UNITED ~~STATESSECURITIES~~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): December 1030, 2004

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~~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)

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~~ -1~~.01 Entry into a Material Definitive Agreement~~-

Item 8.01 Other Events


Item 1.01	Entry into a Material Definitive Agreement
Item 3.03	Material Modification to Rights of Security Holders
Item 5.01	Change in Control
Item 5.02	Departure of Directors or Principal Officers; Appointment of Principal Officer
Item 5.03	Amendments to Articles of Incorporation
Item 8.01	Other Events

On ~~December~~As previously reported, on December 10, 2004, Theodore S. Li and Hui Cynthia Lee (collectively, the “Stockholders”), the holders of a collective majority interest in Pacific Magtron International Corp. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Advanced Communications Technologies, Inc., a Florida corporation (“ACT”), pursuant to which ACT ~~has~~ agreed to purchase from the Stockholders, and the Stockholders ~~have~~ agreed to sell to to ACT, an aggregate of 6,454,300 shares of the common stock of the Company (the “PMIC Shares”) for the aggregate purchase price of $500,000. On ~~The~~ December ~~PMIC~~30, ~~Shares~~2004, ~~represent 61.56% of~~ the ~~currently~~Stockholders ~~issued~~ and ~~outstanding~~ACT ~~common stock~~closed ofon the ~~Company.~~sale ~~ACT~~of ~~is a public holding company based in New York City with operating subsidiaries in~~ the ~~technology services industries. ACT files~~PMIC ~~periodic~~ Shares ~~reports with~~ (the ~~Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended~~"Closing").

~~The~~ ~~Stock~~The ~~Purchase Agreement contemplates that payment of the purchase price for the~~ PMIC Shares ~~will~~represent ~~be made pursuant to the terms~~ 61.56% of ~~two convertible promissory notes (~~the ~~“Notes”)~~currently inissued ~~the principal amounts of $166,889~~ and ~~$333,111 to~~outstanding becommon ~~delivered~~stock ~~by ACT to Mr. Li and Ms. Lee, respectively, at the closing~~ of ~~the~~ ~~transactions contemplated by~~ the ~~Stock~~Company. ~~Purchase~~ACT ~~Agreement (the “Closing”).~~is ~~The~~ a ~~Notes~~public ~~will~~holding ~~mature~~company onbased ~~the~~in ~~first~~New ~~anniversary~~York ofCity ~~the~~with ~~Closing~~operating ~~and no principal~~subsidiaries or in ~~interest~~the ~~payments~~technology ~~will~~services beindustries. ~~required~~ACT ~~prior~~files toperiodic ~~such~~reports ~~date.~~with ~~The holders of~~ the ~~Notes,~~ Securities ~~at their option, will be able to convert, at any time~~ and ~~from~~Exchange ~~time~~Commission ~~to time, until payment in full of all amounts due and owing~~ under the ~~Notes,~~Securities ~~any unpaid~~Exchange ~~principal~~Act ~~amount~~ of ~~the Notes into shares of common stock of ACT at a~~1934, ~~conversion~~ as ~~price~~amended. ~~per~~Effective ~~share~~as of ~~$0.01. If~~ the ~~Notes~~Closing, ~~were converted based upon~~ the ~~original~~financial ~~principal~~results ~~amounts~~ of the ~~Notes, this would result in the issuance~~Company of will anbe ~~aggregate~~consolidated ofwith ~~50,000,000~~those ~~shares~~ of ACT’s ~~common~~and ~~stock~~its toother ~~the~~consolidated ~~Stockholders~~subsidiaries. The ~~conversion~~Company ~~ratio~~will iscontinue ~~subject~~ to ~~customary~~be ~~adjustments~~operated ~~for~~as ~~any~~separate ~~stock~~entity ~~splits, reverse stock splits~~ and ~~other~~its ~~recapitalizations effected by ACT. ACT’s~~common ~~payment~~ stock ~~obligations~~will ~~under~~continue ~~the~~to ~~Notes will~~ be ~~secured~~traded byon the ~~PMIC~~OTC ~~Shares~~Bulletin ~~pursuant to~~Board aunder ~~Custodial and Stock Pledge Agreement to be entered into by ACT and~~ the ~~Stockholders~~ ~~(the “Pledge Agreement”)~~symbol: PMIC.OB.

