10-K 1 v016410_10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (MARK ONE) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to _________________ Commission file number 0-17521 PACIFIC MAGTRON INTERNATIONAL CORP. (Exact Name of Registrant as Specified in Its Charter) Nevada 88-0353141 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1600 California Circle, Milpitas, California 95035 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (408) 956-8888 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered ------------------- ----------------------------------------- n/a n/a Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes |_| No |X| 1 At June 30, 2004 the aggregate market value of common stock held by non-affiliates of the registrant was approximately $419,400. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes |_| No |_| N/A APPLICABLE ONLY TO CORPORATE REGISTRANTS Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. At February 23, 2005 the number of shares of common stock outstanding was 10,485,062 DOCUMENTS INCORPORATED BY REFERENCE None. 2 The following statement is made pursuant to the safe harbor provisions for forward-looking statements described in the Private Securities Litigation Reform Act of 1995. Pacific Magtron International Corp. and subsidiaries (the "Company") may make certain statements in this Annual Report on Form 10-K, including, without limitation, statements that contain the words "believes," "anticipates," "estimates," "expects," and words of similar import, constitute "forward-looking statements." Forward-looking statements may relate to, among other items, our future growth and profitability; the anticipated trends in our industry; our competitive strengths and business strategies; and our new business initiatives. Further, forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions relating to our operations, financial condition and results of operations. For a discussion of factors that may affect the outcome projected in such statements, see "Cautionary Factors that May Affect Future Results," in this Report. If any of these risks or uncertainties materialize, or if any of the underlying assumptions prove incorrect, actual results could differ materially from results expressed or implied in any of our forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect events or circumstances arising after the date of this Annual Report on Form 10-K. PART I ITEM 1. BUSINESS SUMMARY OF OUR BUSINESS As used in this document and unless otherwise indicated, the terms "Company," "PMIC," "we," "our" or "us" refer to Pacific Magtron International Corp., a Nevada corporation and its subsidiaries. Our executive offices are at 1600 California Circle, Milpitas, California 95035 and our telephone number is 408-956-8888. Our website address is www.PacificMagtron.com. Our primary business has been to distribute computer peripheral products through our wholly-owned subsidiaries, Pacific Magtron, Inc. (PMI), Pacific Magtron (GA), Inc. (PMIGA), and LiveWarehouse, Inc. (LW). Our business is organized into three divisions: PMI, PMIGA and LW. Recent Developments The Company has historically relied on credit terms from its suppliers to fund inventory purchases. Our vendors have been progressively imposing more restrictive credit terms, such that, during the first quarter of 2005, we were unable to fund purchases. Our business as of the date of this filing is limited to selling existing inventory with no ability to replenish or purchase other items our customer may need. As of April 15, 2005, our inventory was approximately $170,000, compared to $2,760,000 at December 31, 2004. We do not have the ability to draw on lines of credit to fund the shortfall caused by the elimination of terms by our vendors. We have reduced our staff from 58 employees at the end of 2004 to 28 employees on April 14, 2005. Because of the reduced sales caused by the lack of new inventory, we have not been able to pay our obligations on a timely basis. We have been sued by one supplier for approximately $680,000 in unpaid invoices and by another for approximately $80,000. Other creditors have threatened suit. If we are unable to obtain credit or find another method of operating, we will be forced to cease operations. 1 The text below describes our development and the business as traditionally operated. At the time of this filing, however, we were not engaging in business as described below. Our activities were limited to disposing of existing inventory. DESRIPTION OF BUSINESS Founded in 1989, PMI fulfills the multimedia hardware needs of system integrators, value added resellers, retailers, original equipment manufacturers, software vendors, and internet resellers through the wholesale distribution of computer related multimedia hardware components and software. In August 2000, we formed PMIGA for the distribution of PMI's products in the eastern United States. In December 2001, LW was incorporated as a wholly-owned subsidiary of PMIC to provide consumers a convenient way to purchase computer products via the internet. As part of the overall strategy on re-focusing on our core business in wholesale distribution, we have reduced our resources allocated to our LW business segment beginning the third quarter 2004. As part of the Company's continued efforts to cut cost and refocus on its core business, during the second quarter 2003, the Company disposed of Frontline Network Consulting, Inc. (FNC) and Lea Publishing, Inc. (Lea) which were unprofitable in 2003, 2002 and 2001. The Company sold substantially all the assets of FNC in exchange for a note in the amount of $15,000 and Lea for $5,000 in cash and certain electronic commerce support services to LW valued at $48,000. The results of operations of FNC and Lea have been reclassified in our financial statements as discontinued operations. FNC served as a corporate information services group catering to the networking and internet infrastructure requirements of corporate clients. Lea was engaged in the development and distribution of software and e-business products and services, as well as integration and hosting services. On October 15, 2001, we formed an investment holding company, PMI Capital Corporation (PMICC) as a wholly-owned subsidiary of PMIC, for the purpose of acquiring companies or assets deemed suitable for PMIC's organization. PMICC, which was dissolved in 2003, had had no operating activities since 2002 and no assets or liabilities at the time of dissolution. On December 10, 2004, Theodore S. Li and Hui "Cynthia" Lee, the holders of a collective majority interest in PMI, entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Advanced Communications Technologies, Inc., a Florida corporation ("ACT"), pursuant to which ACT agreed to purchase from Mr. Li and Ms. Lee an aggregate of 6,454,300 shares of the common stock of PMIC (the "PMIC Shares") for the aggregate purchase price of $500,000. The closing on the sale of the PMI Shares occurred on December 30, 2004. The PMIC Shares represent 61.56% of the currently issued and outstanding common stock of PMI. ACT is a public holding company based in New York City with operating subsidiaries in the technology services industries. ACT files periodic reports with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Effective as of the closing on December 30, 2004, the financial results of PMIC will be consolidated with those of ACT and its other consolidated subsidiaries. PMIC will continue to be operated as separate entity and its common stock will continue to be traded on the Over-the-Counter Bulletin Board ("OTCBB") under the symbol: PMIC.OB. 2 Financial information for each group or segment in each of the last three fiscal years is presented in Note 16 to the Company's accompanying Consolidated Financial Statements. INDUSTRY OVERVIEW WHOLESALE MICRO COMPUTER PRODUCTS DISTRIBUTION The microcomputer products distribution industry generally consists of wholesalers, suppliers, resellers, and end-users. Wholesale distributors typically sell only to resellers and purchase a wide range of products in bulk directly from manufacturers. Different types of resellers are defined and distinguished by the end-user market they serve, such as large corporate accounts, small and medium-sized businesses or home users, and by the level of value that they add to the basic products they sell. INCREASED RELIANCE ON WHOLESALE MICRO COMPUTER PRODUCTS DISTRIBUTION We believe that the growth of the microcomputer products wholesale distribution industry exceeds that of the microcomputer industry as a whole. In our view, suppliers and resellers are relying to a greater extent on wholesale distributors for their distribution needs. Suppliers are faced with the pressures of declining product prices and the increasing costs of selling directly to a large and diverse group of resellers, and they therefore are increasingly relying upon wholesale distribution channels for a greater proportion of their sales. Many suppliers outsource a growing portion of certain functions, such as distribution, service, technical support, and final assembly, to the wholesale distribution channel in order to minimize costs and focus on their core capabilities in manufacturing, product development, and marketing. Likewise, vendors are finding it more cost efficient to rely on wholesale distributors that can leverage distribution costs across multiple vendors, each of whom out sources a portion of their distribution, credit, marketing, and support services. On the reseller side, factors such as growing product complexity, shorter product life cycles, an increasing number of microcomputer products, the emergence of open systems architectures, and the recognition of certain industry standards have led resellers to depend upon wholesale distributors for more of their product, marketing, and technical support needs. Due to the large number of vendors and products, resellers often cannot or choose not to establish direct purchasing relationships with suppliers. Instead, they rely on wholesale distributors that can leverage purchasing costs across multiple resellers to satisfy a significant portion of their product procurement and delivery, financing, marketing, and technical support needs. Rather than stocking large inventories themselves and maintaining credit lines to finance working capital needs, resellers are also increasingly relying on wholesale distributors for product availability and flexible financing alternatives. 3 OPEN SOURCING Another apparent reason for the growth of the wholesale distribution industry is the evolution of open sourcing, a phenomenon specific to the United States microcomputer products wholesale distribution market. Historically, branded computer systems from large suppliers were sold in the United States only through authorized master resellers. Under this single sourcing model, resellers were required to purchase these products exclusively from one master reseller. Competitive pressures led some of the major computer suppliers to authorize second sourcing, in which resellers could purchase a supplier's product from a source other than their primary master reseller, subject to certain restrictive terms and conditions. All major manufacturers have authorized open sourcing, under which resellers can purchase the supplier's product from any source on equal terms and conditions. Open sourcing has thus blurred the distinction between wholesale distributors and master resellers, which are increasingly able to serve the same reseller base. We believe that open sourcing enables those distributors of microcomputer products which provide the highest value through superior service and pricing to be in the best position to compete for reseller customers. FINANCIAL INFORMATION ABOUT SEGMENTS The Company has three reportable segments: PMI, PMIGA and LW. Financial information as to the revenue from external customers, a measure of profit or loss and total assets for each such segment is set forth in Note 16 in the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data in this Report on Form 10-K for the year ended December 31, 2004. INTERNET SERVICES The internet provides wholesale distributors with an additional means to serve both supplier and reseller customers through the development and use of effective electronic commerce tools. The increasing utilization of electronic ordering, including the ability to transact business over the World Wide Web, has had, and is expected to continue to have, a significant impact on the cost efficiency of the wholesale distribution industry. Distributors with the financial and technical resources to develop, implement and operate state of the art management information systems have been able to reduce both their customers' and their own transaction costs through more efficient purchasing and lower selling costs. The growing presence and importance of such electronic commerce capabilities also provide distributors with new business opportunities as new categories of products, customers, and suppliers develop. PACIFIC MAGTRON, INC. AND PACIFIC MAGTRON (GA), INC. - COMPUTER PRODUCTS Through PMI and PMIGA, we distribute a wide range of computer products, including components and multimedia and systems networking products. We also provide vertical solutions for systems integrators and internet resellers by combining or bundling the products we offer to our customers. Our computer products group offers a broad inventory of more than 1,800 products purchased from approximately 30 manufacturers. This wide assortment of vendors and products meets our customers' needs for a cost effective link to multiple vendors' products through a single source. Among the products that we distribute are systems and networking peripherals, and components such as high capacity storage devices, a full range of optical storage devices such as CD-ROMS, DVDs and CDR, CDRW, sound cards, video cards, small computer systems interface components, video phone solutions, floppy and hard disk drives, and other miscellaneous items such as audio cabling devices, keyboards, computer mice, and zip drives for desktop and notebook computers. 4 INVENTORY LEVELS AND ASSET MANAGEMENT Based on historical order levels and our knowledge of the market, we maintain sufficient product inventories to achieve high order fill rates, and believe that price protection and stock return privileges provided by suppliers substantially mitigate the risks associated with slow moving and obsolete inventory. We also operate a computerized inventory system that allows us to continually assess slow moving inventory. If a supplier reduces its prices on certain products, we generally receive a credit for such products in our inventory. In addition, we have the right to return a certain percentage of purchases, subject to certain limitations. Historically, price protection, stock return privileges, and inventory management procedures have helped to reduce the risk of a significant decline in the value of our inventory. However, we have recognized losses due to obsolete inventory in the normal course of business. Historically, we have not experienced any material losses. Inventory levels may vary from period to period due in part to the addition of new suppliers or large purchases of inventory due to favorable terms offered by suppliers. CREDIT TERMS We offer various credit terms including open account, flooring arrangements, company and personal checks and credit card payment to qualifying customers. We closely monitor our customers' creditworthiness, and in most markets, utilize various levels of credit insurance to control credit risks and enable us to extend higher levels of credit. We also establish reserves for estimated credit losses incurred in the normal course of business. LIVEWAREHOUSE - BUSINESS TO CONSUMER E-COMMERCE STORE In December 2001 we formed LiveWarehouse, Inc., an e-commerce site aimed at increased sales to consumers. LiveWarehouse.com's main products consist of consumer computer electronics for the computer after-market segment as well as storage and related products for general consumer electronic devices. LW also distributes certain computer products to resellers. As part of the overall strategy on re-focusing on our core business in wholesale distribution, we have reduced our resources allocated to this business segment beginning in the third quarter 2004. LiveWarehouse generate sales primarily through its e-store (livewarehouse.com) and operates a Yahoo store. Supplemental sales are generated through internet auction sites for liquidation electronic products. SALES AND MARKETING Sales for our computer products divisions are generated by a telemarketing sales force, which consists of 9 people as of December 31, 2004 in our offices located in Milpitas, California, and 4 people in our Georgia location. 5 The sales force is organized in teams generally consisting of a minimum of three people. We believe that teams provide superior customer service because customers can contact one of several people. Moreover, we believe that the long-term nature of our customer relationships is better served by teams that increase the depth of the relationship and improve the consistency of service. We provide compensation incentives to our salespeople, thus encouraging them to increase their product knowledge and to establish long-term relationships with existing and new customers. Customers can contact their sales team using a toll-free number. Salespeople initiate calls to introduce our existing customers to new products and to solicit orders. In addition, salespeople seek to develop new customer relationships by using targeted mailing lists and vendor leads. The telemarketing salespeople are supported by a variety of marketing programs. For example, we regularly sponsor promotions for our resellers where we have new product offerings and discuss industry developments, as well as regular training sessions hosted by manufacturers. In addition, our in-house marketing staff prepares catalogs that list available products and routinely produces marketing materials and advertisements. Our salespeople are able to analyze our available inventory through a sophisticated management information system and recommend the most appropriate cost-effective systems and hardware for each customer, whether a full-line retailer or an industry-specific reseller. We continually evaluate our product mix and the needs of our customers in order to minimize inventory obsolescence and carrying costs. Our rapid delivery terms are available to all of our customers, and we seek to pass through our cost effective shipping and handling expenses to our customers. SUPPLIERS SOURCES OF SUPPLY Our industry relationship has enabled us to obtain contracts with many leading manufacturers, including Creative Labs, Logitech and Sony. We purchase our products directly from such manufacturers, generally on a non-exclusive basis. We believe that our agreements with the manufacturers are in line with terms and conditions customarily offered by each manufacturer. The agreements typically contain provisions allowing termination by either party without prior notice, and generally do not require us to meet minimum purchase commitments or restrict us from selling products manufactured by competitors. As a result, we generally have the flexibility to terminate or curtail sales of one product line in favor of another product line if we consider it appropriate to do so because of technological change, pricing considerations, product availability, customer demand or vendor distribution policies. For the years ended December 31, 2004, 2003 and 2002, one vendor, Sunnyview/Real Wisdom, accounted for approximately 15%, 18% and 11%, respectively, of our total purchases. Another vendor accounted for 17% of our purchases for the year ended December 31, 2003. We do not have a supply contract with Sunnyview nor the other vendor, but rather purchase products from them through individual purchase orders, none of which has been large enough to be material to us. Although we have not experienced significant problems with Sunnyview or our other suppliers, and we believe we could obtain the products that we purchase from Sunnyview and the other vendor from other sources, there can be no assurance that our relationship with Sunnyview and with our other suppliers will continue or, in the event of a termination of our relationship with any given supplier, that we would be able to obtain alternative sources of supply on comparable terms without a material disruption in our ability to provide products and services to our clients. This may cause a loss of sales that could have a material adverse effect on our business, financial condition and operating results. 6 DISTRIBUTION From our central warehouse facilities in Milpitas, California and Atlanta, Georgia, we distribute microcomputer products principally throughout the United States. No individual customer accounts for more than 10% of our sales. A minority of our distribution agreements are limited by territory. In those cases, however, North America is usually the territory granted to us. We will continue to seek to expand the geographical scope of our distributor arrangements. We do not have offices or operations in foreign countries. Sales to customers located in foreign countries amounted to approximately $12 million in 2004. The majority of the foreign sales were to Canada, Russia and Finland. COMPETITION All aspects of our business are highly competitive. Competition within the computer products distribution industry is based on product availability, credit availability, price, speed and accuracy of delivery, effectiveness of sales and marketing programs and quality and breadth of product lines. We also compete with some manufacturers that sell directly to resellers and end-users. Principal regional competitors in the wholesale distribution industry include Asia Source and Synnex Information Technology, Inc., both of which are privately held companies. Ingram Micro Inc. and Tech Data Corporation are among our principal regional and multi-regional publicly held competitors. We also compete with manufacturers that sell directly to resellers and end-users. Nearly all of our competitors are larger and have greater financial and other resources. Competition within the e-commerce space is primarily based on having the product available and shipping products ordered expediently and correctly at competitive pricing. Although there are many competitive e-store websites on the internet, most are relatively small, and the market is highly fragmented. Of the larger e-store competitors, we face competition from companies such as Buy.com, Amazon.com, Tigerdirect.com and other major e-retailers such as Newegg.com, Yahoo.com, MSN.com and AOL.com. A number of our competitors in the computer distribution industry are substantially larger and have greater financial and other resources than we do. 7 EMPLOYEES As of December 31, 2004, we had 51 full-time employees and 2 part-time employees, all of whom are non-union, and 5 executive officers. We believe that our employee relations are good. 8 ITEM 2. PROPERTIES We own property located at 1600 California Circle, Milpitas, California 95035, which was subject to mortgages in the amount of $3,103,400 at December 31, 2004. Of this amount, $2,331,700 is subject to a bank financing which bears interest at the bank's 90-day LIBOR rate (2.25% as of December 31, 2004) plus 2.5% and is secured by a deed of trust on the property. The remaining balance of $771,700 is subject to a Small Business Administration loan which bears interest at a 7.569% rate and is secured by the underlying property. As discussed in note 6 to the Company's consolidated financial statements, the Company was in violation of certain of the financial covenants in its bank financing agreement, which violations have been waived by the bank through December 31, 2005. See item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources for additional discussion of this matter. This property consists of 3.31 acres and a 44,820 square foot building. The building contains our executive office and California warehouse and we believe it is suitable for the current volume and the nature of our operations. We lease a building in Georgia to house our branch office and a regional warehouse pursuant to an operating lease which expires April 30, 2005. We are currently negotiating the lease renewal for our Georgia facility. Future minimum lease payments under this non-cancelable operating lease agreement for 2005 are estimated to be $22,400. ITEM 3. LEGAL PROCEEDINGS Subsequent to the end of 2004, in April 2005, PMI was sued by a supplier, Micro Technology Concepts, Inc. in the Superior Court of California, Los Angeles County, # BC331483. The suit alleges that approximately $680,000 in unpaid and overdue invoices are due and owing by PMIC. Micro Technology has a security interest in some of PMI's assets, subordinate to the interest of our lender, Textron Financial Corporation. As of the date of this filing, Micro Technology had made no attempts to enforce its security interest. In March, 2005, Pacific Magtron was sued in the Superior Court of California, Santa Clara County, #105cv037996, for $81,046 in unpaid invoices. We are not otherwise involved as a party to any legal proceeding other than various claims and lawsuits arising in the normal course of our business, none of which, in our opinion, is individually or collectively material to our business. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS We did not submit any matter to a vote of our security holders during the fourth quarter of the fiscal year covered by this report. 9 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is presently traded on the Over the Counter Bulletin Board (OCTBB) under the symbol PMIC. Our stock first traded on the OTC Bulletin Board on July 28, 1998. Beginning January 31, 2000, our stock was traded on the Nasdaq SmallCap Market. The Company's common stock was delisted from the Nasdaq SmallCap Market effective April 30, 2003 because the Company was out of compliance with NASDAQ's minimum market value and minimum common stock bid price requirements. The following table shows the high and low sale prices in dollars per share for the first quarter of 2003 as reported by the Nasdaq Small Cap Market and for the second quarter of 2003 through the fourth quarter of 2004 as reported by the OTC Bulletin Board. These prices may not be the prices that you would sell or would pay to purchase a share of our common stock during the periods shown. High Low Fiscal Year Ended December 31, 2004 ------ ------ First Quarter $ 0.15 $ 0.06 Second Quarter 0.07 0.04 Third Quarter 0.10 0.04 Fourth Quarter 0.15 0.04 Fiscal Year Ended December 31, 2003 First Quarter $ 0.45 $ 0.11 Second Quarter 0.56 0.10 Third Quarter 0.20 0.10 Fourth Quarter 0.15 0.03 We had approximately 800 stockholders of record of our common stock as of February 23, 2005. DIVIDEND POLICY We have not paid dividends on our common stock. It is the present policy of our Board of Directors to retain future earnings, if any, to finance the growth and development of our business. Any future dividends will be at the discretion of our Board of Directors and will depend upon our financial condition, capital requirements, earnings, liquidity, and other factors that our Board of Directors may deem relevant. 10 ITEM 6. SELECTED FINANCIAL DATA The following table contains certain selected financial data and we refer you to the more detailed consolidated financial statements and the notes thereto provided in Part II, Item 8 - Financial Statements and Supplementary Data of this Form 10-K. The financial data regarding our continuing operations as of and for the years ended December 31, 2004, 2003, 2002, 2001 and 2000 presented below, have been derived from our consolidated financial statements. The financial information regarding the discontinued operations in 2004, 2003 and 2002 are presented in note 2 to the Company's Consolidated Financial Statements included in this Form 10-K. Our consolidated financial statements for the year ended December 31, 2004 were audited by Weinberg & Company, P.A. Our consolidated financial statements for the years ended December 31, 2003 and 2002 were audited by KPMG LLP, and our consolidated financial statements for the years ended December 31, 2001 and 2000 were audited by BDO Seidman, LLP.

