UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 25049

                                   FORM 12b-25

                           Notification of Late Filing

                        Commission File Number: 000-25277

(Check one)

|_| Form 10-K   |_| Form 20-F   |_| Form 11-K   |X| Form 10-Q   |_| Form N-SAR

     For period ended September 30, 2003

     |_|  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 ___________________

     Read Attached  Instruction  Sheet 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.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates: ________________________
________________________________________________________________________________

                                     PART I
                             REGISTRANT INFORMATION

     Full Name of Registrant Pacific Magtron International Corp.

     Former Name if Applicable ________________________________

Address of principal executive office (Street and Number) 1600 California Circle

City, State and Zip Code Milpitas, CA 95035



                                     PART II
                             RULE 12b-25(b) AND (c)

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.)

     |X| (a) The reasons described in reasonable 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
Form 10-K,  Form 20-F, Form 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.

                                    PART III
                                    NARRATIVE

     State below in reasonable  detail the reasons why Forms 10-K,  20-F,  11-K,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

          The  Registrant  is unable to timely  file its report on Form 10-Q for
     the fiscal quarter ending September 30, 2003, without  unreasonable  effort
     or expense,  because of its  inability to complete  the required  financial
     statements  within a sufficient time for management to review the financial
     statements with its  independent  accountants.  The Registrant  anticipates
     completing  the filing of its  quarterly  report on Form 10-Q no later than
     the 5th calendar day following the prescribed due date.


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                                     PART IV
                                OTHER INFORMATION

     (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?  If the answer is no,
identify report(s).

                                                                 |X| Yes  |_| No

     (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?

                                                                 |_| Yes  |X| 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.


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                       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
thereunto duly authorized.

Date November 14, 2003                   By: /s/ Theodore S. Li
                                             -----------------------------------
                                         Name:  Theodore S. Li
                                         Title: Chief Executive Officer and
                                                Chief Financial 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 this form.

                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).