~~The~~ ~~Stock~~In ~~Purchase~~accordance ~~Agreement~~with ~~contains~~the ~~customary representations, warranties, covenants~~terms ~~and indemnities~~ of the ~~parties,~~Stock ~~and~~Purchase ~~the~~Agreement, at Closing isACT ~~subject~~issued totwo ~~the~~convertible ~~satisfaction~~promissory or notes ~~waiver~~(the of“Notes”) ~~various~~in ~~conditions,~~the ~~including~~principal ~~(i)~~amounts ~~receipt~~ of ~~certain~~$166,889 ~~third-party consents~~ and ~~approvals;~~$333,111 to ~~(ii)~~Mr. ~~ACT’s~~Li ~~satisfaction~~and ~~with~~Ms. ~~its~~Lee, ~~due~~respectively, ~~diligence investigation~~as ~~and~~payment ~~review~~ of the ~~financial~~purchase ~~condition,~~price ~~business and operations~~for of the ~~Company;~~PMIC ~~(iii)~~Shares. ~~entry~~The ~~into~~Notes ~~employment~~will ~~agreements~~mature byon ~~Theodore~~the S.first Lianniversary ~~and~~of the Closing ~~Hui~~ and ~~Cynthia~~no ~~Lee~~principal ~~with~~or ~~ACT,~~interest ~~Encompass~~payments ~~Group~~will ~~Affiliates,~~be ~~Inc.,~~required aprior ~~wholly-owned~~to ~~subsidiary~~such date. of The ~~ACT~~holders ~~(“Encompass”),~~of ~~and~~ the ~~Company~~Notes, ~~pursuant~~at totheir ~~which~~option, ~~Mr.~~will Libe ~~and Ms.~~able ~~Lee~~to ~~would~~convert, beat ~~employed~~any time byand ~~the~~from ~~Company~~time ~~following~~to ~~the~~time, ~~Closing~~until ~~(the~~payment ~~“Employment Agreements”);~~in ~~(iv)~~full ~~execution~~of ~~and~~all ~~delivery~~amounts bydue ~~ACT~~ and ~~Encompass of an Indemnity~~owing ~~Agreement~~ under ~~with~~the ~~Mr.~~Notes, Liany ~~and~~unpaid ~~Ms.~~principal ~~Lee~~amount ~~and~~of ~~their~~the ~~respective~~Notes ~~spouses~~into ~~pursuant~~shares toof ~~which~~common ~~ACT~~ stock ~~and~~of ~~Encompass~~ACT ~~would~~at ~~agree~~a toconversion ~~indemnify~~price ~~Mr.~~per ~~Li,~~share Msof $0.01. ~~Lee~~If ~~and~~the ~~their~~Notes ~~respective~~were converted ~~spouses~~ based ~~against~~upon ~~certain~~their ~~liabilities~~original ~~Mr.~~principal Liamounts, ~~and~~an ~~Ms.~~aggregate ~~Lee~~of ~~may~~50,000,000 ~~incur in connection~~shares ~~with~~ of ~~personal~~ACT’s ~~guaranties~~common ~~they~~stock ~~have~~would ~~given~~be ~~relating~~issued to ~~PMIC’s~~the ~~inventory~~Stockholders. ~~financing~~The conversion ~~facility;~~ ratio ~~(v)~~is ~~execution~~subject ~~and~~to ~~delivery~~customary ofadjustments ~~the~~for ~~Pledge~~any ~~Agreement;~~stock ~~(vi)~~splits, ~~execution~~reverse stock splits and ~~delivery~~other byrecapitalizations ~~Mr.~~effected Liby ~~and Ms~~ACT. ~~Lee~~ACT ofhas ainformed ~~release (~~the ~~“Release”); (vii)~~Company ~~execution~~ that ~~and~~it ~~delivery~~intends ofto ~~resignations~~satisfy ofits ~~certain~~payment ~~officers~~obligations ~~and~~under ~~directors~~the ofNotes with funds ~~the~~ from ~~Company;~~its ~~and~~working ~~(viii)~~capital. ~~closing~~ACT’s ofpayment obligations under the ~~transaction~~Notes ~~contemplated~~are secured by ~~that~~the ~~certain Agreement,~~PMIC ~~dated~~Shares ~~December~~pursuant ~~10,~~to ~~2004,~~a ~~between~~Custodial ~~the~~and ~~Company~~Stock ~~and~~Pledge ~~the~~Agreement entered ~~holder~~into ofat the ~~Company’s~~ ~~Series~~Closing Aby ~~Redeemable~~ACT ~~Convertible~~and ~~Preferred~~the ~~Stock,~~Stockholders as(the ~~further~~"Pledge ~~described below~~Agreement").