Fiscal Year Ended December 31, ~~-------------------------------------------------------------------------~~ Statement of Operations Data ~~2001~~2004 ~~2000~~2003 ~~1999~~2002 ~~1998~~2001 ~~1997~~2000 ---------------------------- ------------ ------------ ------------ ------------ ------------ Net ~~Sales~~sales $ 7571,~~011~~473,~~700~~500 $ 8874,~~872~~985,~~700~~300 $~~104~~ 67,~~938~~969,~~700~~900 $~~105~~72,~~431~~251,~~200~~000 $81,167,000 96Income (loss) from continuing operations before other income (expenses),~~388~~ income taxes and minority interest (1,834,400) (1,510,500) (~~Loss~~2,252,700) ~~Income~~(2,639,900) 54,700 Net income (loss) from ~~Operations~~continuing operations (31,~~829~~985,500) ~~10,200~~ (1,~~682~~694,~~100~~500) 3(1,~~080~~475,000) (2,~~172~~044,~~200~~700) 139,800 Net income (~~Loss~~loss) ~~Income~~applicable to common shareholders (21,~~850~~172,700) ~~121~~(2,~~800~~896,600) ~~827~~(3,~~300~~110,100) 1(2,~~775~~850,700) 1121,~~246,900~~800 ~~Net~~Basic and diluted income (~~Loss~~loss) ~~Income~~ per share applicable to ~~Common~~common ~~Shareholders~~shareholders: -Income ~~Basic~~(loss) ~~and~~from ~~Diluted~~continuing operations (0.2812) (0.24) (0.17) (0.20) 0.01 Net income (loss) (0.0811) (0.1928) (0.1430) (0.28) 0.01

Fiscal Year Ended December 31, ~~-------------------------------------------------------------------------~~ Balance Sheet Data ~~2001~~2004 ~~2000~~2003 ~~1999~~2002 ~~1998~~2001 ~~1997~~2000 ------------------ ------------ ------------ ------------ ------------ ------------ Current Assets $ 127,~~501~~531,~~600~~500 $ 1510,~~335~~278,~~200~~300 $ 1512,~~221~~577,~~100~~600 $ 1612,~~886~~501,600 $ 1015,~~847~~335,~~800~~200 Current Liabilities 68,~~766~~073,700 710,~~710~~094,~~800~~900(1) 79,~~614~~464,~~400~~900 86,~~955~~766,~~100~~700 57,~~116~~710,~~900~~800 Total Assets 1711,~~323~~740,~~300~~700 2014,~~861~~772,~~100~~400 2017,~~689~~267,000 2117,~~108~~323,~~400~~300 1520,~~019~~861,~~500~~100 Long-Term Debt 3,~~230~~031,~~300~~500 3,~~286~~103,~~200~~400 3,~~337~~169,~~600~~500 3,~~377~~230,~~100~~300 3,~~428~~286,~~400~~200 ~~Total~~Redeemable ~~Liabilities~~Convertible ~~10,031,200~~Preferred ~~11,003,300~~Stock ~~10,953,000~~-- 12-- 190,~~363,700~~400 8-- -- Convertible Preferred Stock 234,~~576,300~~100 -- -- -- -- Shareholders' Equity 7635,~~289,900~~500 91,~~857~~574,~~800~~100 94,~~736~~442,~~000~~200 87,~~744~~289,~~700~~900 69,~~443~~857,~~200~~800

(1) Includes Redeemable Convertible preferred stock of $958,600. 11 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FORWARD-LOOKING STATEMENTS The accompanying discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which are included elsewhere in this Form 10-K. The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes thereto. This discussion contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Our actual results could differ materially from those set forth in the forward-looking statements. Forward-looking statements, by their very nature, include risks and uncertainties. Accordingly, our actual results could differ materially from those discussed in this Report. A wide variety of factors could adversely impact revenues, profitability, cash flows and capital needs. Such factors, many of which are beyond our control include, but are not limited to, our ability to reverse our trend of negative earnings, the diminished marketability of inventory, the need for additional capital, increased warranty costs, competition, dependence on certain suppliers and dependence on key personnel. LINES OF BUSINESS As used herein and unless otherwise indicated, the terms "Company," "we," and "our" refer to Pacific Magtron International Corp. and each of our subsidiaries. Our business is organized into three divisions: PMI, PMIGA and LW. Our subsidiaries, PMI and PMIGA, provide for the wholesale distribution of computer multimedia and storage peripheral products and provide value-added packaged solutions to a wide range of resellers, vendors, OEMs and systems integrators. PMIGA distributes PMI's products in the eastern United States market. In December 2001, LW was incorporated as a wholly-owned subsidiary of PMIC, to provide consumers a convenient way to purchase computer products via the internet. LW also distributes certain computer related products to resellers. During the second quarter 2003, the Company sold substantially all the assets of FNC to a third party. The Company also sold substantially all assets of Lea, to certain of the Lea's employees. In the fourth quarter of 2004, the Company dissolved Lea. The activities of FNC and Lea for all periods have been reclassified for reporting purposes as discontinued operations. In the third quarter of 2003, the Company dissolved its PMICC subsidiary. PMICC had no activities since 2002 and had no assets or liabilities. Recent Developments The Company has historically relied on credit terms from its suppliers to fund inventory purchases. Our vendors have been progressively imposing more restrictive credit terms, such that, during the first quarter of 2005, we were unable to fund purchases. Our business as of the date of this filing is limited to selling existing inventory with no ability to replenish or purchase other items our customer may need. As of April 15, 2005, our inventory was approximately $170,000, compared to $2,760,000 at December 31, 2004. We do not have the ability to draw on lines of credit to fund the shortfall caused by the elimination of terms by our vendors. We have reduced our staff from 58 employees at the end of 2004 to 28 employees on April 14, 2005. Because of the reduced sales caused by the lack of new inventory, we have not been able to pay our obligations on a timely basis. We have been sued by one supplier for approximately $680,000 in unpaid invoices and by another for approximately $80,000. Other creditors have threatened suit. The existing suits are further described in Part I, Item 4 - Legal Proceedings If we are unable to obtain credit or find another method of operating, we will be forced to cease operations in the foreseeable future. 12 OVERVIEW The Company incurred a consolidated net loss of $1,172,700, $2,896,600 and $3,110,100 for the years ended December 31, 2004, 2003 and 2002, respectively. Due to the continuing operations losses, the Company has been experiencing a tightening of credits that are extended by our vendors beginning in the fourth quarter 2004. Our ability to maintain certain desirable levels of inventories has been impaired. The diminishment or loss of credit terms from vendors could unfavorably affect our sales and cash flows. Currently we are seeking additional capital to satisfy our financing needs for the next twelve months. If we fail to achieve a profitable level of operations and raise additional working capital, we will be unable to pursue our business plan. There is no assurance that we will be able to obtain additional capital, if available, and that such capital will be available at terms acceptable to us. In December 2004, the Company entered into an agreement (the Series A Agreement) with the Investor for restructuring certain terms of the Series A Preferred Stock. In connection with the closing of the transactions under the Series A Agreement, the Company amended and restated its Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock on December 31, 2004. Among the terms amended are (1) the number of shares designated as Series A Preferred Stock were decreased from 1,000 to 600 shares; (2) the Stated Value of each share of Series A Preferred Stock was reduced from $1,000 to $666.67; (3) 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; (4) 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; (5) there is a 181-day waiting period from the date of filing the Amended and Restated Certificate of Designation before the holder may exercise conversion (unless the Company initiates a redemption prior to the end of the 181-day period); (6) the conversion price of the Series A Preferred Stock was changed to a fixed price of $0.50 per share, subject to customary and anti-dilution adjustments; and (7) the Company has five trading days, instead of three, to comply with conversion procedures. As part of the Series A Agreement, the Investor forfeited a stock purchase warrant, exercisable for 300,000 shares of the Company's common stock, that was issued in connection with the original issuance of the Company's Series A Preferred Stock. The Company accounted for these transactions in accordance with SFAS 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings. The restructuring of the Series A Preferred Stock resulted in a gain of $758,600 for the year ended December 31, 2004. The fair value of the restructured Series A Preferred Stock was $234,100 as of December 31, 2004 and was classified as shareholders' equity in the balance sheet. 13 Consolidated sales decreased from $74,985,300 for the year ended December 31, 2003 to $71,473,500 for 2004. The decrease was mainly due to a decrease of LW's sales from $7,251,100 for the year ended December 31, 2003 to $5,413,800 for 2004. As part of the overall strategy on re-focusing on our core business in wholesale distribution, the resources allocated to LW business segment were reduced beginning the third quarter 2004. The Company is continuing to re-evaluate LW's business model and anticipates LW's sales will be expanded in 2005. There is no guarantee that the Company will be able to expand LW's sales and that it will be profitable. The computer products distribution business is highly competitive. Competition is based on product and credit availability, speed and accuracy of delivery, effectiveness of sales and marketing programs and breath of product lines. Beginning the fourth quarter of 2000, the computer products distribution industry and the Company have been experiencing the effect of the economic downturn. As the demand for computer products decreases, the pricing pressure becomes intense. As a result, we experienced a decreasing sales trend from 2001 to 2002 but a slight increase from 2002 to 2004. PMI sales for the year ended December 31, 2004 increased by approximately 1.1% compared to 2003, which was partly attributable to the economic recovery. PMIGA experienced a decreasing sales trend and was unable to penetrate into the east coast market, which was dominated by a number of larger competitors. PMIGA experienced a substantial decline in sales in 2004 and 2003. The lack of financial resources and the inability to compete with the larger competitors resulted in a loss in market share. Price competition remains intense for wholesale distribution business. Gross profit for PMI decreased from 5.8% in 2002 to 5.4% in 2003 and 4.7% in 2004. Gross profit for PMIGA increased from 4.9% in 2002 to 7.8% in 2003 and to 9.1% in 2004 as management focused on assembling and marketing complete computer systems and improving its product mix management. Gross profit for LW remained stable and was 7.7% in 2004 compared to 8.0% in 2003. As of December 31, 2004, we were in violation of certain loan covenants under the inventory financing agreement with Textron. A waiver for such violation was obtained from Textron through March 31, 2005. However, no subsequent waiver has been received. It is probable that we will be out of compliance with certain of those covenants in the future. If this was to occur and a waiver for the violation could not be obtained, Textron could terminate the credit facility and require acceleration in the loan payments. If such termination were to occur, there is no assurance that the Company would have the funding necessary to finance its future inventory purchases or would able to obtain alternative financing. As of December 31, 2004, the Company was in violation of certain covenants under the real estate mortgage loan agreement with Wells Fargo Bank (Wells Fargo). A waiver of the default was obtained from Wells Fargo through December 31, 2005. It is uncertain that we will be able to meet all those covenants in the future. If this were to occur in the future and a waiver for the violation could not be obtained, the Company would be required to classify the bank loan as current, which could cause the Company to be out of compliance with financial covenants included in its inventory financing facility with Textron. It is uncertain as to the Company's ability to obtain alternative financing in the event Textron terminates the loan facility or Wells Fargo elects to call the loan. 14 CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our significant accounting policies are described in Note 1 to the consolidated financial statements included as Part II, Item 8 - Financial Statements and Supplementary Data in this Form 10-K. The following are our critical accounting policies: REVENUE RECOGNITION The Company recognizes sales of computer and related products upon delivery of goods to the customer (generally upon shipment) and the customer takes ownership and assumes risk of loss, provided no significant obligations remain and collectibility is probable. A provision for estimated product returns is established at the time of sale based upon historical return rates, which have typically been insignificant, adjusted for current economic conditions. The Company generally does not provide volume discounts or rebates to its customers. LONG-LIVED ASSETS The Company periodically reviews its long-lived assets for impairment. When events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company adjusts the asset group to its estimated fair value. The fair value of an asset group is determined by the Company as the amount at which that asset group could be bought or sold in a current transaction between willing parties or the present value of the estimated future cash flows from the asset. The asset value recoverability test is performed by the Company on an on-going basis. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company grants credit to its customers after undertaking an investigation of credit risk for all significant amounts. An allowance for doubtful accounts is provided for estimated credit losses at a level deemed appropriate to adequately provide for known and inherent risks related to such amounts. The allowance is based on reviews of loss, adjustment history, current economic conditions, level of credit insurance and other factors that deserve recognition in estimating potential losses. Our allowance for doubtful accounts includes receivables past due over 90 days, returned checks and an estimated percentage of the receivables currently due. While management uses the best information available in making its determination, the ultimate recovery of recorded accounts receivable is also dependent upon future economic and other conditions that may be beyond management's control. In addition, it is uncertain as to the continuing availability of cost-efficient credit insurance. We are unable to project the future trend of our bad debt expense. INVENTORY VALUATION Our inventories, consisting primarily of finished goods, are stated at the lower of cost (moving weighted average method) or market. We regularly review inventory turnover and quantities on hand for excess, slowing moving and obsolete inventory based primarily on our estimated forecast of product demand. Excess, obsolete and slow-moving inventory items, including items that have no purchase and sales activities for more than one year, are written down to their net realizable values. Due to a relatively high inventory turnover rate and the inclusion of provisions in the vendor agreements common to industry practice that provide us price protection or credits for declines in inventory value and the right to return certain unsold inventory, we believe that our risk for a decrease in inventory value is minimized. No assurance can be given, however, that we can continue to turn over our inventory as quickly in the future or that we can negotiate such provisions in each of our vendor contracts or that such industry practice will continue. 15 INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Future tax benefits are subject to a valuation allowance when management believes it is more likely than not that the deferred tax assets will not be realized. RELATED PARTY TRANSACTIONS During the first quarter of 2002, the Company made short-term non-interest bearing salary advances to a shareholder/officer totaling $30,000, without interest. These advances were recorded as salary paid to the shareholder/officer during the second quarter ended June 30, 2002. The Company sold computer products to a company owned by a member of the Board of Directors of the Company. During 2003, 2002 and 2001, the Company recognized $102,400, $527,400 and $476,200, respectively, in sales revenues from this company. There were no sales to this customer for the year ended December 31, 2004 and there were no amounts due from this related party as of December 31, 2004 and 2003. On June 30, 2003, the Company sold substantially all of Lea's intangible assets and certain equipment to certain of the Lea's employees. The Company also entered into a Proprietary Software License and Support Agreement with the purchaser requiring the purchaser to provide certain electronic commerce support services to LW for a term of two years beginning July 1, 2003. The Company received $5,000 on the transaction closing date and the electronic commerce support services contract valued at $48,000 which is based on the number of service hours to be provided. The Company recorded a loss of $16,000 on the sale of the Lea assets. See Part III - Item 13 - Certain Relationships and Related Transactions for a description of the sale of a majority of the Company's common stock by Theodore S. Li and Hui Cynthia Lee to Advanced Communications Technologies, Inc., and related transactions. 16 RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, certain selected financial data as a percentage of sales: Year Ended December 31, 2004 2003 2002 ------ ------ ------ Sales 100.0% 100.0% 100.0% Cost of sales 94.9 94.1 94.0 ------ ------ ------ Gross profit 5.1 5.9 6.0 Operating expenses 7.7 8.0 9.3 ------ ------ ------ Loss from operations (2.6) (2.1) (3.3) Other income (expense) (0.2) (0.2) 0.0 Income tax benefit 0.0 0.0 1.1 Minority interest 0.0 0.0 0.0 ------ ------ ------ Loss from continuing operations (2.8) (2.3) (2.2) Loss from discontinued operations 0.1 (0.6) (2.0) Gain on restructuring of Series A Preferred Stock 1.1 0.0 0.0 Accretion and deemed dividend relating to beneficial conversion of 4% Series A Convertible and Redeemable Preferred Stock (0.0) (1.0) (0.4) ------ ------ ------ Net loss applicable to Common shareholders (1.6)% (3.9)% (4.6)% ====== ====== ====== SALES Consolidated sales decreased from $74,985,300 for the year ended December 31, 2003 to $71,473,500 for 2004. The decrease was mainly due to a decrease of LW's sales from $7,251,100 for the year ended December 31, 2003 to $5,413,800 for 2004. PMI The computer products distribution industry and the Company have been experiencing the effect of the economic downturn. We experienced a decreasing sales trend from 2001 to 2002 but a slight increase from 2002 to 2004. PMI sales for the year ended December 31, 2004 increased by approximately 1.1% compared to 2003, which was partly attributable to the economic recovery. PMI's sales were $61,101,100, $60,410,600 and $56,814,300 for 2004, 2003 and 2002, respectively. However, the pricing pressure remained intense. PMI's gross profit for the year ended December 31, 2004 was 4.7% compared to 5.4% and 5.8% for the years ended December 31, 2003 and 2002, respectively. We anticipate that PMI's sales will follow the condition of the economy in 2005 and the pricing pressure will continue in the computer products distribution industry. PMIGA PMIGA experienced intense competition on the U.S. east coast market and has not been able to penetrate into the east coast market, which was dominated by a number of larger competitors. The lack of financial resources and the inability to compete with the larger competitors resulted in a loss in market share. Sales declined from $9,471,400 in 2002 to $7,323,600 in 2003 and $4,958,600 in 2004. Gross profit as a percent of sales for PMIGA declined from 5.5% in 2001 to 4.9% in 2002. Gross profit for PMIGA increased from 4.9% in 2002 to 7.8% in 2003 and to 9.1% in 2004 as management focused on assembling and marketing complete computer systems and improving its product mix management. However, it is uncertain that we can maintain the pricing on those higher profit products. 17 LW LW competes with a vast number of e-store websites on the internet. Most of them are relatively small, but a number of larger e-stores, such as Amazon.com and Buy.com, dominate in the e-commerce space. Competition is based on having the products available and shipping expediently and correctly at competitive prices. As part of the overall strategy on re-focusing on our core business in wholesale distribution, the resources allocated to LW business segment were reduced beginning the third quarter 2004. For the year ended December 31, 2004, LW generated $5,413,800 in sale compared to $7,251,100 in 2003 and $1,684,200 in 2002. LW was in a development stage in 2002. LW sells its products to end-users and certain of its products to resellers. Gross profit for the year ended December 31, 2004 was 7.7% compared to 8.0% in 2003. For the year ended December 31, 2002, LW sold its products primarily to end-users and realized a gross profit of 16.9%. During the first quarter 2005, the Company is re-evaluating LW's business model and anticipating LW's sales will be expanded in 2005. There is no guarantee that the Company will be able to expand LW's sales and that it will be successful or profitable. EXPENSES The Company has been reducing its operating expenses in all areas. Consolidated selling, general and administrative expenses decreased from $6,303,000 in 2002 to $5,939,900 in 2003 and $5,027,500 in 2004 (excluding a write-off of other receivables of $487,200). Consolidated payroll expense decreased by $571,300 in 2004 compared to 2003 and by $34,300 in 2003 compared to 2002. Employee count for the Company was reduced from 81 as of December 31, 2002 to 75 and 56 as of December 31, 2003 and 2004, respectively. Consolidated bad debt expense, except for the write-off of other receivables, decreased by $46,600 in 2004 compared to 2003 and by $188,200 in 2003 compared to 2002, excluding the impact of bad debt expense in discontinued operations of $45,000 and $26,900 in 2002 and 2003, respectively. Our bad debt expense arises out of the fact that we offer various credit terms to qualifying customers, closely monitor their credit worthiness and utilize various levels of credit insurance to control credit risks. We provide allowances for bad debts based on reviews of loss, adjustment history, current economic conditions, level of credit insurance and other factors which deserve recognition in estimating potential losses. While management uses the best information available in making its determination, the ultimate recovery of the receivables is also dependent upon future economic and other conditions that may be beyond management's control. In addition, it is uncertain as to the continuing availability of cost-efficient credit insurance. We are unable to project the future trend of our bad debt expense. In December 2003, the Company settled a claim against a customer and its principal owner for a past due account receivable in the amount of $734,500. Under the settlement agreement, the customer agreed to pay the entire balance in 12 equal monthly installments of $61,200, beginning December 2003. In addition, the customer entered into a UCC-Financing Statement with the Company under which the customer secured its payments due to the Company with all its assets, including inventory, accounts receivable and equipment. The customer is presently in default of its obligations under the settlement agreement. Thus, the Company is in the process of foreclosing on all the assets, including cash, accounts receivable, inventories and real estate of the customer and its principal owner. During the fourth quarter 2004, the Company wrote off $487,200, the entire unpaid balance of this receivable, as a result of its on-going evaluation of the recoverability of this asset. 18 INCOME TAXES In March 2002, the Job Creation and Worker Assistance Act of 2002 ("the Act") was enacted. The Act extended the general federal net operating loss carry-back period from 2 years to 5 years for net operating losses incurred for taxable years ending in 2001 and 2002. The tax benefit recorded in 2002 reflects the federal income tax refund attributable to the net operating loss incurred for the year ended December 31, 2002. The Company does not receive a tax benefit for losses incurred in 2004 and 2003 as they are not covered by the Act. As a result, no tax benefits were recorded for the year ended December 31, 2004 and 2003 as management does not believe it is more likely than not that the benefit from such assets will be realized. DISCONTINUED OPERATIONS On June 2, 2003, the Company entered into an agreement to sell substantially all of FNC's assets to a third party for $15,000. The Company recorded a loss of $13,700 on the sale of these assets. On June 30, 2003, the Company entered into an agreement to sell substantially all of Lea's assets to certain of Lea's employees. The Company also received a Proprietary Software License and Support Agreement from the purchasers to provide certain electronic commerce support services to LW for a term of two years. The Company received $5,000 on the closing date. The electronic commerce support services contract was valued at $48,000. The Company recorded a loss of $16,000 on the sale of Lea assets. The operations of FNC and Lea were discontinued after the sales of their assets. For financial statement reporting purposes, the operating results of FNC and Lea are reclassified as discontinued operations. The operating results of FNC and Lea for the years ended December 31, 2004, 2003 and 2002 were as follows: Year Ending December 31, 2004 2003 2002 ----------- ----------- ----------- FNC: Net sales $323,200 $1,313,500 $2,378,300 Loss before income tax benefit 93,300 (311,600) (1,195,900) Income tax benefit -- -- (360,600) ----------- ----------- ----------- Net income (loss) $ 93,300 $ (311,600) $ (835,300) ----------- ----------- ----------- Lea: Net sales $ -- $ 179,700 $ 496,600 Loss before income tax benefit -- (122,300) (751,000) Income tax benefit -- -- (225,400) ----------- ----------- ----------- Net loss $ -- $ (122,300) $ (525,600) ----------- ----------- ----------- 19 RESTRUCTURING OF PREFERRED STOCK In April 2003 we were notified by Nasdaq that the Company did not comply with the Marketplace Rule that requires a minimum bid price of $1.00 per share of common stock and that our common stock would be delisted from the Nasdaq SmallCap Market and such delisting took place on April 30, 2003. The Company's common stock is eligible to be traded on the Over the Counter Bulletin Board (OCTBB). The delisting of the Company's common stock enabled the holder of the Company's Series A Redeemable Convertible Preferred Shares to request the redemption of such shares. As of December 31, 2003, the redemption value of the Series A Preferred Stock was $958,600. The Company increased the carrying value of the Series A Redeemable Convertible Preferred Stock to its redemption value and recorded an increase in loss applicable to common shareholders of $743,300 for the year ended December 31, 2003. In December 2004, the Company entered into an agreement (the Series A Agreement) with the Investor for restructuring certain terms of the Series A Preferred Stock. In connection with the closing of the transactions under the Series A Agreement, the Company amended and restated its Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock on December 31, 2004. Among the terms amended are (1) the number of shares designated as Series A Preferred Stock were decreased from 1,000 to 600 shares; (2) the Stated Value of each share of Series A Preferred Stock was reduced from $1,000 to $666.67; (3) the holders of the Series A Preferred Stock no longer have the right to required the Company to redeem each share of Series A Preferred Stock, which rights were triggered upon the occurrence of certain events; (4) the redemption amount payable by the Company upon exercise of its redemption right was reduced from 150% of Stated Value to 100% of Stated Value; (5) there is a 181-day waiting period from the date of filing the Amended and Restated Certificate of Designation before the holder may exercise conversion (unless the Company initiates a redemption prior to the end of the 181-day period); (6) the conversion price of the Series A Preferred Stock was changed to a fixed price of $0.50 per share, subject to customary and anti-dilution adjustments; and (7) the Company has five trading days, instead of three, to comply with conversion procedures. As part of the Series A Agreement, the Investor forfeited a stock purchase warrant, exercisable for 300,000 shares of the Company's common stock, that was issued in connection with the original issuance of the Company's Series A Preferred Stock. The Company accounted for these transactions in accordance with SFAS 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings. The restructuring of the Series A Preferred Stock resulted in a gain of $758,600 for the year ended December 31, 2004. The fair value of the restructured Series A Preferred Stock was $234,100 as of December 31, 2004 and was classified as shareholders' equity in the balance sheet. 20 LIQUIDITY AND CAPITAL RESOURCES The Company incurred a net loss applicable to common shareholders of $1,172,700, $2,896,600 and $3,110,100 for the years ended December 31, 2004, 2003 and 2002, respectively. Due to the continuing operating losses, the Company has over time experienced progressively more restrictive credit terms from our vendors, such that, by the first quarter of 2005 and continuing through the date of this filing, Our ability to purchase inventory has been eliminated. The loss of credit terms from vendors has severely and unfavorably affected our sales. Consequently, we have recently had difficulty paying our obligations on a timely basis. Currently we are seeking additional capital and pursuing alternative methods of operations which will eliminate our need for the credit terms. If we fail to achieve a profitable level of operations or find other methods of operations, we will be unable to pursue our business plan and may be forced to cease doing business. There is no assurance that we will be able to obtain additional capital, or find methods of operation that reduce our need for credit. As described in our results of operations above, in December 2004 the Company entered into an agreement (the Series A Agreement) with the Investor for restructuring certain terms of the Series A Preferred Stock. The restructuring of the Series A Preferred Stock resulted in a gain of $758,600 for the year ended December 31, 2004. The fair value of the restructured Series A Preferred Stock was $234,100 as of December 31, 2004 and was classified as shareholders' equity in the balance sheet. As of December 31, 2004 and 2003, we were in violation of certain loan covenants under the inventory financing facility with Textron Financial Corporation (Textron) and our mortgage loan agreement with Wells Fargo Bank (Wells Fargo). Even though waivers for such violations were obtained from Textron and Wells Fargo, it is probable that we will be out of compliance with certain of those covenants in the future. If this was to occur and waivers for the violations cannot be obtained, Textron and Wells Fargo might terminate the credit facility and accelerate the loan payments. The Wells Fargo loan would be required to be classified as current liability causing another out of compliance condition on the Textron loan. If such termination were to occur, the Company would have the funding necessary to finance its future inventory or operations. These conditions raise doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to achieve profitability and generate sufficient cash flows to meet its obligations as they come due. At December 31, 2004, we had consolidated cash and cash equivalents of $543,800 and a working capital deficit of $542,200. At December 31, 2003, we had consolidated cash and cash equivalents totaling $1,491,700 and working capital of $183,400. The decrease in working capital was mainly due to the loss from continuing operations in 2004. Net cash used in operating activities for the year ended December 31, 2004, 2003 and 2002 was $1,896,900, $470,400 and $898,000, respectively. In June 2003, we discontinued the operations of FNC and Lea. Included in the total net cash used in operating activities was $34,700 cash provided by FNC's operating activities in 2004. Included in the total net cash used in operating activities was $146,800 and $956,600 cash used in FNC and Lea's operating activities for 2003 and 2002, respectively. We do not expect to have future operating activities for FNC and Lea. The cash used in operating activities was primarily from the loss in operations, which was partially offset by the federal income tax refunds of $1,034,700 in June 2002 and $1,427,400 in March 2003. However, we do not have an income tax refund in 2004 and we do not expect an income tax refund in 2005. 21 In December 2003, the Company settled a claim against a customer and its principal owner for a past due account receivable in the amount of $734,500. Under the settlement agreement, the customer agreed to pay the entire balance in 12 equal monthly installments of $61,200, beginning December 2003. In addition, the customer entered into a UCC-Financing Statement with the Company under which the customer secured its payments due to the Company with all its assets, including inventory, accounts receivable and equipment. The customer is presently in default of its obligations under the settlement agreement. Thus, the Company is in the process of foreclosing on all the assets, including cash, accounts receivable, inventories and real estate of the customer and its principal owner. During the fourth quarter 2004, the Company wrote off $487,200, the entire unpaid balance of this receivable, as a result of its on-going evaluation of the recoverability of this asset. In April 2003, the Company settled a lawsuit relating to a counterfeit products claim for $95,000, which was paid in the second quarter of 2003. In May 2003, PMI obtained a $3,500,000 inventory financing facility, which includes a $1 million letter of credit facility used as security for inventory purchased on terms from vendors in Taiwan, from Textron Financial Corporation (Textron). The credit facility is guaranteed by PMIC, PMIGA, FNC, Lea, LW and two officers of the Company and may be discontinued by Textron at any time at its sole discretion. Under the agreement, the Company granted Textron a first priority lien on all of its corporate assets. Borrowings under the inventory line are subject to 30 days repayment, at which time interest accrues at the prime rate plus 6% (11.25% at December 31, 2004). The Company is required to maintain collateral coverage equal to 120% of the outstanding balance. A prepayment is required when the outstanding balance exceeds the sum of 70% of the eligible accounts receivables and 90% of the Textron-financed inventory and 100% of any cash assigned or pledged to Textron. PMI and PMIC are required to meet certain financial ratio covenants, including a minimum current ratio, a maximum leverage ratio, a minimum tangible capital funds and required levels of profitability. Beginning on September 30, 2003 through December 31, 2004, the Company was out of compliance with the maximum leverage ratio covenant and the minimum tangible capital funds covenant and other covenants for which waivers have been obtained through March 31, 2005. Based on anticipated future results, it is probable that the Company will be out of compliance with these and/or other covenants in 2005. If this was to occur and a waiver for the violation cannot be obtained, Textron might terminate the credit facility and accelerate the loan payments. Upon termination, there is no assurance that the Company would have the funding necessary to finance its future inventory or operations. We cannot assure you that we will be able to comply with these financial requirements in the future or to maintain the Textron flooring line if we continue our losses. We are required to maintain $250,000 in a restricted account as a pledge to Textron. This amount has been reflected as restricted cash in the accompanying consolidated financial statements. As of December 31, 2004, the outstanding balance of this loan was $2,243,100. 22 Pursuant to one of our Wells Fargo Bank (Wells Fargo) mortgage loans, with a $2,331,700 balance at December 31, 2004, we are required to maintain minimum debt service coverage, a maximum debt to tangible net worth ratio, no consecutive quarterly losses, and achieve net income on an annual basis. During 2004 and 2003 the Company was in violation of two of these covenants. This constituted an event of default under the loan agreement and gave Wells Fargo the right to call the loan. However, a waiver of the defaults was obtained from the bank through December 31, 2005. As a condition for this waiver, the Company transferred $250,000 to a restricted account as a reserve for debt servicing. It is uncertain that we will be able to meet all these covenants in the future. If this were to occur in the future and a waiver for the violation cannot be obtained, the Company would be required to classify the bank loan as current, which could cause the Company to be out of compliance with an additional financial covenant included in its inventory flooring facility with Textron. It is uncertain as to the Company's ability to obtain alternative financing in the event Textron terminates the loan facility or Wells Fargo elects to call the loan. The Company purchased a credit insurance policy through March 31, 2005 from American Credit Indemnity covering certain accounts receivable up to $2,000,000 of losses. The Company also entered into an insurance agreement with ENX, Inc. for its accounts receivable through April 30, 2005. Under the agreement, the Company sells its past-due accounts receivables from pre-approved customers with pre-approved credit limits under certain conditions. The commission is 0.5% of the approved invoice amounts with a minimum quarterly commission of $12,500. As of December 31, 2004, approximately $1,059,000 of the outstanding receivables was approved by ENX. We are seeking renewal of this policy and agreement. There is no assurance that we can renew the policy and agreement at amounts that are cost-effective. In the event that we could not renew the policy and agreement with our existing or other insurance carriers, our future loss on uncollectible receivables would probably be higher compared to 2004, 2003 and 2002. OFF-BALANCE SHEET ARRANGEMENTS The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, and the Company does not have any non-consolidated special purpose entities. AGGREGATE CONTRACTUAL OBLIGATIONS The Company leases office space, equipment and vehicles under various operating leases. The following summarizes the effect on the Company's liquidity and cash flows from contractual obligations of debt arrangements and non-cancelable operating leases as of December 31, 2004: 23 (Amounts in thousands) Year Ending December 31,

