim period
through February 28, 2006, Weinberg did not advise us of any of the matters
specified in Item 304(a)(1)(B) of Regulation S-B.
During
our calendar year ended December 31, 2004, and the interim period through
February 28, 2006, we have had no consultations with Berenson concerning: (a)
the application of accounting principles to a specific transaction or the type
of opinion that might be rendered on our financial statements as to which we
received oral advice that was an important factor in reaching a decision on
any
accounting, auditing or financial reporting issue; or (b) any disagreements,
as
defined in Item 304(a)(1) of Regulation S-K.
The
appointment of Berenson as independent public accountants was recommended and
unanimously approved by our Board of Directors.
This
Form
8-K report will be amended to include the letter to be received from Weinberg
& Company, P.A., addressed to the Securities and Exchange Commission
regarding its agreement to the statements made in this report.
SIGNATURE
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.
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PACIFIC
MAGTRON INTERNATIONAL CORP.
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Dated:
March 6, 2006
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By:
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/s/
Martin Nielson
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Chief
Executive Officer
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