~~The~~ ~~proposed~~In ~~Employment~~addition, ~~Agreements~~pursuant ~~with~~to the terms of the Stock Purchase Agreement, Mr. Li ~~and~~resigned ~~Ms.~~his ~~Lee~~positions ~~each~~as ~~contemplate~~President, Chief aExecutive ~~cash signing~~Officer ~~bonus~~and Treasurer of ~~$225,000~~the Company and ~~other~~all ~~bonus~~positions held by him as a director and/or ~~earn-out~~officer ~~provisions~~of ~~which~~the ~~may~~Company's subsidiaries at the Closing. be He ~~paid~~remains inChief ~~cash~~Financial orOfficer inand ~~shares~~was appointed Chief Operating Officer of ~~common~~the ~~stock~~Company pursuant to the terms of ~~ACT~~an Employment Agreement more fully described below. ~~While~~Mr. ~~any~~Li ~~bonus~~remains ~~paid~~a ~~in ACT’s~~member ~~common~~of ~~stock~~the ~~will~~Board beof atDirectors of the Company. ~~discretion~~Ms. Lee retains her current position of Senior Vice President pursuant to the ~~Compensation~~terms ~~Committee~~of an Employment Agreement described below, but resigned as a director of ~~ACT’s~~the ~~Board~~Company and each position held by her with any subsidiary of ~~Directors,~~the Company at the ~~earn-out~~Closing. ~~provisions~~Anthony ~~are~~Lee ~~set~~was ~~forth~~appointed Treasurer and Secretary at the Closing. Additionally, in connection with the transaction, Jey Hsin ~~Employment~~ Yao, ~~Agreements~~Hank C. Ya and ~~are~~Raymond ~~based~~Crouse, onthe ~~achievement~~remaining members of ~~certain~~the ~~financial~~Board ~~milestones~~of by Directors ~~certain~~of ~~operating~~the ~~subsidiaries~~Company prior to the Closing, resigned as Directors of the Company and each other position any of them held with the Company or any of its subsidiaries at the Closing. ~~Under~~Martin Nielson was appointed Chief Executive Officer of the ~~earn-out~~Company ~~provisions~~and Chairman of the Board and John E. Donahue was appointed in as a member of the ~~Employment~~Board ~~Agreements~~at the Closing. Currently, Mr. LiNielson ~~and~~is ~~Ms.~~a ~~Lee~~party to ~~may~~an ~~earn~~employment ~~the~~agreement ~~right~~with ACT, pursuant to ~~receive up~~which he agreed to ~~66,666,666~~serve as ~~shares~~an ~~and~~officer ~~33,333,333~~or ~~shares~~director of any subsidiary of ACT’s ~~common~~in ~~stock~~addition to the positions held by him with ACT. ACT, the Company and Mr. Nielson contemplate that Mr. Nielson will enter into a separate employment agreement with the Company pursuant to which Mr. Nielson will be paid a nominal fee for his services.