~~Quarter~~2005 ~~---------------------------------------------------------~~2006 ~~2001~~2007 ~~First~~2008 ~~Second~~2009 ~~Third~~Thereafter ~~Fourth~~ ---- -- ------~~----~~ ------ ------ ------~~------~~ ------~~------~~ ~~Sales~~Debt $maturities ~~19,956,500~~ $ ~~14,961,400~~72 $ ~~20,840,200~~77 $ 192,~~253,600~~312 ~~Gross profit 1,259,600 979,700 1,465,200 1,597,600 Net loss (473,600) (1,211,800) (370,000) (795,300) Basic and diluted (loss) per common share (1)~~ $ ~~(0.05)~~50 $ ~~(0.12)~~54 $ ~~(0.04)~~539 ~~$ (0.08) Quarter~~ Non-~~--------------------------------------------------------~~cancelable ~~2000~~operating ~~First~~leases ~~Second~~49 ~~Third~~2 ~~Fourth~~ -- -- -- -- -------- ------ ------ ------ ------ ------~~------~~ ~~Sales~~Total $ ~~22,815,200~~121 $ ~~21,984,300~~79 $ 242,~~125,300~~312 $ ~~19,947,900~~50 ~~Gross~~$ ~~profit~~54 ~~1,781,800 1,771,000 1,755,600 1,743,600 Net income (loss) 60,800 122,000 254,700 (315,700) Basic and diluted earnings (loss) per common share (1)~~ $ ~~0.01~~539 $====== ~~0.01~~====== $====== ~~0.03~~====== $====== ~~(0.03)~~======

INFLATION Inflation has not had a material effect upon our results of operations to date. In the event the rate of inflation should accelerate in the future, it is expected that to the extent increased costs are not offset by increased revenues, our operations may be adversely affected. CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS OUR INDEPENDENT AUDITORS' REPORT CONTAINS A GOING CONCERN OPINION We have received a going concern opinion from our auditors. The opinion raises substantial doubts our ability to continue as a going concern. We incurred net losses for the year ended December 31, 2004 and 2003 and 2002 of $1,172,700, $2,896,600 and $3,110,100, respectively, and we most likely will continue to incur losses. Our future ability to execute our business plan will depend on our efforts to increase revenues, control our overhead and return to profitability. We have implemented plans to reduce overhead and operating costs, and capture new business. No assurance can be given, however, that these actions will result in increased revenues and profitable operations. WE HAVE EXPERIENCED SEVERE CREDIT RESTRICTIONS FROM OUR VENDORS, AND ARE NO CONDUCTING BUSINESS CONSISTENT WITH HISTORICAL PRACTICE Our vendors have severely reduced the credit they extend to the Company. The loss of credit terms from vendors has eliminated our ability to purchase inventory and therefore our sales. Consequently, we have recently had difficulty paying our obligations on a timely basis. If we are unable to correct this situation, find alternative financing or alternative methods of operation which do not require credit, we will be required to cease operations. WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SECURE ADDITIONAL CAPITAL REQUIRED BY OUR BUSINESS Currently we are seeking additional capital to satisfy our financing needs for the next twelve months. If we fail to achieve a profitable level of operations and raise additional working capital, we will be unable to pursue our business plan. There is no assurance that we will be able to obtain additional capital, if available, and that such capital will be available at terms acceptable to us. 24 POTENTIAL SALES OF ADDITIONAL COMMON STOCK AND SECURITIES CONVERTIBLE INTO OUR COMMON STOCK MAY DILUTE THE VOTING POWER OF CURRENT HOLDERS. We may issue equity securities in the future whose terms and rights are superior to those of our common stock. Our Articles of Incorporation authorize the issuance of up to 5,000,000 shares of preferred stock. These are "blank check" preferred shares, meaning our board of directors is authorized to designate and issue the shares from time to time without shareholder consent. As of December 31, 2004 we had 600 shares of Series A Preferred outstanding. The Series A Preferred are convertible into 800,000 shares of common stock. Any additional shares of preferred stock that may be issued in the future could be given voting and conversion rights that could dilute the voting power and equity of existing holders of shares of common stock, and have preferences over shares of common stock with respect to dividends and liquidation rights. WE HAVE VIOLATED CERTAIN FINANCIAL COVENANTS CONTAINED IN OUR LOANS AND MAY DO SO AGAIN IN THE FUTURE Pacific Magtron, Inc. (PMI) has a mortgage on our offices with Wells Fargo Bank, under which PMI must maintain the following financial covenants: 1) Total liabilities must not be more than twice our tangible net worth; 2) Net income after taxes must not be less than one dollar on an annual basis and for no more than two consecutive quarters; and 3) Annual EBITDA of one and one half times the debt must be maintained. We were in violation of covenants (2) and (3) as of December 31, 2004 and 2003. We received a waiver for such violation through December 31, 2005. We cannot assure you that we will be able to meet all these financial covenants in the future. Based on anticipated future results, it is probable that we will be out of compliance with certain of those covenants. If this was to occur and a waiver for the violation cannot be obtained, Wells Fargo may declare us in default and accelerate the loan payments. As a result, the Company would be required to classify the bank loan as current, which would cause the Company to be out of compliance with an additional financial covenant included in its inventory flooring facility with Textron Financial Corporation as discussed below. In May 2003 we obtained a $3,500,000 inventory financing facility of which a $1 million letter of credit facility is used as security for inventory purchased on terms from vendors in Taiwan from Textron Financial Corporation (Textron). Under this financing facility, we are required to meet the following financial covenants: 1) Minimum current ratio of 1.0 to 1.0; 2) Maximum leverage of 5.0 for PMI and 6.0 for PMIC; 3) Positive EBITDA on a year-to-date basis for PMI; and 4) Minimum tangible capital funds of $2,500,000. As of December 31, 2004, we were in violation of the above covenants and a waiver for such violations was obtained through March 31, 2005. However, no subsequent waiver has been received. It is uncertain that we will be able to meet all those covenants in the future. If this was to occur in the future and a waiver for the violation cannot be obtained, Textron might terminate the credit facility and accelerate the loan payments. Upon termination, there is no assurance that the Company would have the funding necessary to finance its future inventory or would be able to obtained additional financing. We cannot assume that we will be able to comply with these financial requirements in the future or to maintain the Textron flooring line if we continue our losses. It is uncertain as to the Company's ability to obtain alternative financing in the event Textron terminated the loan facility and accelerated payments or Wells Fargo elected to call the loan. 25 WE DEPEND ON CREDIT TERMS FROM OUR SUPPLIERS We depend on the credit and payment terms extended by our suppliers. A reduction of those credits and shortening those payment terms by our suppliers would unfavorably affect our cash flows and our ability to maintain certain inventory levels and sales. WE DEPEND ON KEY SUPPLIERS FOR A LARGE PORTION OF OUR INVENTORY. LOSS OF THOSE SUPPLIERS COULD HARM OUR BUSINESS One supplier, Sunnyview/Real Wisdom ("Sunnyview"), accounted for approximately 15%, 18% and 11% of our total purchases for the years ended December 31, 2004, 2003 and 2002, respectively. One other vendor accounted for 17% of purchases for the year ended December 31, 2003. We do not have a supply contract with Sunnyview nor the other vendor, but rather purchase products from them through individual purchase orders, none of which has been large enough to be material to us. Although we have not experienced significant problems with Sunnyview or our other suppliers, and we believe we could obtain the products that Sunnyview and the other vendor's supplies from other sources, there can be no assurance that our relationship with Sunnyview and with our other suppliers will continue or, in the event of a termination of our relationship with any given supplier, that we would be able to obtain alternative sources of supply on comparable terms without a material disruption in our ability to provide products and services to our clients. This may cause a loss of sales that could have a material adversely effect on our business, financial condition and operating results. OUR COMMON STOCK IS NOT ACTIVELY TRADED Our common stock was delisted from the Nasdaq SmallCap Market effective April 30, 2003 due to our inability to maintain a minimum bid price of $1.00 per share. The Company's common stock is eligible to be traded on the Over the Counter Bulletin Board (OCTBB). Our stock has not been actively traded since such delisting. IF WE ARE UNABLE TO SECURE PRICE PROTECTION PROVISIONS IN OUR VENDOR AGREEMENTS, THE VALUE OF OUR INVENTORY WOULD QUICKLY DIMINISH As a distributor, we incur the risk that the value of our inventory will be adversely affected by industry wide forces. Rapid technology change is commonplace in the industry and can quickly diminish the marketability of certain items, whose functionality and demand decline with the appearance of new products. These changes and price reductions by vendors may cause rapid obsolescence of inventory and corresponding valuation reductions in that inventory. We currently seek provisions in the vendor agreements common to industry practice that provide price protections or credits for declines in inventory value and the right to return unsold inventory. No assurance can be given, however, that we can negotiate such provisions in each of our contracts or that such industry practice will continue. 26 EXCESSIVE CLAIMS AGAINST WARRANTIES THAT WE PROVIDE COULD ADVERSELY EFFECT OUR BUSINESS Our suppliers generally warrant the products that we distribute and allow us to return defective products, including those that have been returned to us by customers. We do not independently warrant the products that we distribute. If excessive claims are made against these warranties our results of operations would suffer. WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE WITH SOME OF OUR COMPETITORS All aspects of our business are highly competitive. Competition within the computer products distribution industry is based on product availability, credit availability, price, speed and accuracy of delivery, effectiveness of sales and marketing programs, quality and breadth of product lines. We also compete with manufacturers that sell directly to resellers and end users. Most of our competitors are substantially larger and have greater financial and other resources than we do. FAILURE TO RECRUIT AND RETAIN QUALIFIED PERSONNEL WILL HARM OUR BUSINESS Our success depends upon our ability to attract, hire and retain highly qualified personnel who possess the skills and experience necessary to meet our personnel needs. Competition for individuals with proven highly qualifying skills is intense, and the computer industry in general experiences a high rate of attrition of such personnel. We compete for such individuals with other companies as well as temporary personnel agencies. Failure to attract and retain sufficient qualifying personnel would have a material adverse effect on our business, operating results and financial condition. WE ARE DEPENDENT ON KEY PERSONNEL Our continued success will depend to a significant extent upon our senior management, including Theodore Li, Chief Financial Officer and Hui "Cynthia" Lee, head of sales operations. The loss of the services of Mr. Li or Ms. Lee, or one or more other key employees, could have a material adverse effect on our business, financial condition or operating results. We do not have key man insurance on the lives of Mr. Li and Ms. Lee. ESTABLISHMENT OF OUR BUSINESS-TO-CONSUMER WEBSITE LIVEWAREHOUSE.COM MAY NOT BE SUCCESSFUL We have established a business-to-consumer website, LiveWarehouse.com. LW incurred a net loss of $248,800, $258,100 and $166,600 for the year ended December 31, 2004, 2003 and 2002, respectively. As part of the overall strategy on re-focusing in our core business in wholesale distribution, the resources allocated to LW business segment were reduced beginning the third quarter 2004. During the first quarter 2005, the Company is re-evaluating LW's business model and anticipating LW's sales will be expanded in 2005. There is no assurance that the Company will be able to expand LW's sales and that it will be successful or profitable. We cannot assume that we will achieve a profitable level of operations, that we will be able to hire and retain personnel with experience in online retail marketing and management, that we will be able to execute our business plan with respect to this market segment or that we will be able to adapt to technological changes. Further, while we have experience in the wholesale marketing of computer-related products, we have limited experience in retail marketing. This market is very competitive and many of our competitors have substantially greater resources and experience than we have. 27 WE ARE SUBJECT TO RISKS BEYOND OUR CONTROL SUCH AS ECONOMIC AND GENERAL RISKS OF OUR BUSINESS Our success will depend upon factors that may be beyond our control and cannot clearly be predicted at this time. Such factors include general economic conditions, both nationally and internationally, changes in tax laws, fluctuating operating expenses, changes in governmental regulations, including regulations imposed under federal, state or local environmental laws, labor laws, and trade laws and other trade barriers. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our exposure to market risk for changes in interest rates relates primarily to one of our bank loans with a $2,331,700 balance at December 31, 2004 which bears fluctuating interest based on the bank's 90-day LIBOR rate. We believe that fluctuations in interest rates in the near term would not materially affect our consolidated operating results, financial position or cash flow. We are not exposed to material risk based on exchange rate fluctuation or commodity price fluctuation. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This information appears in a separate section of this report following Part IV. ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On June 18, 2004 KPMG LLP ("KPMG"), the Registrant's independent auditor, tendered its resignation to the Registrant. On July 21, 2004, the Registrant's board of directors appointed and engaged Weinberg & Company, P.A. as the Registrant's independent auditor for the fiscal year ended December 31, 2004. The report of KPMG for the fiscal years ended December 31, 2002 and 2003 contained no adverse opinions, disclaimer of opinion or qualification or modification as to uncertainty, audit scope or accounting principles, except for a modification as to uncertainty about the Registrant's ability to continue as a going concern as described in the reports of KPMG in the Registrant's Form 10-K for the fiscal years ended December 31, 2002 and 2003. The Registrant did not consult with Weinberg & Company, P.A. during the fiscal years ended December 31, 2002 and 2003, and the interim period from January 1, 2004 through July 21, 2004, on the application of accounting principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements; or any matter that was either the subject of a disagreement or a reportable event. 28 There were no disagreements with Weinberg & Company, P.A. or KPMG on accounting or financial disclosure matters during 2004. ITEM 9A. CONTROLS AND PROCEDURES Our management, including our Chief Financial Officer and our Chief Executive Officer, has reviewed and evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal period covered by this Form 10-K, which included inquiries made to certain other employees. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective and sufficient to ensure that we record, process, summarize, and report information required to be disclosed in the reports we file under the Securities Exchange Act of 1934 within the time periods specified by the Securities and Exchange Commission's rules and forms. During the fiscal quarter ended December 31, 2004, there have been no changes in our internal control over financial reporting, or to our knowledge, in other factors, that have materially affected or are reasonable likely to materially affect the Company's internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 29 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Our directors and executive officers are as follows: NAME AGE POSITION ---------------------- --- ---------------------------------- Martin Nielson 53 President, Chief Executive Officer and Director Theodore S. Li 48 Chief Financial Officer and Director John E. Donahue 55 Director Eric Martin 52 Executive Vice President Hui "Cynthia" Lee 42 Senior Vice President Anthony Lee 56 Secretary and Treasurer Jey Hsin Yao, PH.D. 42 Director (Resigned on December 31, 2004) Hank C. Ta 42 Director (Resigned on December 31, 2004) Raymond Crouse 45 Director (Resigned on December 31, 2004) MARTIN NIELSON - Mr. Nielson was appointed President and Chief Executive Officer of the Company on December 31, 2004. He is also the Senior Vice President-Acquisitions of Advanced Communications Technologies, Inc. ("ACT"). Mr. Nielson also serves as Chief Executive Officer of Encompass, ACT's wholly-owned subsidiary and principal operating unit. From 2003 to 2004, he was Chairman of Innova Holdings, Inc. (formerly known as Hy-Tech Technology Group, Inc.). He also served as Chairman of Inclusion Technologies, Inc. from 2000 to 2002. Since 1994, he has been the Chairman and Chief Executive Officer of Altos Bancorp, Inc., a privately-held mergers and acquisition company. In 1991, Mr. Nielson was founder and Chief Executive Officer of The Business Superstore, an office supply and computer superstore/telesales company in London that merged with Office World in 1993. In 1982, Mr. Nielson was part of the founding team and served until 1991 as Vice President of Businessland, Inc., a New York Stock Exchanged listed computer and networking reseller. From 1972 until 1981, Mr. Nielson was employed as an executive of The Gap Stores. Mr. Nielson graduated from San Jose State University with a BS in business management with a concentration in mathematics and engineering, and attended San Francisco State University's Graduate School of Business with a concentration in operations research. THEODORE S. LI - Mr. Li has served as Chief Financial Officer and director for our Company since 1998. He had served as our President and Treasurer to December 2004. He has also served as the President and a Director of Pacific Magtron, Inc., a California corporation that is our principal operating subsidiary ("PMI"), since 1995. He is responsible for our operations, technical functions and finance. 30 JOHN E. DONAHUE - John E. Donahue is Vice President and Chief Financial Officer of Online Benefits, Inc. a privately held HR solutions company that provides internet based applications for administering, communicating and presenting HR related information and data. Mr. Donahue has served in this position since August 1999. Prior to that he served as Executive Vice President and Chief Financial Officer of Lead America, a marketer of insurance products to customers of financial institutions, Managing Director of Oxbridge Incorporated, a boutique investment banking firm, Chief Financial Officer at Mast Resources Inc., a merchant bank, and Chief Financial Officer at Catalyst Energy Corp, a NYSE-listed independent power producer. Mr. Donahue was with Price Waterhouse from September 1972 until March 1985, including serving as a Senior Audit Manager. Mr. Donahue holds a B.A. in Economics from Holy Cross College and an MBA from Rutgers University. ERIC MARTIN - Mr. Martin joined the Company in November of 2004, and serves as the company's Chief Commercial Officer, with responsibility for both supplier and client business relationships. Prior to joining the Company, he served as Chairman and CEO of Positive Communications, a nationwide wireless messaging company marketing through national consumer electronics retailers and on-line consumer channels. His experience in growing businesses includes Compaq Computer Corporation, where he was responsible for the development of the Presario brand of computer products. At BusinessLand, Inc, a national distributor of personal computer and related products, he was responsible for all aspects of product management, from the company's early stages through over $1B in annual sales. Mr. Martin also has extensive retail merchandising experience, having managed both field and corporate merchandising programs for Sears and The Gap Stores. He holds a Bachelor of Arts degree in Business Administration from Hanover College. HUI "CYNTHIA" LEE - Ms. Lee serves as our Senior Vice President and had served as our Secretary and a Director from 1998 to 2004 and as a Director and Vice President, Sales and Purchasing of PMI since 1995. She is responsible for our sales and purchasing functions. She received her bachelor of language and literature from Chang Chi University in Taiwan. Ms. Lee is married to Dr. Jey Hsin Yao, a former director of our Company. ANTHONY LEE - Anthony Lee was appointed Secretary and Treasurer on December 31, 2004. He has been serving the Company in the capacity of a financial controller since 2002. Mr. Lee practiced as a certified public accountant in California and was a partner in Alger & Lee, Certified Public Accountants, for more than eight years before joining the Company. From 1987 to 1988, he was a senior accounting research staff in Bank of America in San Francisco, California. Before he joined Bank of America, he was a senior audit manager in Arthur Young & Company, an international accounting firm, for more than 10 years. Mr. Lee is a certified public accountant in California. He graduated from Golden Gate University in San Francisco, California with a BS degree in accounting and from the University of California at Berkeley with an MBA in finance. 31 JEY HSIN YAO, PH.D. - Until December 31, 2004, Dr. Yao had served as a Director since 1998 and as a Director and Secretary of PMI since 1995. He has been employed at Fujitsu as a senior researcher since 1992. He received his bachelor of science in electrical engineering from National Taiwan University, and his masters and PhD degrees from the Department of Electrical Computer Engineering of the University of California at Santa Barbara. Dr. Yao is married to Ms. Hui "Cynthia" Lee. HANK C. TA - Mr. Ta has served as a Director from 1999 to December 31, 2004. Mr. Ta has been the President and Chief Executive Officer of CC Integration/Micro Age since 1992. This company is an authorized reseller from Compaq, Cisco and Hewlett Packard. He received his bachelor of science in electrical engineering from San Jose State University. RAYMOND CROUSE - Mr. Crouse served as a Director of the Board and the Chairman of the Audit Committee from June 17, 2002 to December 31, 2004. He has served as a Director of Litigation & Recovery of De Lage Landen Financial Services since 2002. Mr. Crouse was the Vice President and National Portfolio Director for Finova Capital Corporation in 2001 and 2000. He was a founder and President of AMC Capital Services, Inc. from 1996 to 1999. AMC Capital Services provides financial and commercial lending services to various companies. All executive officers are appointed by and serve at the discretion of the Board for continuous terms. AUDIT COMMITTEE Mr. Raymond Crouse (Chair) and Mr. Hank C. Ta each served on the Company's Audit Committee during 2003 until their resignation on December 31, 2004. The board of directors has determined that Mr. Crouse qualifies as an audit committee financial expert as defined by applicable regulations of the SEC and that he is independent as defined by the applicable rules under the Nasdaq Listing standards. Mr. Raymond Crouse and Mr. Hank Ta resigned as of December 31, 2004. The Directors also serve as members of the Audit Committee and are seeking a financial expert to join the Audit Committee. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION We do not have a Compensation Committee, and the entire Board of Directors made executive officer compensation decisions. During 2004 both Mr. Theodore Li and Ms. Hui "Cynthia" Lee were executive officers and participated in the deliberations of our Board of Directors concerning executive officer compensation. SECTION 16(a) REPORTS OF BENEFICIAL OWNERSHIP Based solely on its review of copies of reports filed by reporting persons of the Company pursuant to Section 16(a) of the Exchange Act, or written representations from reporting persons that no Form 5 filing was required for such person, the Company believes that all filings required to be made by reporting persons of the Company were timely made in accordance with requirements of the Exchange Act. 32 CODE OF ETHICS The Company adopted a Code of Business Conduct that applies to all of our employees and has particular sections that apply to our principal executive officer and senior financial officers. We posted the text of our code of conduct on our website, www.pacificmagtron.com. In addition, we will promptly disclose on our website (1) the nature of any amendment to our code of conduct that applies to our principal executive officer and senior financial officers, and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to one of these specified officers, the name of such officer who is granted the waiver and the date of the waiver. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth all cash compensation paid by us to the chief executive officer and the most highly compensated executive officers and key employees (the "Named Executive Officers") whose total remuneration exceeded $100,000 for services rendered in all capacities to us during the last three completed fiscal years. Annual Compensation(1) Name and Year Salary Bonus Long-Term All Other Principal Position Compensation Compensation Securities Underlying Options(#) Theodore Li (2) 2004 $108,000 $ -- -- $ -- Chief Financial 2003 108,000 -- -- -- Officer and Director 2002 120,000 -- -- -- Hui "Cynthia" Lee(3) 2004 54,000 -- -- -- Secretary and Director 2003 55,625 -- -- -- 2002 120,000 33,333 -- -- (1) No executive officer named in the Compensation Table received personal benefits or perquisites in excess of the lesser of $50,000 or 10% of his or her aggregate salary and bonus. (2) A company's leased auto has been assigned to Mr. Li in 2004 and 2003. The Company paid a total of $12,028 in 2004 and $12,028 in 2003 for the auto lease. Mr. Li was not required to reimburse the Company for his personal use of the auto. (3) A company's leased auto has been assigned to Ms. Lee in 2004 and 2003. The Company paid a total of $11,908 in 2004 and $11,908 in 2003 for the auto lease. Ms. Lee was not required to reimburse the Company for his personal use of the auto. OPTION GRANTS IN LAST FISCAL YEAR There were no options to purchase shares of our common stock granted during 2004 to the Named Executive Officers. 33 AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE The following table shows the numbers of shares of common stock represented by outstanding stock options held by each of the Named Executive Officers at December 31, 2004. Number of Securities Underlying Unexercised Value of Unexercised Options at December 31, In-The-Money Options 2004 at December 31, 2004(1) ------------------------ -------------------------- Name Exercisable Unexercisable Exercisable Unexercisable ----------------- ----------- ------------- ----------- ------------- Theodore Li 250,000(2) -- $ -- -- Hui "Cynthia" Lee 250,000(2) -- $ -- -- (1) Options are in-the-money if the fair market value of the shares of common stock exceeds the exercise price. (2) These options were granted on May 4, 2001 and all of these options were immediately exercisable. Of the options granted, 103,092 are incentive stock options granted under the 1998 Incentive Stock Option Plan and have an exercise price per share of $0.97. The remaining 146,908 options are non-qualified options not granted under any plan. The exercise price per share is $0.88. DIRECTOR COMPENSATION Directors currently receive no cash compensation for their services in that capacity. Reasonable out-of-pocket expenses may be reimbursed to directors in connection with attendance at meetings. During 2002, Mr. Hank C. Ta was granted 10,000 options at a price of $1.05 per share and Mr. Raymond Crouse was granted 10,000 options at a price of $.76 per share. The options are exercisable in five years. Mr. Ta and Mr. Crouse are non-employee directors. There were no options granted to the directors in 2004 and 2003. COMPENSATION COMMITTEE INTERLOCKS We do not have a Compensation Committee. Instead the entire Board of Directors makes executive officer compensation decisions. Both Mr. Theodore Li and Ms. Hui "Cynthia" Lee are executive officers and participate in the deliberations of our Board of Directors concerning executive officer compensation. The Board of Directors has no formal compensation criteria it uses in determining the executive officers compensation. For 2003, the Board of Directors considered the Company's fiscal status and the Company's overhead reduction plan in setting compensation. EMPLOYMENT AGREEMENTS WITH MR. THEODORE S. LI AND HUI "CYNTHIA" LEE 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 agreed to purchase from the Stockholders, and the Stockholders agreed to sell 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 December 30, 2004, the Stockholders and ACT closed on the sale of the PMIC Shares (the "Closing"). In connection with the sale, Mr. Li and Ms. Lee entered into employments agreements with PMIC, ACT and ACT's wholly-owned subsidiary, Encompass Group Affiliates, Inc. 34 The Employment Agreements, dated December 30, 2004, with each of Mr. Li and Ms. Lee, respectively, provide for a cash signing bonus of $225,000 each to be paid within thirty days of the Closing and other bonus and earn-out provisions that may be paid in cash or in shares of common stock of ACT. Through the date of filing this Annual Report on 10-K, no part of the cash signing bonus has been paid. The Employment Agreements also provide for an annual salary of not less than $120,000 each. While any bonus paid in ACT's common stock will be in the discretion of the Compensation Committee of ACT's Board of Directors, the earn-out provisions are set forth in the Employment Agreements and are based on achievement of certain financial milestones by certain operating subsidiaries of the Company. Under the earn-out provisions in the Employment Agreements, Mr. Li and Ms. Lee may earn the right to receive up to 66,666,666 shares and 33,333,333 shares of ACT's common stock, 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 entered into at the Closing 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 earn-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. Unless terminated sooner, the initial term of Mr. Li's Employment Agreement expires on the third anniversary of the Closing, and the initial term of Ms. Lee's Employment Agreement expires on the second anniversary of the Closing. Either Employment Agreement may be terminated without cause by the Company at any time upon thirty days prior written notice. The Company may also terminate either Mr. Li or Ms. Lee for "cause." In addition, Mr. Li or Ms. Lee may terminate his or her employment agreement for "Good Reason" (as 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, shall receive, in addition to accrued, 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. 35 PERFORMANCE GRAPH The following graph compares the cumulative shareholder return on our common stock from January 1, 2000 through December 31, 2004, based on the market price of the common stock, with the cumulative total return of the NASDAQ market Index and a Peer Group Index comprised of the following companies engaged in the sale or distribution of microcomputer products: Bridge Technology, Inc., CDW Corp., En Pointe Technology Inc., Focus Enhancements, Genesis Technology Group Inc., Ingram Micro Inc., Insight Enterprises Inc., Insignia Systems Inc., Jack Henry & Assurantieconcern, Manchester Technologies Inc., McSi Inc., Merisel New, Nam Tai Electronics Inc., Nova Communications Limited, Safeguard Scientifics Inc., SED International Holdings Inc., Soyo Group Inc., Syscan Imaging Inc., Systemax Inc., Tech Data Corp., Transnet Corp., United Stationers Inc., Vartech Systems Inc., Wareforce One, Windsortech Inc., Zones Inc Commerce. COMPARISION OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG PACIFIC MAGTRON INTERNATIONAL CORP. THE NASDAQ STOCK MARKET (U.S) INDEX AND A PEER GROUP [TABLE OMITTED] 36 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information, as of February 23, 2005, with respect to the number of shares of our common stock beneficially owned by individual directors, by all directors and officers as a group, and by persons who we know own more than 5% of our common stock. We have no other class of voting stock outstanding. The address of Theodore S. Li and Hui "Cynthia" Lee is 1600 California Circle, Milpitas, California 95035. Betty Lin's address is P.O. Box 5267, Berkeley, California 94705. Advanced Communications Technologies, Inc.'s address is 420 Lexington Avenue, New York, NY 10170 and Stonestreet, L.P.'s address is 260 Town Centre Blvd., Suite 201, Markham, ON L3R 8H8, Canada.