respectively, which share amounts are subject to adjustments for any stock splits or other recapitalizations effected by ACT; provided that, the percentage of the outstanding common stock that Mr. Li or Ms. Lee would have had the right to receive prior to the adjustment shall not be changed by any such adjustment. Upon earning the earn-out shares, such shares will be placed in escrow, pursuant to the terms of an escrow agreement to be entered into among ACT, Mr. Li and Ms. Lee. If Mr. Li’s or Ms. Lee’s employment is terminated for “cause” (as defined in the applicable Employment Agreement) prior to the expiration of the initial term of the applicable Employment Agreement, all of the earn2-out shares, whether earned or not, of Mr. Li or Ms. Lee, as applicable, will be forfeited. If, however, Mr. Li’s or Ms. Lee’s employment is terminated for reasons other than “cause” prior to the expiration of the initial term of the applicable Employment Agreement, Mr. Li and Ms. Lee, as the case may be, will be entitled to receive any of the earn-out shares earned and placed in escrow prior to such termination.

~~The~~ ~~Company~~Mr. ~~has~~Nielson ~~been~~was ~~informed~~appointed ~~that ACT would like to appoint Martin Nielson, current~~Senior ~~Senior~~ Vice President-Acquisitions of ACT in June 2004 and a director of ACT, asin ~~a director and~~August 2004. Mr. Nielson also serves as Chief Executive Officer of ~~the~~Encompass ~~Company~~Group Affiliates, ~~following~~Inc., ~~the~~ACT's ~~Closing,~~wholly-owned subsidiary and ~~that~~principal ~~ACT~~operating ~~will~~unit. ~~consolidate~~From ~~the~~2003 ~~financial~~until ~~results~~his ofappointment to the ~~Company~~foregoing ~~with~~offices, ~~those~~he ofwas ~~ACT~~Chairman ~~and its other~~of ~~subsidiaries~~Innova Holdings, Inc. ~~Upon~~(formerly ~~Closing~~known as Hy-Tech Technology Group, MrInc.). LiHe also ~~will~~served ~~resign~~ as ~~Chief~~Chairman ~~Executive~~of ~~Officer~~Inclusion Technologies, ~~but~~Inc. from 2000 to 2002. Since ~~will~~1994, behe ~~retained~~has bybeen the ~~Company~~Chairman asand Chief ~~Financial~~Executive Officer ~~and~~of ~~Chief~~Altos ~~Operating~~Bancorp, ~~Officer~~Inc., a privately-held mergers and acquisition company.In 1991, Mr. LiNielson ~~will~~was ~~also~~founder ~~remain~~and aChief ~~member~~Executive Officer of ~~the~~The ~~Company’s~~Business ~~Board~~Superstore, an ofoffice ~~Directors.~~supply and computer superstore/telesales company in London that merged ~~Ms.~~with ~~Lee~~Office ~~will~~World bein ~~retained~~1993. inIn ~~her~~1982, ~~current~~Mr. ~~position~~Nielson was part of ~~Senior~~the founding team and served until 1991 as Vice President of Businessland, ~~but~~Inc., a New York Stock ~~will~~Exchange ~~resign~~listed ascomputer aand ~~director~~networking ofreseller. ~~the~~From ~~Company~~1972 until 1981, Mr. Nielson ~~Under~~was ~~the~~employed ~~terms~~as a senior officer of ~~the~~The ~~Stock~~Gap ~~Purchase~~Stores. Mr. Nielson graduated ~~Agreement,~~from ~~ACT~~San ~~will~~Jose ~~have~~State ~~the~~University ~~right~~with toa ~~request~~BS ~~resignations~~in ~~from~~business ~~other~~management ~~officers~~with a concentration in mathematics and ~~directors~~engineering, and attended San Francisco State University's Graduate School of ~~the~~Business ~~Company~~with asa itconcentration ~~deems~~in ~~appropriate~~operations research.