~~DECEMBER~~Number ~~31,~~of Shares Number of Shares Owned Beneficially Owned(1) -------------------~~-------~~ ~~2001 2000~~ ----------- ----------- ~~ASSETS~~Percent ~~(Note~~Percent 5)Number ~~CURRENT~~Of ~~ASSETS:~~Number ~~Cash~~Of ~~and cash equivalents (Note 10) $ 3,110,000 $ 4,874,200 Restricted cash (Note 4) 250,000 -- Accounts receivable, net~~ of ~~allowance~~Common ~~for doubtful accounts~~ of ~~$400,000~~Common ~~and~~Shares ~~$175,000~~Stock ~~(Notes~~Shares 2Stock and 10) 4,590,100 5,629,200 Inventories (Note 5) 2,952,000 3,917,900 Prepaid expenses and other current assets (Note 11) 387,300 446,500 Income taxes receivable (Notes 6 and 17) 399,200 215,700 Notes receivable from shareholders (Note 2) -- ~~171,400 Deferred tax assets (Note 6) 813,000 80,300~~ --------~~---~~ -------~~----~~ ~~TOTAL CURRENT ASSETS 12,501,600 15,335,200 PROPERTY, PLANT AND EQUIPMENT, net (Notes 3 and 4) 4,761,500 4,752,300 INVESTMENT IN RISING EDGE (Note 13)~~ -- ~~468,000 INVESTMENT IN TARGETFIRST (Note 13)~~ -- ~~250,000 DEPOSITS AND OTHER ASSETS 60,200 55,600~~ -------~~----~~ -------~~----~~ ~~$17,323,300~~Name ~~$20,861,100~~of ~~===========~~Beneficial ~~=========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES~~Owners: ~~Current~~Theodore ~~portion~~S. ~~of notes payable~~ Li(~~Note 4~~2) $-- ~~55,900~~-- ~~$ 51~~250,~~400 Floor plan inventory loans (Note 5) 1,545,~~000 ~~1,329,500~~2% ~~Accounts~~Hui ~~payable~~"Cynthia" Lee(~~Note 2~~3) ~~4,786,600 5,788,600 Accrued expenses 379,200 541,300~~ --~~---------~~ --~~---------~~ ~~TOTAL CURRENT LIABILITIES 6~~250,~~766,700~~000 ~~7,710,800~~2% ~~NOTES~~Betty ~~PAYABLE, less current portion~~ Lin(~~Note~~ 4) 32,~~230~~149,~~300~~400 320% 2,~~286~~149,~~200~~400 ~~DEFERRED~~18% ~~TAX~~Advanced ~~LIABILITIES~~Communications ~~(Note 6) 34~~Technologies,~~200~~ Inc. 6,454,300 ~~-----------~~62% ~~----------- TOTAL LIABILITIES 10~~6,~~031~~454,~~200 11,003,~~300 ~~-----------~~54% ~~-----------~~Stonestreet, ~~COMMITMENTS AND CONTINGENCIES~~ L.P.(~~Notes~~ 5~~, 7, 8, 9 and 10~~) ~~MINORITY INTEREST~~ - ~~PMIGA 2,200~~ -- --~~---------~~ ~~----------- SHAREHOLDERS' EQUITY (Notes 1 and 11): Preferred stock~~800, ~~$0.001 par value; 5,~~000~~,000~~ ~~shares~~7% ~~authorized;~~All noofficers ~~shares issued~~ and ~~outstanding~~Directors --as --a ~~Common~~group ~~stock, $0.001 par value; 25,000,000 shares authorized; 10,485,100 and 10,100,000 shares issued and outstanding 10,500 10,100 Additional paid-in capital 1,745,500 1,463,100 Retained earnings~~ (5~~,533,900~~ ~~8,384,600~~persons) --~~---------~~ --~~---------~~ ~~TOTAL SHAREHOLDERS' EQUITY 7~~500,~~289,900~~000 ~~9,857,800 ----------- ----------- $17,323,300 $20,861,100 =========== ===========~~4%

---------- (1) Includes 550,000 shares issuable upon the exercise of options, 200,000 shares issuable upon the exercise of warrants and 800,000 shares issuable upon the conversion of Series A Preferred Stock. (2) Includes 250,000 shares Mr. Li has the right to acquire upon the exercise of options. (3) Includes 250,000 shares Ms. Lee has the right to acquire upon the exercise of options. (4) Ms. Lin is neither a director nor an officer of the Company. (5) Includes 800,000 shares of common stock would be obtained if the conversion rights of the 4% Series A Convertible Preferred Stock were exercised. CHANGE OF CONTROL On December 10, 2004, Theodore S. Li and Hui Cynthia Lee, the holders of a collective majority interest in 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 agreed to purchase from Mr. Li and Ms. Lee an aggregate of 6,454,300 shares of the common stock of the Company for the aggregate purchase price of $500,000. These shares represent 61.56% of the currently issued and outstanding common stock of the Company. The sale of the shares closed on December 30, 2004. See Item 13 - Certain Relationships and Related Transactions for more information about the terms of the Stock Purchase Agreement and the transactions contemplated therein. 37 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following provides tabular disclosure of the number of securities to be issued as of December 31, 2004 upon the exercise of outstanding options, the weighted average exercise price of outstanding options, and the number of securities remaining available for future issuance under equity compensation plans, aggregated into two categories-plans that have been approved by stockholders and plans that have not. Plan Category Number of Weighted-average Number of Securities to be Exercise Price of Securities Issued Upon Outstanding Options Remaining Available Exercise of and Warrants for Future Issuance Outstanding Options Under Equity and Warrants Compensation Plans (Excluding Securities Reflected in 1st Column) ------------------------------------------------------------------------------- Equity compensation plans approved by stockholders 550,000 $0.91 394,000 Equity compensation plans not approved by stockholders 200,000 $1.20 -- ----------------------------------------------------------- Total 750,000 $0.99 394,000 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During the first quarter of 2002, the Company made short-term salary advances to a shareholder/officer totaling $30,000, without interest. These advances were recorded as a salary paid to the shareholder/officer during the second quarter ended June 30, 2002. The Company sold computer products to a company owned by a member of the Board of Directors of the Company. During 2003 and 2002, the Company recognized $102,400 and $527,400, respectively, in sales revenues from this company. There were no sales to this customer for the year ended December 31, 2004 and there were no amounts due from this customer as of December 31, 2004 and 2003. On June 30, 2003, the Company sold substantially all of Lea's intangible assets and certain equipment to certain of the Lea's employees (Purchaser). The Company also entered into a Proprietary Software License and Support Agreement with the Purchaser requiring the Purchaser to provide certain electronic commerce support services to LiveWarehouse, Inc., a wholly-owned subsidiary of the Company, for a term of two years beginning July 1, 2003. The Company received $5,000 on the transaction closing date and the electronic commerce support services contract valued at $48,000 which is based on the number of service hours to be provided. The Company recorded a loss of $16,000 on the sale of the Lea assets. 38 On December 10, 2004, Theodore S. Li and Hui Cynthia Lee, the holders of a collective majority interest in the Company and both of whom are executive officers and directors of the Company (the "Stockholders"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Advanced Communications Technologies, Inc., a Florida corporation ("ACT"), pursuant to which ACT agreed to purchase from the Stockholders, and the Stockholders agreed to sell to ACT, an aggregate of 6,454,300 shares of the common stock of her Company (the "Company Shares") for the aggregate purchase price of $500,000. On December 30, 2004, the Stockholders and ACT closed on the sale of the Company Shares (the "Closing"). The Company Shares represent 61.56% of the currently issued and outstanding common stock of the Company. In accordance with the terms of the Stock Purchase Agreement, ACT issued at the Closing two convertible promissory notes (the "Notes") in the principal amounts of $166,889 and $333,111 to Mr. Li and Ms. Lee, respectively, as payment of the purchase price for the Company Shares. The Notes will mature on the first anniversary of the Closing and no principal or interest payments will be required prior to such date. The holders of the Notes, at their option, will be able to convert, at any time and from time to time, until payment in full of all amounts due and owing under the Notes, any unpaid principal amount of the Notes into shares of common stock of ACT at a conversion price per share of $0.01. If the Notes were converted based upon their original principal amounts, an aggregate of 50,000,000 shares of ACT's common stock would be issued to the Stockholders. The conversion ratio is subject to customary adjustments for any stock splits, reverse stock splits and other recapitalizations effected by ACT. ACT has informed PMIC that it intends to satisfy its payment obligations under the Notes with funds from its working capital. ACT's payment obligations under the Notes are secured by the Company Shares pursuant to a Custodial and Stock Pledge Agreement entered into at the Closing by ACT and the Stockholders (the "Pledge Agreement"). In addition, pursuant to the terms of the Stock Purchase Agreement, Mr. Li resigned his positions as President, Chief Executive Officer and Treasurer of the Company and all positions held by him as a director and/or officer of the Company's subsidiaries at the Closing. He remains Chief Financial Officer and was appointed Chief Operating Officer the Company pursuant to the terms of an Employment Agreement. The terms of Mr. Li's Employment Agreement dated December 30, 2004 are described more fully under the caption Employment Agreements with Mr. Theodore S. Li and Hui "Cynthia" Lee in Item 11 - Executive Compensation of this Report on Form 10-K. Mr. Li remains a member of the Board of Directors of the Company. Ms. Lee retains her current position of Senior Vice President pursuant to the terms of an Employment Agreement dated December 30, 2004, but resigned as a director of the Company and each position held by her with any subsidiary of the Company at the Closing. The terms of Ms. Lee's Employment Agreement are described more fully under the caption Employment Agreements with Mr. Theodore S. Li and Hui "Cynthia" Lee in Item 11 - Executive Compensation of this Report on Form 10-K. 39 In connection with the Closing, ACT and Encompass Group Affiliates, Inc., a wholly-owned subsidiary of ACT ("Encompass"), entered into an Indemnity Agreement with Mr. Li and Ms. Lee and their respective spouses pursuant to which ACT and Encompass agreed to indemnify Mr. Li, Ms. Lee and their respective spouses against certain liabilities that Mr. Li and Ms. Lee may incur in connection with personal guaranties they have given relating to PMI's inventory financing facility. Mr. Li and Ms. Lee also executed a release in connection with the transactions contemplated by the Stock Purchase Agreement. Additionally, in connection with the transaction, Jey Hsin Yao, Hank C. Ta and Raymond Crouse, the remaining members of the Board of Directors of the Company prior to the Closing, resigned as Directors of PMI and each other position any of them held with he Company or any of its subsidiaries at the Closing. At the Closing, Martin Nielson was appointed Chief Executive Officer of the Company and Chairman of the Board. Currently, Mr. Nielson is a party to an employment agreement with ACT, pursuant to which he agreed to serve as an officer or director of any subsidiary of ACT in 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. In addition, at the Closing, Anthony Lee was appointed Treasurer and Secretary of the Company, and John E. Donahue was appointed as a member of the Board. In connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, the Company had entered into an agreement (the "Series A Agreement") on December 10, 2004 with Stonestreet L.P. ("Stonestreet"), the holder of all of the Company's issued and outstanding Series A Redeemable Convertible Preferred Stock (the "Series A Preferred Stock"). The transactions contemplated by the Series A Agreement closed on December 31, 2004. In connection with the closing of the transaction contemplated by the Series A Agreement, the Company filed on December 31, 2004 an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company's Series A Preferred Stock, the terms of which are described more fully under the caption Results of Operations - Restructuring of Preferred Stock in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations. Additionally, as part of the Series A Agreement, Stonestreet forfeited a Stock Purchase Warrant, exercisable for 300,000 shares of he Company's common stock, that was issued to Stonestreet in connection with the original issuance of the Company's Series A Preferred Stock. 40 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT FEES The aggregate fees billed by our independent auditors, Weinberg & Company, P.A. for the audit of our consolidated financial statements for the year ended December 31, 2004 was $65,510. The aggregate fees billed by Weinberg & Company, P.A. for the review of our consolidated financial statements included in the Company's Form 10-Q for the quarters ended June 30, 2004 and September 30, 2004 was $13,000. Our prior auditor, KPMG LLP billed $15,000 for review of our Form 10-Q for the first quarter of 2004, $112,500 for the audit of our consolidated financial statements for the year ended December 31, 2003 and $36,000 for review of our Form 10-Qs for 2003. AUDIT-RELATED FEES There were no fees billed by Weinberg & Company, P.A. in fiscal 2004 for assurance and related services except for the fees of $4,422 relating to certain transactions related to the 2004 audit and the fees for services described under "AUDIT FEES" in above. KPMG billed $3,500 for audit related fees in 2004 and there were no fees billed in 2003 except for the fees and services described under "AUDIT FEES" in above. TAX FEES There were no tax fees billed in fiscal 2004 by Weinberg & Company, P.A., or in 2003 by KPMG LLP, for tax compliance, tax advice and tax planning services. ALL OTHER FEES There were no other fees billed in fiscal 2004 by Weinberg & Company, P.A., or in 2003 by KPMG LLP, for all other services. POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS The Audit Committee pre-approves all audit and non-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services. 41 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Financial Statements (a) (1) Report of independent registered public accounting firm of Weinberg & Company, P.A. and report of independent registered public accounting firm of KPMG, LLP. (2) Consolidated Financial Statements and Notes thereto of the Company including Consolidated Balance Sheets as of December 31, 2004 and 2003 and related Consolidated Statements of Operations, Shareholders' Equity, and Cash Flows for each of the years in the three year period ended December 31, 2004. (3) Supplemental Schedule II - Valuation and Qualifying Accounts (B) Exhibits: EXHIBIT NUMBER DESCRIPTION ------ ----------- 3.1 Articles of Incorporation, as Amended and Restated (filed as an exhibit to our Form 10-12G, File No. 000-25277). 3.2 Bylaws, as Amended and Restated (filed as an exhibit to our Form 10-12G, File No. 000-25277). 3.3 Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Redeemable Convertible Preferred Stock (filed as an exhibit to our Form 8-K on January 5, 2005). 10.1 1998 Stock Option Plan (filed as an exhibit to our Form 10-12G, File No. 000-25277). 10.2 Sony Electronics Inc. Value Added Reseller Agreement, dated May 1, 1996 (filed as an exhibit to our Form 10-12G, File No. 000-25277). 10.3 Logitech, Inc. Distribution and Installation Agreement, dated March 26, 1997 (filed as an exhibit to our Form 10-12G, File No. 000-25277). 10.4 Wells Fargo Term Note, dated February 4, 1997 (filed as an exhibit to our Form 10-12G, File No. 000-25277). 10.5 Credit Line for Inventory Financing with Textron Financial Corporation (filed as an exhibit to our Report on Form 10-Q for quarter ended June 30, 2003). 10.6 Agreement, dated as of December 11, 2004, between Pacific Magtron International Corp. and Stonestreet L.P. (filed as an exhibit to our Report on Form 8-K on December 16, 2004). 10.7 Employment Agreement, dated as of December 30, 2004, between Pacific International Corp. and Theodore S. Li (filed as an exhibit to our Report on Form 8-K on January 5, 2005). 42 10.8 Employment Agreement, dated as of December 30, 2004, between Pacific International Corp. and Hui Cynthia Lee (filed as an exhibit to our Report on Form 8-K on January 5, 2005). 21.1 Subsidiaries (filed herewith). 31.1 Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.2 Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 99.1 Stock Purchase Agreement, dated as of December 10, 2004, among Advanced Communications Technologies, Inc., Theodore S. Li and Hui Cynthia Lee (filed as an exhibit to our Report on Form 8-K on December 16, 2004). 43 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. PACIFIC MAGTRON INTERNATIONAL CORP., a Nevada corporation By /s/ Martin Nielson ----------------------------------------- Martin Nielson Chief Executive Officer Date: April 20, 2005 44 Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE --------- ----- ---- /s/ Martin Nielson Chief Executive Officer April 20, 2005 ------------------------- and Director Martin Nielson /s/ Theodore S. Li Chief Financial April 20, 2005 ------------------------- Officer and Director Theodore S. Li /s/ John E. Donahue Director April 20, 2005 ------------------------- John E. Donahue 45 PACIFIC MAGTRON INTERNATIONAL CORP. and Subsidiaries CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004, 2003 AND 2002 CONTENTS REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Shareholders' Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-8 SUPPLEMENTAL SCHEDULE Schedule II - Valuation and Qualifying Accounts F-27 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders Pacific Magtron International Corp. We have audited the accompanying consolidated balance sheet of Pacific Magtron International Corp. and subsidiaries as of December 31, 2004 and the related consolidated statements of operations, shareholders' equity and cash flows for the year then ended. In connection with our audit of the consolidated financial statements, we have also audited the related financial statement schedule. These consolidated financial statements and the financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pacific Magtron International Corp. and subsidiaries as of December 31, 2004, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion the related financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company incurred a loss of $1,172,700 and negative cash flows from operations of $1,896,900 for the year ended December 31, 2004 and had a working capital deficiency of $542,200 at December 31, 2004. In addition, the Company was in violation of certain of its debt covenants, which violations were waived. These matters raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Weinberg & Company, P.A. Boca Raton, Florida February 3, 2005, except as to Note 1 - Recent Developments, for which the date is April 19, 2005. F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders Pacific Magtron International Corp. We have audited the accompanying consolidated balance sheet of Pacific Magtron International Corp. and subsidiaries as of December 31, 2003 and the related consolidated statements of operations, shareholders' equity and cash flows for the years ended December 31, 2003 and 2002. In connection with our audits of the consolidated financial statements, we have also audited the related financial statement schedule. These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits. We conducted our audits in accordance with the Standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pacific Magtron International Corp. and subsidiaries as of December 31, 2003, and the results of their operations and their cash flows for the years ended December 31, 2003 and 2002 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion the related financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations. Further, during the year ended December 31, 2003, the Company triggered a redemption provision in its Series A Redeemable Convertible Preferred Stock agreement thereby creating a current liability. In addition, the Company was in violation of certain of its debt covenants, which violations were waived, and the Company's common stock has been delisted from the NASDAQ SmallCap Market. These matters raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. KPMG LLP Mountain View, California March 12, 2004 F-3 PACIFIC MAGTRON INTERNATIONAL CORP. and Subsidiaries CONSOLIDATED BALANCE SHEETS

~~YEARS~~December ~~ENDED DECEMBER~~ 31, ----------------------------~~-------------------~~ ~~2001~~2004 ~~2000~~2003 ~~1999~~ ------------- ------------- ~~-------------~~ASSETS ~~SALES~~Current ~~(Notes~~Assets: 2Cash and ~~10):~~cash ~~Products~~equivalents $ 74543,~~853,100~~800 $ 881,~~597~~491,~~300~~700 $Restricted ~~104~~cash 255,~~696~~000 395,~~900~~000 ~~Services~~Accounts ~~158~~receivable,~~600~~ ~~275,400~~net ~~241,800~~of ~~-------------~~allowance ~~-------------~~for ~~-------------~~doubtful ~~TOTAL~~accounts ~~SALES~~of 75$314,~~011~~100 and $281,~~700~~800 88in 2004 and 2003 3,~~872~~801,~~700~~600 ~~104~~4,~~938~~350,~~700~~900 ~~-------------~~Other ~~-------------~~receivables --~~-----------~~ ~~COST~~673,300 OFInventories ~~SALES (Note 8): Products 69~~2,~~660~~760,~~600~~400 812,~~691~~853,100 96Prepaid expenses and other current assets 154,~~407~~500 280,~~300~~800 ~~Services~~Assets ~~49,000~~of ~~129~~discontinued operations 16,~~600~~200 47233,500 ------------- ------------- ~~-------------~~Total ~~TOTAL~~Current ~~COST~~Assets ~~OF SALES 69~~7,~~709~~531,~~600~~500 8110,~~820~~278,~~700~~300 ~~96,454,800~~Property ~~-------------~~and ~~-------------~~equipment, ~~-------------~~net ~~GROSS MARGIN 5~~3,~~302~~934,100 74,~~052~~157,400 Restricted cash 250,000 8250,~~483~~000 Deposits and other assets 25,~~900~~100 ~~-------------~~86,700 ------------- ------------- ~~SELLING~~$ 11,740,700 ~~GENERAL~~$ ~~AND~~14,772,400 ~~ADMINISTRATIVE~~============ ~~EXPENSES:~~============ ~~Non-cash~~LIABILITIES ~~amortization~~AND ofSHAREHOLDERS' ~~pre-paid~~EQUITY ~~consulting~~Current ~~fee~~Liabilities: ~~(Note~~Accounts ~~11)~~payable --$ ~~-- 557~~5,~~900~~608,700 ~~Other~~$ ~~selling~~7,140,900 ~~general~~Floor ~~and~~plan ~~administrative~~inventory ~~expenses~~loans 82,~~345~~243,100 61,~~941~~369,~~800~~200 6Accrued expenses 147,~~243~~700 228,~~900~~500 ~~Impairment~~Current ~~loss~~portion onof ~~investments~~notes ~~(Note~~payable ~~13)~~71,900 ~~718~~66,~~000~~100 --Contingent --settlement ~~-------------~~of ~~-------------~~Common ~~-------------~~Stock ~~TOTAL~~Warrants ~~SELLING~~2,300 ~~GENERAL~~55,700 ~~AND~~Series ~~ADMINISTRATIVE~~A ~~EXPENSES~~Mandatorily ~~9,063,100~~Redeemable ~~6,941,800~~Convertible ~~6,801,800~~Preferred ~~RESEARCH~~Stock ~~AND~~-- ~~DEVELOPMENT 68~~958,~~500~~600 ~~100,000~~Liabilities --of discontinued operations --~~-----------~~ 275,900 ------------- ------------- ~~TOTAL~~Total ~~OPERATING~~Current ~~EXPENSES~~Liabilities 98,~~131~~073,~~600~~700 710,~~041~~094,~~800~~900 6Notes Payable,~~801,800~~ ~~-------------~~less ~~-------------~~current ~~-------------~~portion ~~(LOSS) INCOME FROM OPERATIONS (~~3,~~829~~031,500) 103,~~200 1~~103,~~682,100~~400 ~~-------------~~Commitments ~~-------------~~and ~~-------------~~Contingencies ~~OTHER~~Shareholders' ~~(EXPENSE) INCOME~~Equity: ~~Interest~~Preferred ~~income 125~~Stock,~~100~~ ~~227,300~~$0.001 ~~183,700~~par ~~Litigation~~value; ~~settlement (Note 16) -- 300~~5,000 ~~-- Interest expense (255~~,~~800) (296,~~000) ~~(269,800)~~shares ~~Equity~~authorized; in4% ~~loss~~Series onA ~~investment~~Convertible ~~(Note~~Preferred ~~13)~~Stock; --600 ~~(32,000)~~shares ~~(222~~designated,~~400)~~ ~~Interest~~issued ~~income~~and onoutstanding ~~shareholder notes~~ (~~Note~~liquidation 2)value --of ~~-- 11~~$400,~~200 Other expense (1,600~~000) ~~(33~~234,~~400)~~100 -- ~~-------------~~Common ~~-------------~~stock, ~~-------------~~$0.001 ~~TOTAL~~par ~~OTHER~~value; ~~(EXPENSE)~~25,000,000 ~~INCOME~~shares ~~(132,300)~~authorized; ~~165~~10,~~900 (297~~485,~~300)~~062 ~~-------------~~shares ~~-------------~~issued ~~-------------~~and ~~(LOSS)~~outstanding ~~INCOME~~10,500 ~~BEFORE~~10,500 ~~INCOME~~Additional ~~TAXES~~paid-in ~~AND~~capital ~~MINORITY INTEREST (3~~2,~~961~~036,~~800)~~400 ~~176~~2,~~100 1~~036,~~384,800~~400 ~~INCOME~~Accumulated ~~TAX~~deficit ~~BENEFIT~~ (~~EXPENSE) (Notes 6 and 17)~~ 1,~~078~~645,~~200 (104,600~~500) (~~557~~472,~~500~~800) ------------- ------------- ~~-------------~~Total ~~(LOSS)~~Shareholders' ~~INCOME~~Equity ~~BEFORE MINORITY INTEREST (2~~635,~~883,600) 71,~~500 ~~827~~1,~~300 MINORITY INTEREST IN FNC AND PMI-GA LOSS (Note 13) 32~~574,~~900~~100 ~~50,300~~ -- ----------~~---~~ ------------- ~~------------- NET (LOSS) INCOME~~ $ (211,~~850~~740,700) $ ~~121~~14,~~800 $ 827~~772,~~300~~400 ============= ============= ============= Basic and diluted (loss) earnings per share $ (0.28) $ 0.01 $ 0.08 ============= ============= ============= Basic weighted average common shares outstanding 10,280,100 10,100,000 10,100,000 Stock options -- 54,700 108,700 ------------- ------------- ------------- Diluted weighted average common shares outstanding 10,280,100 10,154,700 10,208,700 ============= ============= =============

See accompanying notes to consolidated financial statements. F-4 PACIFIC MAGTRON INTERNATIONAL CORP. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS

~~Common~~YEARS ~~Stock~~ENDED ~~Additional~~DECEMBER 31, -------------------------------------------- ~~Paid~~2004 2003 2002 -in----------- ~~Retained~~------------ ~~(Notes~~------------ 1Sales ~~and~~$ ~~11)~~71,473,500 ~~Shares~~$ ~~Amount~~74,985,300 ~~Capital~~$ ~~Earnings~~67,969,900 ~~Total~~Cost of sales 67,793,200 70,555,900 63,919,600 ------------ ------------ ------------ Gross profit 3,680,300 4,429,400 4,050,300 Selling, general and administrative expenses 5,027,500 5,939,900 6,303,000 Write-off of other receivable 487,200 -- -- ------------ ------------ ~~Balances,~~------------ ~~December~~Loss ~~31,~~from ~~1998~~operations 10before other income (expense),~~100,000~~ $income 10tax benefit,~~100~~ $and minority interest (1,~~299~~834,~~100~~400) ~~$ 7~~(1,~~435~~510,500) ~~$ 8~~(2,~~744~~252,700) ~~Final~~------------ ~~valuation~~------------ of------------ ~~common~~Other ~~stock~~income ~~issued~~(expense): ~~for~~Interest ~~consulting~~income ~~services~~2,000 --3,200 14,100 Interest expense (166,200) (170,500) (166,100) Litigation settlement -- ~~164~~(95,000) -- ~~164~~Change in fair value of warrants issued 46,~~000~~400 ~~Net~~105,800 ~~income~~235,700 --Other --expense, --net ~~827~~(33,300) ~~827~~(27,~~300~~500) (44,500) ------------ ------------ ------------ Total other income (expense) (151,100) (184,000) 39,200 ------------ ------------ ~~Balances,~~------------ ~~December~~Loss ~~31,~~from ~~1999~~operations ~~10,100,000~~before ~~10,100~~income tax benefit and minority interest (1,~~463~~985,~~100~~500) 8(1,~~262~~694,~~800~~500) 9(2,~~736~~213,~~000~~500) ~~Net~~ Income --tax benefit -- -- ~~121~~(736,~~800~~300) ~~121,800~~------------ ------------ ------------ Loss from operations before minority interest (1,985,500) (1,694,500) (1,477,200) Minority interest -- -- 2,200 ------------ ------------ ------------ ~~Balances,~~Loss ~~December~~from ~~31,~~operations ~~2000 10~~(1,~~100~~985,~~000~~500) 10(1,~~100~~694,500) (1,~~463~~475,~~100~~000) 8------------ ------------ ------------ Discontinued operations: Gain (loss) from discontinued operations of: Frontline Network Consulting,~~384,600~~ 9Inc.,~~857,800~~ ~~Issuance~~net of ~~Common~~tax ~~Stock~~benefit in ~~exchange~~2002 ~~for~~93,300 ~~advertising services 333~~(297,~~400~~900) (835,300) ~~199~~Lea Publishing Inc.,~~700~~ net of tax benefit in 2002 -- ~~200~~(106,~~000~~300) ~~Purchase~~(525,600) ofLoss ~~assets~~from indisposal ~~exchange~~of: ~~for~~Frontline ~~stock~~Network 16Consulting,~~100~~ Inc -- 20(13,~~000~~700) -- ~~20,000~~Lea ~~Exercise~~Publishing ofInc. ~~stock~~-- ~~options 56~~(16,000) ~~100~~-- ~~55,200~~------------ ------------ ~~55,300~~------------ ~~Tax~~Gain ~~benefit~~(loss) offrom ~~stock~~discontinued ~~options~~operations ~~Exercised~~93,300 (433,900) (1,360,900) ------------ ------------ 22------------ Gain on restructuring of Series A Mandatorily Redeemable Convertible Preferred Stock 758,~~100~~600 -- ~~22,100~~-- ~~Repurchase~~Accretion of discount and ~~retirement~~deemed dividend related to beneficial conversion of ~~Treasury~~Series A Mandatorily Redeemable Convertible Preferred Stock (2026,~~400~~100) -- (1424,~~600~~900) -- (14274,~~600~~200) ~~Net~~Accretion ~~Loss~~of --redemption --value --of Series A Mandatorily Redeemable Convertible Preferred Stock (213,~~850,700~~000) (2743,~~850,700~~300) -- ------------ ------------ ------------ Net loss applicable to common shareholders $ (1,172,700) $ (2,896,600) $ (3,110,100) ============ ============ ============ Basic and diluted loss per share: Loss from operations $ (0.12) $ (0.24) $ (0.17) Gain (loss) from discontinued operations applicable to common shareholders 0.01 (0.04) (0.13) ------------ ------------ ~~Balances,~~------------ ~~December~~Net ~~31,~~loss ~~2001~~applicable ~~10,485,100~~to $common ~~10,500~~shareholders $ ~~1,745,500~~(0.11) $ ~~5,533,900~~(0.28) $ ~~7,289,900~~(0.30) ============ ============ ============ Shares used in basic and diluted per share calculation 10,485,062 10,485,062 10,485,062 ============ ============ ============

See accompanying notes to consolidated financial statements. F-5 PACIFIC MAGTRON INTERNATIONAL CORP. and Subsidiaries CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

~~YEARS~~Shareholders' ~~ENDED~~Equity ~~DECEMBER 31,~~ ----------------------------------------- ~~2001 2000 1999~~ ----------- ----------- --------------------------------- ~~CASH~~Retained ~~FLOWS~~Preferred ~~FROM~~Stock ~~OPERATING~~Common ~~ACTIVITIES:~~Stock ~~Net~~Additional ~~(loss)income~~Earnings ~~$(2,850,700)~~------------------------- $------------------------ ~~121,800~~Paid-in ~~$ 827,300 Adjustments to reconcile net~~ (~~loss)~~Accumulated ~~income~~Shares toAmount ~~net~~Shares ~~cash~~Amount ~~(used~~Capital inDeficit) ~~provided~~Total by----------- ~~operating~~----------- ~~activities:~~----------- ~~Impairment~~----------- ~~loss~~----------- ~~on investments 718,000~~ ----------- ----------- ~~Depreciation~~Balance ~~and~~at ~~amortization~~December ~~279~~31,~~000~~ ~~215,100~~2001 ~~187,400~~-- ~~Loss~~$ ~~on disposal of property and equipment (1,400)~~ -- (210,~~200)~~485,062 ~~Provision~~$ ~~for doubtful accounts 450~~10,500 ~~182,200~~$ ~~457~~1,745,500 ~~Equity~~$ in5,533,900 ~~loss~~$ ~~on investments -- 32~~7,~~000 222~~289,~~400~~900 ~~Deferred~~Deemed ~~income~~dividend ~~taxes~~associated ~~(682,700)~~with ~~21,600~~beneficial ~~34,200~~conversion ~~Amortization~~feature of ~~prepaid~~convertible ~~consulting~~preferred ~~fee~~stock -- -- ~~557,900~~-- ~~Minority~~-- ~~interest~~260,000 ~~losses~~ (32260,~~900~~000) -- --Vesting ~~Changes~~portion inof ~~operating assets and liabilities~~300,000 ~~net~~common ofstock ~~assets~~warrants ~~acquired~~issued ~~and~~as ~~liabilities~~payment ~~assumed:~~of ~~Accounts~~consulting ~~receivable~~services ~~588,600~~-- ~~797,200~~-- ~~(744,300)~~-- ~~Inventories~~-- ~~965~~2,~~900~~400 ~~(106,700)~~-- 2,~~579,100~~400 ~~Prepaid~~Preferred ~~expenses~~stock ~~and~~accretion ~~other~~-- ~~current~~-- ~~assets~~-- ~~259,200~~-- -- (~~347~~14,~~400~~200) (2114,~~800~~200) ~~Income~~Loss ~~taxes~~from ~~receivable~~operations ~~(183,500)~~-- -- -- ~~Accounts~~-- ~~payable~~-- (1,~~002~~475,000) (231,475,000) ~~(648,700)~~Loss ~~Accrued~~from ~~expenses~~discontinued Operations -- -- -- -- -- (~~142~~1,~~000~~360,900) ~~268~~(1,~~700 134~~360,~~000~~900) ----------- ----------- ----------- ~~NET~~----------- ~~CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (1,634,000) 1,161,500 3,582,800~~ ----------- ----------- ----------- ~~CASH~~Balance ~~FLOWS~~at ~~FROM~~December ~~INVESTING~~31, ~~ACTIVITIES:~~2002 ~~Cash~~-- ~~received~~-- on10,485,062 ~~disposal~~10,500 of2,007,900 ~~property~~2,423,800 ~~and~~4,442,200 ~~equipment~~Vesting --portion --of 2300,~~800~~000 ~~Notes~~common ~~receivable~~stock ~~from~~warrants ~~shareholders~~issued ~~171,400~~as ~~52,200~~payment ~~44,500~~of ~~Investment~~consulting inservices ~~Lea~~-- ~~Publishing~~-- -- -- ~~(222~~28,~~400)~~500 ~~Investments~~-- in28,500 ~~Rising~~Preferred ~~Edge~~stock ~~and~~accretion ~~TargetFirst~~-- -- ~~(750,000)~~-- -- ~~Deposits~~-- ~~and other assets~~ (4768,~~600~~200) ~~536,400~~ (~~547~~768,~~100~~200) ~~Payment~~Loss ~~for~~from ~~business~~operations ~~acquisitions~~-- ~~and~~-- ~~related~~-- ~~costs~~-- -- (~~170~~1,~~700~~694,500) (1,694,500) Loss from discontinued Operations -- -- ~~Acquisition~~-- of-- ~~property~~-- ~~and equipment~~ (96433,~~100~~900) (~~341~~433,~~500) (775,~~900) ----------- ----------- ----------- ~~NET~~----------- ~~CASH USED IN INVESTING ACTIVITIES (100,000) (502,900) (1,498,100)~~ ----------- ----------- ----------- ~~CASH~~Balance ~~FLOWS~~at ~~FROM~~December ~~FINANCING~~31, ~~ACTIVITIES:~~2003 ~~Net~~-- ~~increase~~-- ~~(decrease)~~10,485,062 ~~in floor plan inventory loans 215~~10,500 ~~(153~~2,036,400) (~~822~~472,~~100~~800) ~~Principal~~1,574,100 ~~payments~~Preferred onstock ~~notes~~accretion ~~payable~~-- ~~(51,400)~~-- ~~(47,300)~~-- -- -- (4339,~~400~~100) ~~Restricted cash~~ (~~250~~39,~~000~~100) --Restructuring --of ~~Issuance~~Series ofA ~~Common~~Preferred Stock ~~under~~600 ~~stock option plan 55~~234,~~300~~100 -- -- ~~Repurchase~~-- of758,600 ~~common~~992,700 ~~stock~~Loss ~~(14,600)~~from operations -- -- ~~Proceeds~~-- ~~from~~-- ~~sale~~-- of(1,985,500) ~~PMIGA~~(1,985,500) ~~stock~~Income tofrom ~~minority~~discontinued ~~shareholder~~Operations ~~15,000~~ -- -- -- --~~-------~~ --~~---------~~ 93,300 93,300 ----------- ~~NET CASH USED IN FINANCING ACTIVITIES (30,200) (200,700) (865,500)~~ ----------- ----------- ----------- ~~NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,764,200) 457,900 1,219,200 CASH AND CASH EQUIVALENTS, beginning of year 4,874,200 4,416,300 3,197,100~~ ----------- ----------- ----------- ~~CASH~~Balance ~~AND~~at ~~CASH~~December ~~EQUIVALENTS~~31, ~~end~~2004 of600 ~~year~~ $ 3234,~~110~~100 10,~~000~~485,062 $ 410,~~874,200~~500 $ 42,~~416~~036,~~300~~400 $(1,645,500) $ 635,500 =========== =========== =========== =========== =========== =========== ===========