The Employment Agreements, dated ~~Stock~~December ~~Purchase~~30, ~~Agreement~~2004, ~~may~~with beeach ~~terminated~~of ~~(i)~~Mr. byLi ~~mutual~~and ~~consent~~Ms. Lee, respectively, provide for a cash signing bonus of $225,000 to be paid within thirty days of the ~~parties~~Closing orand ~~(ii)~~other bybonus ~~either~~and ~~ACT~~earn-out provisions that may be paid in cash or ~~the~~in ~~Stockholders~~shares of ~~(as~~common astock ~~group)~~of ifACT. ~~(a)~~The aEmployment ~~default~~Agreements oralso ~~breach~~provide for an annual ~~shall~~salary beof ~~made~~not byless ~~the~~than ~~other~~$120,000. ~~party~~While ~~with~~any ~~respect~~bonus topaid in ACT’s common stock will be in the ~~due~~discretion ~~and~~of ~~timely~~the ~~performance~~Compensation Committee of ACT’s Board of ~~any~~Directors, ofthe ~~its~~earn-out ~~covenants~~provisions ~~and~~are ~~agreements~~set forth in the ~~Stock~~Employment Agreements ~~Purchase~~and ~~Agreement,~~are orbased ~~with~~on achievement of certain financial milestones by certain ~~respect~~operating tosubsidiaries of the ~~due~~Company. ~~compliance~~Under ~~with~~the ~~any~~earn-out ofprovisions ~~its~~in ~~representations~~the Employment ~~warranties~~Agreements, Mr. Li and Ms. Lee may earn the right to receive up to ~~covenants~~66,666,666 shares and ~~such~~33,333,333 ~~default~~shares ~~cannot~~of beACT’s ~~cured~~common ~~and~~stock, ~~has~~respectively, which ~~not~~share ~~been~~amounts ~~waived~~are subject to adjustments for any stock splits or other recapitalizations effected by ACT; ~~(b)~~provided ifthat, the percentage of the outstanding ~~all~~common ~~conditions~~stock ~~specified~~that inMr. Li or Ms. Lee would have had the ~~Stock~~right ~~Purchase~~to ~~Agreement~~receive prior to the adjustment shall not be ~~performed~~changed by any such adjustment. Upon earning the ~~other~~earn-out ~~party~~shares, ~~shall~~such ~~not~~shares ~~have~~will ~~been~~be ~~satisfied~~placed atin escrow, pursuant to the ~~time~~terms of an escrow agreement entered into at the Closing among ACT, Mr. Li and Ms. Lee. If Mr. Li’s or ifMs. Lee’s employment is terminated for “cause” ~~satisfaction~~(as defined in the applicable Employment Agreement) prior to the expiration of ~~such~~the ~~condition~~initial ~~becomes~~term ~~impossible~~of the applicable Employment Agreement, ~~other~~all ~~that~~of ~~through~~the ~~failure~~earn-out shares, whether earned or not, of ~~the~~Mr. ~~terminating~~Li ~~party~~or toMs. ~~comply~~Lee, ~~fully~~as ~~with~~applicable, ~~its~~will ~~obligations~~be forfeited. ~~under~~If, however, Mr. Li’s or Ms. Lee’s employment is terminated for reasons other than “cause” prior to the ~~Stock~~expiration of the initial ~~Purchase~~term of the applicable Employment Agreement, Mr. Li and ~~shall~~Ms. ~~not~~Lee, ~~have~~as ~~been~~the ~~waived~~case may bybe, will be entitled to receive any of the ~~terminating~~earn-out ~~party~~shares earned and placed onin orescrow ~~before~~prior to such ~~date;~~termination. orUnless ~~(c)~~terminated ifsooner, the ~~Closing~~initial ~~does~~term of ~~not~~Mr. ~~occur~~Li’s Employment Agreement expires on the third anniversary of the Closing, ~~other~~and ~~than~~the ~~through~~initial term of Ms. Lee’s Employment Agreement expires on the ~~failure~~second anniversary of the ~~terminating~~Closing. ~~party~~Either toEmployment ~~fulfill~~Agreement ~~its~~may ~~obligations~~be terminated ~~under~~without cause by the ~~Stock~~Company at any time upon thirty days prior written ~~Purchase~~notice. ~~Agreement,~~The onCompany may also terminate either Mr. Li or ~~before~~Ms. ~~January~~Lee 10for "cause." In addition, ~~2005~~Mr. Li or ~~such~~Ms. ~~later~~Lee ~~date~~may terminate his or her employment agreement for "Good Reason" (as ~~may~~defined in each Employment Agreement). In the event of termination without cause or for Good Reason, Mr. Li or Ms. Lee, as the case may be, ~~agreed~~shall ~~upon~~receive, in ~~writing~~addition byto ~~the~~accrued, ~~parties~~but unpaid compensation and other benefits, six months severance. The Employment Agreements also contain non-compete provisions for a period of two years post termination.

~~The~~ ~~foregoing~~As ~~summary~~previously ofreported, ~~the~~in ~~Stock~~connection with ~~Purchase~~the ~~Agreement~~consummation ~~and~~of the transactions contemplated by the Stock Purchase ~~thereby~~Agreement, isthe ~~qualified~~Company inhad ~~its~~entered ~~entirety~~into byan ~~reference~~Agreement to (the ~~Stock~~“Series ~~Purchase~~A Agreement”) on December 10, 2004 with Stonestreet L.P. (“Stonestreet”), the holder aof ~~copy~~all of ~~which~~the isCompany’s ~~filed~~issued asand ~~Exhibit~~outstanding ~~99.1~~Series toA ~~this~~Redeemable ~~Report~~Convertible Preferred onStock ~~Form~~(the ~~8-K~~“Series ~~and~~A ~~incorporated~~Preferred Stock”). The transactions ~~herein~~contemplated by ~~reference~~the Series A Agreement closed on December 31, 2004.

In In connection with the ~~transactions~~closing of the transaction contemplated by the ~~Stock~~Series ~~Purchase~~A Agreement, the Company ~~entered~~filed on ~~into~~December 31, 2004 an ~~Agreement~~Amended (and Restated Certificate of Designation of Preferences, Rights and Limitations of the “Company’s Series A ~~Agreement”)~~Preferred onStock, which ~~December~~effected 10the following changes to the rights, ~~2004~~preferences ~~with~~and ~~Stonestreet~~privileges ~~L.P.~~to the Series A Preferred Stock: (~~“Stonestreet”~~i), the ~~holder~~number of shares designated as Series ofA ~~all~~Preferred ofStock were decreased from 1000 to 600 shares; (ii) the ~~Company’s~~"Stated ~~issued~~Value" of ~~and~~each ~~outstanding~~share of Series A ~~Redeemable~~Preferred ~~Convertible~~Stock was reduced from $1,000 to $666.67; (iii) the holders of the Series A Preferred Stock (no longer have the “right to require the Company to redeem each share of Series A Preferred Stock”, which rights were triggered upon the occurrence of certain events; (iv). the redemption amount payable by the Company upon exercise of its redemption right was reduced from 115% of Stated Value to 100% of Stated Value; (v) there is a 181-day waiting period from the date of