See accompanying notes to consolidated financial statements. F-6 PACIFIC MAGTRON INTERNATIONAL CORP. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Weighted~~YEARS ~~Weighted~~ENDED ~~Weighted~~DECEMBER ~~Average~~31, ~~Shares~~----------------------------------------- ~~Average~~2004 ~~Average~~2003 ~~Remaining~~2002 ~~Available~~----------- ~~Options~~----------- ~~Exercise~~----------- ~~Fair~~CASH ~~Contractual~~FLOWS ~~for~~FROM ~~Grant~~OPERATING ~~Outstanding~~ACTIVITIES: ~~Price~~Net ~~Value~~loss ~~Life~~$(1,172,700) $(2,896,600) $(3,110,100) Less: Income (loss) from discontinued operations 93,300 (433,900) (1,360,900) Gain on restructuring of Series A Mandatorily Redeemable Convertible Preferred Stock 758,600 -- -- Accretion of discount and deferred dividend related to Series A Mandatorily Redeemable Convertible Preferred Stock (26,100) (24,900) (274,200) Accretion of redemption value of Series A Mandatorily Redeemable Convertible Preferred Stock (13,000) (743,300) -- --- -------- --- -------- -------- --- Loss from operations (1,985,500) (1,694,500) (1,475,000) Adjustments to reconcile loss from operations to net cash used in operating activities: Depreciation and amortization 356,900 315,700 244,100 Gain on disposal of property and equipment (100) -- (8,100) Provision (benefit) for doubtful accounts 51,500 (45,400) (140,000) Deferred income taxes -- -- ~~BALANCES~~778,800 ~~DECEMBER~~Write-off ~~31,~~of ~~1998~~other ~~823~~receivable 487,200 ~~176~~-- -- Changes in fair value of warrants (46,400) (105,800) $(235,700) ~~3.33~~Minority $interest ~~2.85~~in ~~4.7~~losses ~~Years~~of ~~Options~~subsidiary ~~granted~~-- -- (402,~~000~~200) 40Changes in operating assets and liabilities: Accounts receivable 497,~~000~~800 ~~5.00~~266,300 ~~2.27~~(423,700) Other receivables 186,100 (673,300) -- ~~Options~~Inventories ~~forfeited~~92,700 19485,500 (19563,~~500~~400) ~~3.33~~Prepaid expenses and other current assets 41,200 (1,900) 122,700 Income tax refunds receivable -- 1,472,800 (1,073,600) Accounts payable (1,532,200) (360,100) 2~~.85~~,886,200 Accrued expenses (80,800) 17,100 (51,500) ----------- ----------- ----------- NET CASH (USED IN) PROVIDED BY OPERATIONS (1,931,600) (323,600) 58,600 NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATIONS 34,700 (146,800) (956,600) ----------- ----------- ----------- ~~BALANCES,~~NET ~~DECEMBER~~CASH ~~31,~~USED ~~1999~~IN ~~802~~OPERATING ACTIVITIES (1,~~700~~896,900) ~~197~~(470,~~300~~400) ~~3.67~~(898,000) ~~2.73~~----------- ~~3.9~~----------- ~~Years~~----------- ~~Options~~CASH ~~granted~~FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment -- -- (~~136~~63,000) ~~136,000~~Proceeds ~~1.50~~from sale of property and equipment 1~~.15~~,300 5,100 36,400 Deposits and other assets -- ~~Options~~-- ~~forfeited~~24,300 40----------- ----------- ----------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF OPERATIONS 1,~~000~~300 5,100 (402,~~000~~300) ~~2.78~~NET ~~2.34~~CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS -- 44,100 (86,800) ----------- ----------- ----------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 1,300 49,200 (89,100) ----------- ----------- ~~BALANCES,~~----------- ~~DECEMBER~~CASH ~~31,~~FLOWS ~~2000~~FROM ~~706~~FINANCING ACTIVITIES: Net increase (decrease) in floor plan inventory loans 873,~~700~~900 ~~293~~467,~~300~~600 ~~2.78~~(520,500) ~~2.05~~Principal ~~3.6~~payments ~~Years~~on ~~Options~~notes ~~granted~~payable (~~660~~66,~~000~~100) ~~660~~(60,800) (55,900) Restricted cash 139,900 (395,000) ~~0.94~~-- ~~0.80~~Net proceeds from issuance of mandatorily redeemable convertible preferred stock and warrants -- ~~Options~~-- ~~forfeited~~477,500 ~~102~~----------- ----------- ----------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES OF OPERATIONS 947,700 11,800 (~~102~~98,~~700~~900) ~~2.65~~NET ~~2.22~~CASH --USED ~~Options~~IN ~~exercised~~FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS -- -- (56122,~~000~~900) ~~0.99 0.87~~ ----------- ----------- ----------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 947,700 11,800 (221,800) ----------- ----------- ----------- ~~BALANCES~~NET DECREASE IN CASH AND CASH EQUIVALENTS (947,900) ~~DECEMBER~~(409,400) 31(1,208,900) ~~2001~~CASH ~~149~~AND CASH EQUIVALENTS: Beginning of year 1,~~400~~491,700 ~~794~~1,~~600~~901,100 3,110,000 ----------- ----------- ----------- End of year $ ~~1.40~~543,800 $ 1~~.08~~,491,700 ~~3.8~~$ ~~Years~~1,901,100 ========= == ====== =====~~===~~ ======== ===~~======~~

See accompanying notes to consolidated financial statements. F-7 PACIFIC MAGTRON INTERNATIONAL CORP. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES THE COMPANY The consolidated financial statements of Pacific Magtron International Corp. (the "Company" or "PMIC") include its subsidiaries, Pacific Magtron, Inc. (PMI), Pacific Magtron (GA) Inc. (PMIGA) and LiveWarehouse, Inc. (LW).PMI and PMIGA's principal activity consists of the importation and wholesale distribution of electronics products, computer components, and computer peripheral equipment throughout the United States. LW distributes certain computer and electronics products and sells consumer computer products on the internet. In August 2000, PMI formed PMIGA, a Georgia corporation whose principal activity is the wholesale distribution of PMI's products in the eastern United States market. PMIGA is 100% owned by PMI. In December 2001, the Company incorporated LW, a wholly-owned subsidiary of the Company, to provide consumers a convenient way to purchase computer products on the internet. As part of the overall strategy on re-focusing on our core business in wholesale distribution, the resources allocated to LW business segment were reduced beginning the third quarter 2004. In December 2004, certain stockholders (the "Stockholders") holding a collective majority interest in the Company entered into a Stock Purchase Agreement with Advanced Communications Technologies, Inc., a Florida corporation ("ACT"), pursuant to which ACT agreed to purchase from the Stockholders, and the Stockholders agreed to sell 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 December 30, 2004, the Stockholders and ACT closed on the sale of the PMIC Shares (the "Closing"). The PMIC Shares represent 61.56% of the currently issued and outstanding common stock of the Company (see Note 9). Effective as of the Closing, the financial results of the Company will be consolidated with those of ACT and its other consolidated subsidiaries in ACT's financial statements that will be included in ACT's future SEC filings. BASIS OF ACCOUNTING Going Concern The Company incurred a net loss applicable to common shareholders of $1,172,700, $2,896,600, and $3,110,100 and a negative cash flow from operations of $1,896,900, $470,400 and $898,000 for the years ended December 31, 2004, 2003, and 2002, respectively, and had a working capital deficiency of $542,200 at December 31, 2004. During 2004, the Company was in violation of certain of its debt covenants which violations were subsequently waived. However, the waiver obtained from Textron Financial Corporation expired on March 31, 2005. It is uncertain that the Company will be able to meet all the covenants in the future. If this was to occur in the future and waivers for the violations could not be obtained, the Company's inventory flooring line might be terminated and loan payments on its inventory flooring line and mortgage loan might be accelerated. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon it achieving profitability and generating sufficient cash flows to meet its obligations as they come due. Management believes that its plan to diversify into other higher profit margin products and to continue controlling its overhead will enable it to achieve profitability. Management is also pursuing additional capital and debt financing. However, there is no assurance that these efforts will be successful. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Developments The Company relies on credit terms from its suppliers to fund inventory purchases. Vendors have progressively imposed more restrictive credit terms, such that, beginning in March 2005, the Company has been unable to find purchases. As of April 15, 2005, the Company's business is limited to selling existing inventory with no ability to obtain credit to replenish or purchase other items our customers may need. As of April 15, 2005, inventories were approximately $170,000, compared to $2,760,000 at December 31, 2004. The Company doesn't have the ability to draw on lines of credit to fund the shortfall caused by the elimination of terms by vendors. The Company's staff has decreased to 28 employees on April 15, 2005 from 58 employees on December 31, 2004. Because of the reduced sales caused by the lack of new inventory, the Company has not been able to pay its obligations on a timely basis. The Company has been sued by one supplier for approximately $680,000 in unpaid invoices and by another for approximately $80,000. Other creditors have threatened suit. Unless the Company obtains credit or finds another method of operating, the Company will be forced to cease operations. F-8 USE OF ESTIMATES IN THE PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from such estimates. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of PMIC and its wholly-owned subsidiaries, PMI, PMIGA and LW. Inter-company accounts and transactions have been eliminated in consolidation. During the second quarter 2003, the Company sold substantially all the intangible assets of FNC and all of the intangible assets and certain tangible assets of Lea. In addition, during the third quarter 2003, PMICC was dissolved. The activities of FNC, Lea and PMICC have been reclassified for reporting purposes as discontinued operations for all periods presented in the accompanying statements of operations and cash flows. RECLASSIFICATIONS Certain 2003 and 2002 financial statement amounts have been reclassified to conform to the 2004 financial statement presentation. CASH EQUIVALENTS The Company considers highly liquid investments with original maturities of one year or less to be cash equivalents. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company grants credit to its customers after undertaking an investigation of credit risk for all significant amounts. An allowance for doubtful accounts is provided for estimated credit losses at a level deemed appropriate to adequately provide for known and inherent risks related to such amounts. The allowance is based on reviews of loss, adjustment history, current economic conditions, credit insurance levels, and other factors that deserve recognition in estimating potential losses. Generally our allowance for doubtful accounts includes receivables past due over 90 days, returned checks and an estimated percentage of the receivables currently due. While management uses the best information available in making its determination, the ultimate recovery of recorded accounts receivable is also dependent upon future economic and other conditions that may be beyond management's control. INVENTORIES Inventories, consisting primarily of finished goods, are stated at the lower of cost (weighted average cost method) or market. PROPERTY AND EQUIPMENT AND OTHER LONG-LIVED ASSETS Property and equipment are stated at cost. Det 0 0 preciation is provided using the straight-line method over the estimated useful lives of the assets, as follows: Building and improvements 39 years Furniture and fixtures 5 to 7 years Computers and equipment 3 to 5 years Automobiles 5 years Software 3 years F-9 The Company periodically reviews its long-lived assets for impairment. When events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the Company adjusts the asset to its estimated fair value. The fair value of an asset is determined by the Company as the amount at which that asset could be bought or sold in a current transaction between willing parties or the present value of the estimated future cash flows from the asset. The asset value recoverability test is performed by the Company on an on-going basis. REVENUE RECOGNITION The Company recognizes sales of computer and related products upon delivery of goods to the customer (generally upon shipment) and the customer takes ownership and assumes risk of loss, provided no significant obligations remain and collectibility is probable. A provision for estimated product returns is established at the time of sale based upon historical return rates, which have typically been insignificant, adjusted for current economic conditions. The Company generally does not provide volume discounts or rebates to its resale customers. WARRANTY REPAIRS The Company is principally a distributor of numerous electronics products, for which the original equipment manufacturer is responsible and liable for product repairs and service. Amounts claimed in excess of manufacturers' warranties are estimated and charged to expense based on historical amounts and the mixed of products recently sold. The Company has experienced an insignificant amount of claims in excess of the manufacturers' warranties. INCOME TAXES Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Future tax benefits are subject to a valuation allowance when management believes it is more likely than not that the deferred tax assets will not be realized. IMPAIRMENT OF LONG-LIVED ASSETS In accordance with FASB Statement No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, the Company periodically reviews its long-lived assets for impairment. When events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company adjusts the asset group to its estimated fair value. The fair value of an asset group is determined by the Company as the amount at which that asset group could be bought or sold in a current transaction between willing parties or the present value of the estimated future cash flows from the asset. The asset value recoverability test is performed by the Company on an on-going basis. As of December 31, 2004, all long-lived assets were estimated to be recoverable. FAIR VALUES OF FINANCIAL INSTRUMENTS The fair value of long-term debt and floor plan inventory loans is estimated based on current interest rates available to the Company for debt instruments with similar terms and remaining maturities. At December 31, 2004 and 2003, the fair value of long-term debt, which consisted of a bank loan and an SBA loan relating to the Company's facility in Milpitas, California, was approximately $3,205,100 and $3,316,000, respectively. The bank loan had an outstanding balance of $2,331,700 and $2,360,900 as of December 31, 2004 and 2003, respectively. The carrying value of the bank loan, which contains an adjustable interest rate provision based on the market interest rate, approximates its fair value. The SBA loan had an outstanding amount of $771,700 and $808,600 at December 31, 2004 and 2003, respectively. The estimated fair value of the SBA loan was $873,400 and $955,100 as of December 31, 2004 and 2003, respectively. The fair value of the SBA loan was estimated based on the present value of the future payments discounted by the market interest rate for similar loans at December 31, 2004 and 2003. The fair values of cash and cash equivalents, accounts receivable, other receivable, accounts payable floor plan inventory loans and accrued liabilities approximates their carrying values because of the short maturity of these instruments. F-10 LOSS PER SHARE Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities, using the treasury stock method that could share in the earnings of an entity. During the year ended December 31, 2004, options and warrants to purchase 750,000 shares of the Company's common stock and 800,000 shares of common stock issuable upon conversion of Series A Preferred Stock were excluded from the calculation of diluted loss per share as their effect would be anti-dilutive. During the year ended December 31, 2003, options and warrants to purchase 1,094,000 shares of the Company's common stock and 852,200 shares of common stock issuable upon conversion of Series A Preferred Stock were excluded from the calculation of diluted loss per share as their effect would be anti-dilutive. During the year ended December 31, 2002, options and warrants to purchase 1,302,800 shares of the Company's common stock and 818,900 shares of common stock issuable upon conversion of Series A Preferred Stock were excluded from the calculation of diluted loss per share as their effect would be anti-dilutive. STOCK OPTION PLAN The Company applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. FASB Statement No. 123, Accounting for Stock-Based Compensation and FASB Statement No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure and FASB Statement No. 123R, amendments of FASB Statement No. 123, established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. The requirements of FASB Statement No 123, as amended, are effective for fiscal periods beginning after June 15, 2005. The following table illustrates the effect on net loss if the fair-valued-based method had been applied to all outstanding and unvested awards in each period. The Company estimates the fair value and stock options at the grant date by using the Black-Scholes option pricing model with the following weighted average assumptions use for grants in 2002: no yield; expected volatility of 311%, risk-free interest rates of 4% and expected lives of four years for the plan options. Had the Company adopted the provisions of SFAS No. 123, the Company's net loss and loss per share would have been increased to the pro forma amounts indicated below:

Year Ended December 31, ~~2001: PMI PMIGA FNC LEA Totals~~ ----------- ----------- ------------------- 2004 2003 2002 ----------- ----------- ~~Revenues from external customers $60,293,500 $11,445,300 $ 3,022,200(1) $ 250,700(2) $75,011,700 Interest income 85,500 5,500 34,100~~ -- ~~125,100 Interest expense 230,700 600 24,500~~ --------- ~~255,800~~Net ~~Depreciation and amortization 222,600 27,500 25,400 3,500 279,000 Segment~~ loss ~~before~~applicable ~~income~~to ~~taxes~~common ~~and~~shareholders: ~~minority~~As ~~interest~~reported $(1,~~563~~172,~~500~~700) $(~~619~~2,~~800) (868~~896,~~800~~600) $(~~191,700) (~~3,~~243~~110,~~800~~100) ~~Segment~~Add: ~~assets~~total ~~19,102,200~~stock ~~1,549,800~~based ~~1,500,600~~employee ~~256,400~~compensation ~~22,409,000~~expense ~~Expenditures~~determined ~~for~~using ~~segment~~the ~~assets~~fair ~~126,200~~value ~~32,600~~method ~~23,000~~for ~~85,000~~all ~~266~~awards,~~800~~ ~~===========~~net ~~===========~~of ~~===========~~tax ~~===========~~(11,200) ~~===========~~(17,600) ~~Year Ended December 31~~(71,200) ~~2000: PMI PMIGA FNC LEA Totals~~ ----------- ----------- ----------- ~~-----------~~Pro ~~-----------~~forma ~~Revenues from external customers~~ $~~79,610,300 $~~ (1,~~156~~183,900 ~~$ 8,105,500(1~~) $ ~~-- $88~~(2,~~872~~914,~~700 Interest income 226,800 500 -- -- 227,300 Interest expense 295,800~~ 200 ~~-- -- 296,000 Depreciation and amortization 192,800 4,200 18,100 -- 215,100 Segment income or (loss~~) ~~before income taxes and minority interest 390,400~~ $(~~137~~3,~~800) 56~~181,300 ~~(100,800~~) ~~208,100 Segment assets 18,528,700 1,573,600 2,575,000~~ -- ~~22,677,300 Expenditures for segment assets 205,500 102,800 33,200~~ -- ~~341,500 =========== =========== =========== =========== =========== Year ended December 31, 1999: PMI FNC Lea Totals~~ -------~~------~~ ------------- ------------- ~~-------------~~Basic ~~Revenues~~and ~~from~~diluted ~~external~~loss ~~customers~~per $share: ~~100,238,000~~As reported $ ~~4,700,700~~(10.11) $ ~~$ 104,938,700 Interest income 194,900 -- -- 194,900 Interest expense 269,800 -- -- 269,800 Depreciation and amortization 180,100 7,300 -- 187,400 Segment income or~~ (~~loss~~0.28) ~~before~~$ ~~income taxes and minority interest 1,572,400 49,800~~ (~~444,800~~0.30) ~~1,177,400~~Pro ~~Equity~~forma in$ ~~loss in investment in Lea -- --~~ (~~222,400~~0.11) $ (~~222,400~~0.28) ~~Segment~~$ ~~assets 18,865,000 2,046,400 -- 20,911,400 Expenditures for segment assets 706,600 69,300 -- 775,900 ============= ============= ============= =============~~(0.30)