~~The Series~~ A Agreement contemplates the amendment and restatement of the rights, preferences and limitations of the Company’s Series A Preferred Stock, including the following changes: (i) the number of shares designated as Series A Preferred Stock shall be decreased from 1000 to 600 shares; (ii) the “Stated Value” of each share of Series A Preferred Stock will be reduced from $1,000 to $666.67; (iii) the holders of the Series A Preferred Stock will no longer have any right or option to require the Company to redeem the Series A Preferred Stock; (iv) the redemption amount payable by the Company upon exercise of its redemption right will be reduced from 115% of the Stated Value to 100% of the Stated Value; (v) there will be a 181-day waiting period from the date of filing the amended and restated certificate of designation before the holders may exercise conversion (unless the Company initiates a redemption prior to the 1813-day period); (vi) the conversion price of the Series A Preferred Stock will be changed from a formula based upon average high and low closing prices of the Company’s common stock, with a floor price of $0.75 per share, to a fixed price of $0.50 per share, subject to customary and full-ratchet adjustments; and (vii) the Company will have five trading days, instead of three, to comply with conversion procedures. Additionally, as part of the Series A Agreement, Stonestreet agreed to forfeit a Stock Purchase Warrant, exercisable for 300,000 shares of the Company’s common stock, that was issued to Stonestreet in connection with the original issuance of the Company’s Series A Preferred Stock.

~~The~~ filing the Amended and Restated ~~Series~~Certificate Aof ~~Agreement~~Designation ~~contains~~before ~~customary~~the ~~representations~~holders ~~and~~may ~~warranties~~exercise ~~with~~conversion ~~respect~~(unless the Company initiates a redemption prior to ~~authority~~the end of the ~~parties,~~181-day ~~transfer~~period); (vi) ~~restrictions~~the onconversion price of the Series A Preferred Stock was changed from a ~~Stock~~formula that took into account average closing prices of the Company’s common stock, ~~indemnification~~with ~~provisions~~a floor price of $0.75 per share, to a fixed price of $.50 per share, subject to customary and anti-dilution adjustments; and (vii) the Company has five trading days, instead of three, to comply with conversion procedures. Additionally, as part of the Series A Agreement, Stonestreet forfeited a ~~general~~Stock Purchase ~~release~~Warrant, exercisable for 300,000 shares of the Company’s common stock, that was issued to Stonestreet in connection with the original issuance of the Company’s Series A Preferred Stock.

The ~~was~~foregoing ~~given~~summary of the Stock Purchase Agreement and the transactions contemplated thereby is qualified in its entirety by ~~each~~reference ~~party~~to the Stock Purchase Agreement, a copy of which is filed as Exhibit 99.1 to this Report on Form 8-K and incorporated herein by reference. The foregoing summary of the ~~other~~Employment Agreements and the transactions ~~party~~contemplated thereby is qualified in its entirety by reference to the Employment Agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Report on Form 8-K and incorporated herein by reference. The foregoing summary of the Series A Agreement ~~may~~and bethe ~~terminated~~transactions contemplated thereby is qualified in its entirety by ~~either~~reference to (i) the ~~Company~~Series orA ~~Stonestreet~~Agreement, a copy of which is iffiled as Exhibit 4.1 to this Report on Form 8-K, and (ii) the ~~Closing~~Amended and Restated Certificate of ~~the~~Designation, ~~Stock~~a ~~Purchase~~copy ~~Agreement~~of ~~does~~which ~~not~~is ~~occur~~filed onas orExhibit ~~before~~4.2 ~~January~~to this ~~10,~~Report ~~2005~~on Form 8-K and both of which are incorporated herein by reference.

~~The foregoing~~Item ~~summary of the Series A Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the Series A Agreement, a copy of which is filed as Exhibit 4~~9.101 toFinancial ~~this~~Statements ~~Report on Form 8-K~~ and ~~incorporated herein by reference.~~Exhibits

~~Item~~ ~~9.01 Financial Statements and~~ (c) Exhibits

Exhibit No.	Description of Exhibit

4.1	Agreement, dated as of December 10, 2004, between Pacific Magtron International Corp. and Stonestreet L.P.*

3.1(i) and 4.2	Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Redeemable Convertible Preferred Stock

10.1	Employment Agreement, dated as of December 30, 2004, between Pacific Magtron International Corp. and Theodore S. Li.

10.2	Employment Agreement, dated as of December 30, 2004, between Pacific Magtron International Corp. and Hui Cynthia Lee.

99.1	Stock Purchase Agreement, dated as of December 10, 2004, among Advanced Communications Technologies, Inc., Theodore S. Li and Hui Cynthia Lee.*

99.2	Press Release dated December 10, 2004.*

99.3	Press Release dated January 3, 2005.

Exhibit No.	Description of Exhibit
4.1	Agreement, dated as of December 10, 2004, between Pacific Magtron International Corp. and Stonestreet L.P.
99.1	Stock Purchase Agreement, dated as of December 10, 2004, among Advanced Communications Technologies, Inc., Theodore S. Li and Hui Cynthia Lee.
99.2	Press Release dated December 10, 2004.

* Previously filed with Form 8-K for Pacific Magtron International Corp. on December 16, 2004 and incorporated herein by this reference.

Forward-Looking Statements

~~This~~ This Form 8-K may contain “forward- looking statements” within the meaning of the Private Securities Litigation ~~Reform~~ Act of 1995. These statements can be identified by introductory words such as “expects,” “plans,” “intends,” “believes,” “will,” “estimates,” “forecasts,” “projects,” or words of similar meaning, ~~and~~ or by the fact that they do not ~~relate~~ strictly relate to historical or current facts. Many factors may cause actual results ~~differ~~to ~~from forward-looking statements,~~differ ~~including inaccurate assumptions and a broad variety of risks and uncertainties, some of which are known and others of which are not. Known risks and uncertainties include those identified~~ from ~~time to time in the reports filed by the Company with the Securities and Exchange Commission, which should be considered together with any~~ forward ~~looking statement. No forward looking statement is a guarantee of future results or events, and one should avoid placing undue reliance on such statements.~~-

~~SIGNATURES~~ -4-

~~Pursuant~~ looking statements, including inaccurate assumptions and a broad variety of risks and uncertainties, some of which are known and others that are not. Known risks include those that are identified from time to time by the ~~requirements~~Company ofin reports filed with the Securities Exchange Commission, ~~Act~~which ofshould ~~1934,~~be ~~the~~considered ~~registrant~~together ~~has~~with ~~duly~~any ~~caused~~forward ~~this~~looking ~~report~~statement. No toforward belooking ~~signed~~statement onis ~~its~~a ~~behalf~~guarantee byof ~~the~~future ~~undersigned~~results ~~hereunto~~or ~~duly~~events, ~~authorized~~and one should avoid placing undue reliance on such statements.

	PACIFIC MAGTRON
	INTERNATIONAL CORP.,
Date: December 16, 2004	By /s/ Theodore S. Li
	Theodore S. Li
	President and Chief Financial
	Officer

-5-

~~Exhibit Index~~SIGNATURE

Exhibit No.	Description
4.1	Agreement, dated as of December 10, 2004, between Pacific Magtron International Corp. and Stonestreet L.P.
99.1	Stock Purchase Agreement, dated as of December 10, 2004, among Advanced Communications Technologies, Inc., Theodore S. Li and Hui Cynthia Lee.
99.2	Press Release dated December 10, 2004.

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.

	PACIFIC MAGTRON
	INTERNATIONAL CORP.,

Date: January 5, 2005	By /s/ Theodore S. Li

	Theodore S. Li
	Chief Financial Officer

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Exhibit Index

Exhibit No.	Description

4.1	Agreement, dated as of December 10, 2004, between Pacific Magtron International Corp. and Stonestreet L.P.*

3.1(i) and 4.2	Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Redeemable Convertible Preferred Stock

10.1	Employment Agreement, dated as of December 30, 2004, between Pacific Magtron International Corp. and Theodore S. Li.

10.2	Employment Agreement, dated as of December 30, 2004, between Pacific Magtron International Corp. and Hui Cynthia Lee.

99.1	Stock Purchase Agreement, dated as of December 10, 2004, among Advanced Communications Technologies, Inc., Theodore S. Li and Hui Cynthia Lee.*

99.2	Press Release dated December 10, 2004.*

99.3	Press Release dated January 3, 2005.

* Previously filed with Form 8-K for Pacific Magtron International Corp. on December 16, 2004 and incorporated herein by this reference.

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