F-11 RECENT ACCOUNTING PRONOUNCEMENTS In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities (VIE), which was issued in January 2003. The Company will be required to apply FIN 46R to variable interests in VIEs created after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the assets, liabilities and non-controlling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE. The adoption of FIN 46R did not have an impact on the Company's consolidated financial position or results of operations. In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. SFAS No. 150 is effective for all financial instruments created or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. Restatement of financial statements for earlier years presented is not permitted. FASB Staff Position No. FAS 150-3 deferred certain provisions of SFAS No. 150 for certain mandatory redeemable non-controlling interests. The Company adopted SFAS No. 150 beginning the third quarter 2003. The Company's adoption of SFAS No. 150 did not impact its consolidated financial position or results of operations. In December 2003, FASB Statement No. 132 (revised), Employers' Disclosures about Pensions and Other Postretirement Benefits, was issued. Statement 132 (revised) prescribes employers' disclosures about pension plans and other postretirement benefit plans; it does not change the measurement or recognition of those plans. The Statement retains and revises the disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. The Statement generally is effective for fiscal years ending after December 15, 2003. The Company's adoption of SFAS No. 132 did not impact its consolidated financial statements. In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . ." This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management believes the adoption of this Statement will have no impact on the financial statements of the Company. F-12 In December 2004, the FASB issued SFAS No.153, Exchange of Nonmonetary Assets. This Statement addresses the measurement of exchanges of nonmonetary assets. The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetrary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued. Management believes the adoption of this Statement will have no impact on the financial statements of the Company. In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment." SFAS No. 123R requires employee stock options and rights to purchase shares under stock participation plans to be accounted for under the fair value method, and eliminates the ability to account for these instruments under the intrinsic value method prescribed by APB Opinion No. 25, and allowed under the original provisions of SFAS No. 123. SFAS No. 123R requires the use of an option pricing model for estimating fair value, which is amortized to expense over the service periods. The requirements of SFAS No. 123R are effective for fiscal periods beginning after June 15, 2005. SFAS No. 123R allows for either prospective recognition of compensation expense or retrospective recognition, which may be back to the original issuance of SFAS No. 123 or only to interim periods in the year of adoption. The company is currently evaluating these transition methods. 2. DISCONTINUED OPERATIONS In May 1998, PMI formed its Frontline Network Consulting (Frontline) division, a corporate information systems group that served the networking and personal computer requirements of corporate customers. In July 2000, the Company formed Frontline Network Consulting, Inc. (FNC), a California corporation. On June 2, 2003, the Company entered into an agreement to sell substantially all of FNC's intangible assets to an unrelated party for a note in the amount of $15,000. The Company recorded a loss of $13,700 on the sale of the FNC assets.In May 1999, the Company became a 50% owner in Lea Publishing, LLC (Lea), a California limited liability company formed in January 1999 to develop, sell and license software designed to provide internet users, resellers and providers with advanced solutions and applications. In December 2001, the Company entered into an agreement whereby it obtained 100% of Lea. On June 30, 2003, the Company sold substantially all of Lea's intangible assets and certain equipment to certain of the Lea's employees. The Company also entered into a Proprietary Software License and Support Agreement requiring the purchaser to provide certain electronic commerce support services to LW for a term of two years beginning July 1, 2003. The Company received $5,000 on the transaction closing date and the electronic commerce support services contract valued at $48,000 which is based on the number of service hours to be provided. The Company recorded a loss of $16,000 on the sale of the Lea assets. Lea was dissolved in the fourth quarter 2004. The operating results, including the loss from disposal of assets, of FNC and Lea for the years ended December 31, 2004, 2003 and 2002 were as follows: Year Ended December 31, ---------------------------------------- 2004 2003 2002 ----------- ----------- ----------- FNC: Net sales $ 323,200 $ 1,313,500 $ 2,378,300 Income (loss) before income taxes (benefit) 93,300 (311,600) (1,195,900) Income tax benefit -- -- (360,600) ----------- ----------- ----------- Net income (loss) $ 93,300 $ (311,600) $ (835,300) ----------- ----------- ----------- Lea: Net sales $ -- $ 179,700 $ 496,600 Loss before income tax benefit -- (122,300) (751,000) Income tax benefit -- -- (225,400) ----------- ----------- ----------- Net loss $ -- $ (122,300) $ (525,600) ----------- ----------- ----------- F-13 3. RELATED PARTY TRANSACTIONS During the first quarter of 2002, the Company made short-term salary advances to a shareholder/officer totaling $30,000, without interest. These advances were recorded as a salary paid to the shareholder/officer during the second quarter ended June 30, 2002.The Company sold computer products to a company owned by a member of the Board of Directors of the Company. During 2003 and 2002, the Company recognized $102,400 and $527,400, respectively, in sales revenues from this company. There were no sales to this customer for the year ended December 31, 2004 and there were no amounts due from this customer as of December 31, 2004 and 2003. On June 30, 2003, the Company sold substantially all of Lea's intangible assets and certain equipment to certain of the Lea's employees (see note 2 to the consolidated financial statements). 4. ACCOUNTS RECEIVABLE AGREEMENTS On April 1, 2003, the Company purchased a credit insurance policy from American Credit Indemnity (ACI) covering certain accounts receivable up to $2,000,000 of losses. The Company also has an agreement with ENX, Inc. (ENX) to sell its past-due accounts receivables from pre-approved customers with pre-approved credit limits under certain conditions. The commission is 0.5% of the approved invoice amounts with a minimum quarterly commission of $12,500. As of December 31, 2004, approximately $1,059,000 of the outstanding receivables was approved by ENX. The ACI policy expires on March 31, 2005 and the ENX policy expires on April 30, 2005. 5. PROPERTY AND EQUIPMENT The following is a summary of property and equipment as of December 31, 2004 and 2003: DECEMBER 31, 2004 2003 ------------ ---------- ---------- Building and improvements $3,274,400 $3,274,400 Land 1,158,600 1,158,600 Furniture and fixtures 369,800 374,800 Computers and equipment 691,500 693,100 Automobiles 116,500 116,500 ---------- ---------- 5,610,800 5,617,400 Less accumulated depreciation 1,676,700 1,460,000 ---------- ---------- $3,934,100 $4,157,400 ========== ========== F-14 Depreciation expense was $227,700, $233,000 and $213,800, for the years ended December 31, 2004, 2003 and 2002, respectively. 6. NOTES PAYABLE The Company's wholly-owned subsidiary, PMI, has obtained financing of $3,498,000 for the purchase of its office and warehouse facility. Of the amount financed, $2,500,000 was in the form of a 10-year bank loan utilizing a 30-year amortization period. This loan bears interest at the bank's 90-day LIBOR rate (2.25% as of December 31, 2004) plus 2.5%, and is secured by a deed of trust on the property. The balance of the financing was obtained through a $998,000 Small Business Administration (SBA) loan due in monthly installments through April 2017. The SBA loan bears interest at 7.569%, and is secured by the underlying property. Under the bank loan, PMI is required, among other things, to maintain a minimum debt service coverage, a maximum debt to tangible net worth ratio, and to have no consecutive quarterly losses. In addition, PMI is required to achieve net income on an annual basis. PMI was in violation of the annual income covenant and the minimum EBIDTA coverage ratio as of December 31, 2004 and was in violation of the annual income, minimum EBITA coverage ratio and quarterly loss covenants as of December 31, 2003. These covenant violations constituted an event of default under the loan agreement and gave the bank the right to call the loan. Waivers of the loan covenant violations were obtained from the bank that extended through December 31, 2005. As a condition for these waivers, the Company maintained $250,000 in a restricted account as a reserve for debt service as of December 31, 2004 and 2003. This amount has been reflected as long-term restricted cash in the accompanying consolidated balance sheet. It is uncertain that the Company be able to meet all these covenants in the future. If this was to occur in the future and a waiver for the violation cannot be obtained, the Company would be required to classify the bank loan as current, which would cause the Company to be out of compliance with another financial covenant included in its inventory flooring facility with Textron Financial Corporation as discussed in note 7 to the consolidated financial statements. The outstanding balances of the notes payable as of December 31, 2004 and 2003 are as follows: 2004 2003 ---------- ---------- Bank loan $2,331,700 $2,360,900 SBA loan 771,700 808,600 ---------- ---------- 3,103,400 3,169,500 Less current portion 71,900 66,100 ---------- ---------- $3,031,500 $3,103,400 ========== ========== The aggregate amounts of future maturities for notes payable are as follows: YEARS ENDING DECEMBER 31, Amount ------------------------- ---------- 2005 71,900 2006 76,600 2007 2,312,200 2008 49,900 2009 53,800 Thereafter 539,000 ---------- $3,103,400 ========== F-15 7. FLOOR PLAN INVENTORY LOANS AND LETTER OF CREDIT In May 2003, PMI obtained a $3,500,000 inventory financing facility, which includes a $1 million letter of credit facility used as security for inventory purchased on terms from vendors in Taiwan, from Textron Financial Corporation (Textron). The credit facility is guaranteed by PMIC, PMIGA, FNC, Lea, LW and two officers of the Company and may be discontinued by Textron at any time at its sole discretion. Under the agreement, the Company granted Textron a first priority lien on all of its corporate assets. Borrowings under the inventory line are subject to 30 days repayment, at which time interest accrues at the prime rate plus 6% (11.25% at December 31, 2004). The Company is required to maintain collateral coverage equal to 120% of the outstanding balance. A prepayment is required when the outstanding balance exceeds the sum of 70% of the eligible accounts receivables and 90% of the Textron-financed inventory and 100% of any cash assigned or pledged to Textron. PMI and PMIC are required to meet certain financial ratio covenants, including a minimum current ratio, a maximum leverage ratio, a minimum tangible capital funds and required levels of profitability. Beginning on September 30, 2003 through December 31, 2004, the Company was out of compliance with the maximum leverage ratio covenant and the minimum tangible capital funds for which waivers have been obtained through December 31, 2004. Based on the anticipated future results, it is probable that the Company will be out of compliance with certain of these covenants. If this was to occur and a waiver for the violation cannot be obtained, Textron might terminate the credit facility and accelerate the loan payments. Upon termination, there is no assurance that the Company would have the funding necessary to finance its future inventory purchases at levels necessary to achieve profitability. The Company is also required to maintain $250,000 in a restricted account as a pledge to Textron. This amount has been reflected as restricted cash in the accompanying consolidated financial statements. As of December 31, 2004, the outstanding balance of this loan was $2,243,100 which is classified as a current liability on the accompanying consolidated balance sheet. 8. INCOME TAXES There was no income tax benefit (expense) recorded for the year ended December 31, 2004 and 2003. For the year ended December 31, 2002, income tax benefit (expense) comprises: 2002 2002 2002 Current Deferred TOTAL ------------ ------------ ------------ Federal $ 873,000 (131,000) $ 742,000 State (5,700) -- (5,700) ------------ ------------ ------------ $ 867,300 (131,000) $ 736,300 ============ ============ ============ The following summarizes the differences between the income tax (benefit) expense and the amount computed by applying the Federal income tax rate of 34% in 2004, 2003 and 2002 to income before income taxes: YEAR ENDING DECEMBER 31, 2004 2003 2002 ------------------------------------- ----------- ----------- ----------- Federal income tax benefit at statutory rate $ 643,300 $ 723,700 $ 1,414,300 State income taxes benefit (expense), net of federal benefit -- -- (5,700) Other non-taxable income and non-deductible expenses (17,400) (33,000 55,100 Change in deferred tax assets 194,200 94,800 (432,500) Change in valuation allowance (797,800) (784,100) (380,500) Benefits recognized due to changes in tax laws -- -- 648,000 Other (22,300) (1,400) 23,600 Federal income tax benefit allocated to discontinued operations -- -- (586,000) ----------- ----------- ----------- Income tax benefit $ -- $ -- $ 736,300 =========== =========== =========== F-16 The Company reported income tax benefits of $1,322,300 for the year ended December 31, 2002 arising from the losses incurred in 2002. In March 2002, the Job Creation and Worker Assistance Act of 2002 ("the Act") was enacted. The Act extended the general federal net operating loss carryback period from 2 years to 5 years for net operating losses incurred for any taxable year ending in 2001 and 2002. On March 20, 2003, the Company received a federal income tax refund of $1,427,400 attributable to 2002 net operating loss carried back. The Company recorded a valuation allowance for its net deferred tax assets, including its federal and state net operating loss for the year ended December 31, 2004 and 2003. There was no tax benefit recorded relating to the increase in deferred tax assets. As of December 31, 2004, the Company had a total net operating loss carry forwards of approximately $3,802,600 of which $1,775,600 and $2,027,000 will expire in 2024 and 2023, respectively, available to offset future federal taxable income. California limits the amount that could be carried forward to 60% of the losses incurred in 2002 and 2003. As of December 31, 2004, the Company had a total California state net operating loss carry forwards of approximately $6,318,800 to offset future taxable income. California net operating loss carry forwards of $5,260,500 and $1,058,300 expire, if not utilized, in 2014 and 2015, respectively. Deferred tax assets and liabilities as of December 31, 2004 and 2003 were comprised of the following: 2004 2003 ----------- ----------- Deferred tax assets: Reserves (primarily the allowance for doubtful accounts) not currently deductible $ 165,300 $ 130,300 Accrued compensation and benefits 16,900 19,000 Capital loss carryover 334,300 333,800 NOL carryover 1,851,500 1,106,800 Others 7,300 6,900 Accumulated depreciation (10,000) (29,300) ----------- ----------- 2,365,300 1,567,500 Valuation allowance (2,365,300) (1,567,500) ----------- ----------- Net deferred tax assets $ -- $ -- =========== =========== Realization of the Company's deferred tax assets is dependent upon future earnings in specific tax jurisdictions. The Company has evaluated all significant available positive and negative evidence, the existence of losses in the recent years and forecast of future taxable income (loss) in determining the need for a valuation allowance. At December 31, 2004 and 2003, the Company has recorded a valuation allowance, relating principally to the capital loss carryover, Federal and California net operating loss carryover and reserves not currently deductible, against the net deferred tax assets to reduce them to amounts that are more likely than not to be realized. The net increase in the total valuation allowance for the year ended December 31, 2004 and 2003 was $797,800 and $784,100, respectively. F-17 9. COMMITMENTS The Company leases office space, equipment, and vehicles under various operating leases. The leases for office space provide for the payment of common area maintenance fees and the Company's share of any increases in insurance and property taxes over the lease term. Future minimum obligations under these non-cancelable operating leases are as follows: YEAR ENDING DECEMBER 31, Amount ------------------------ ------- 2005 $48,600 2006 2,000 ------- $50,600 ======= Total rent expense associated with all operating leases for the years ended December 31, 2004, 2003 and 2002 was $101,600, $133,800 and $164,700, respectively. In December 2004, two stockholders/executives (the "Stockholders") holding a collective majority interest in the Company entered into a Stock Purchase Agreement with Advanced Communications Technologies, Inc., a Florida corporation ("ACT"), pursuant to which ACT agreed to purchase from the Stockholders, and the Stockholders agreed to sell 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 December 30, 2004, the Stockholders and ACT closed on the sale of the PMIC Shares (the "Closing"). In connection with the sale, the Stockholders entered into employment agreements with the Company and ACT. The Employment Agreements, dated December 30, 2004 provide for a cash bonus of $225,000 each to be paid within 30 days of the Closing and other bonus and earn-out provisions that may be paid in cash or in shares of common stock of ACT. Under the earn-out provisions, the Stockholders may earn the right to receive in aggregate up to 99,999,999 shares of ACT's common stock. In the event the Company terminates the Employment Agreements without cause upon 30 days prior written notice, the Stockholders are entitled to 6 months severance pay. 10. MAJOR VENDORS One vendor accounted for approximately 15%, 18% and 11% of total purchases by the Company for the years ended December 31, 2004, 2003 and 2002, respectively. One other vendor accounted for 17% of purchases for the year ended December 31, 2003. Management believes other vendors could supply similar products on comparable terms as those provided by the major vendors. A change in suppliers, however, could cause a delay in availability of products and a possible loss of sales, which could adversely affect operating results. 11. EMPLOYEE BENEFIT PROGRAM-401(k) PLAN The Company has a 401(k) plan (the Plan) for its employees. The Plan is available to all employees who have reached the age of twenty-one and who have completed three months of service with the Company. Under the Plan, eligible employees may defer a portion of their salaries as their contributions to the Plan. Company contributions are discretionary, subject to statutory maximum levels. There were no contributions by the Company in 2004, 2003 and 2002. 12. CONCENTRATION OF CREDIT RISK Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade receivables. The Company places its cash and cash equivalents with what it believes are reputable financial institutions. As of December 31, 2004 and 2003, the Company had deposits, including restricted cash, at one financial institution which aggregated $562,200 and $1,191,700, respectively. As of December 31, 2004 and 2003, the Company had deposits amounting to $234,600 and $692,300, respectively, at two other financial institutions. Such funds are insured by the Federal Deposit Insurance Company up to $100,000 for each bank account. The Company has another $250,000 deposited into a reserve account with Textron. F-18 A significant portion of the Company's revenues and accounts receivable are derived from sales made primarily to unrelated companies in the computer industry and related fields located throughout the United States. For the years ended December 31, 2004, 2003 and 2002, no individual customer accounted for more than 10% of sales. The Company believes any risk of credit loss is significantly reduced due to the use of various levels of credit insurance, diversity in customers, geographic sales areas and extending credit based on established limits or terms. The Company performs credit evaluations of its customers' financial condition whenever necessary, and generally does not require collateral for sales on credit. 13. SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK The Company is authorized to issue up to 5,000,000 shares of its $0.001 par value preferred stock that may be issued in one or more series and with such stated value and terms as may be determined by the Board of Directors. The Company designated 1,000 shares as 4% Series A Redeemable Convertible Preferred Stock (the "Series A Preferred Stock") with a stated value per share of $1,000 plus all accrued and unpaid dividends. On May 31, 2002 the Company entered into a Preferred Stock Purchase Agreement with an investor (Investor). Under the agreement, the Company agreed to issue 1,000 shares of its Series A Preferred Stock at $1,000 per share. On May 31, 2002, the Company issued 600 shares of the Series A Preferred Stock to the Investor, and the remaining 400 shares would be issued when the registration statement that registers the common stock underlying the Series A Preferred Stock became effective. As part of the Preferred Stock Purchase Agreement, the Company issued a common stock purchase warrant to the Investor. The warrant may be exercised at any time within 3 years from the date of issuance and entitles the Investor to purchase 300,000 shares of the Company's common stock at $1.20 per share. The Company also issued a common stock purchase warrant with the same terms and conditions for the purchase of 100,000 shares of the Company's common stock to a broker who facilitated the transaction as a commission. The holder of the Series A Preferred Stock was entitled to cumulative dividends at the rate of 4% per annum, payable on each Conversion Date, as defined, in cash or by accretion of the stated value. The amount recorded as accretion of the stated value for the years ended December 31, 2004, 2003 and 2002 was $26,100, $24,900 and $14,200, respectively. Dividends were required to be paid in cash, if among other circumstances, the number of the Company's authorized common shares is insufficient for the conversion in full of the Series A Preferred Stock, or the Company's common stock was not listed or quoted on Nasdaq, NYSE or AMEX. Each share of Series A Preferred Stock was non-voting and entitled to a liquidation preference of the stated value plus accrued and unpaid dividends. A sale or disposition of 50% or more of the assets of the Company, or completion of a transaction in which more than 33% of the voting power of the Company is disposed of, would constitute liquidation. At any time and at the option of the holder, each share of Series A Preferred Stock was convertible into shares of common stock at the Conversion Price, as defined, but not less than $0.75. The Conversion Price was subject to certain adjustments, such as stock dividends. Upon the occurrence of a Triggering Event, such as failure to register the underlying common shares among other events as defined, the holder of the Series A Preferred Stock had the right to require the Company to redeem the Series A Preferred Stock in cash at 150% of the Stated Value. As the Series A Preferred Stock had conditions for redemption that were not solely within the control of the Company, such Series A Preferred Stock was excluded from shareholders' equity as of December 31, 2003. The redemption value of the Series A Preferred Stock, if the holder had required the Company to redeem the Series A Preferred Stock as of December 31, 2003, was $958,600. F-19 The Company accounted for the sale of preferred stock and related warrants in accordance with Emerging Issues Task Force (EITF) 00-27 "Application of Issue No. 98-5 to Certain Convertible Instruments" and EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Owned Stock." Proceeds of $477,500 (net of $80,500 cash issuance costs) were received of which $222,500 (net of allocated issuance costs of $37,500) was allocated to the Series A Preferred Stock and $255,000 (net of allocated issuance costs of $43,000) was allocated to the detachable warrant based upon its fair value as computed using the Black-Scholes option pricing model. The $260,000 value of the beneficial conversion option on the 600 shares of Series A Preferred Stock was recorded as a deemed dividend on the date of issuance. The allocated $46,300 value (net of $53,000 allocated issuance costs) of the warrant issued to the broker who facilitated the transaction was recorded as a stock issuance cost relating to the sale of preferred stock. As a result, a total amount of $397,300 was allocated to the warrants and was included in the current liabilities. The related issuance costs of $96,000 allocated to the warrants were included in deposits and other assets and were being amortized over a 3-year period using a straight-line method. As of December 31, 2004 and 2003, the carrying amount of the warrants was adjusted to the fair value. The change in fair value of the warrants from the issuance date (May 31, 2002) to December 31, 2002 and for the year ended December 31, 2003 and 2004 was $235,700, $105,800 and $46,400, respectively. The change in fair value of the warrants is included as other income. Effective April 30, 2003, our Company stock was delisted from the Nasdaq SmallCap Market. The Company's common stock is eligible to be traded on the Over the Counter Bulletin Board (OCTBB). The delisting of the Company's common stock enabled the holder of the Company's Series A Preferred Stock to request the redemption of such shares. As of December 31, 2003, the Company increased the carrying value of the Series A Redeemable Convertible Preferred Stock to its redemption value of $958,600 and recorded an increase in loss applicable to common shareholders of $743,300 for the year ended December 31, 2003 in the accompanying consolidated statement of operations. The Company included its 4% Series A Redeemable Convertible Preferred Stock in current liabilities as of December 31, 2003. In December 2004, the Company entered into an agreement (the Series A Agreement) with the Investor for restructuring certain terms of the Series A Preferred Stock. In connection with the closing of the transactions under the Series A Agreement, the Company amended and restated its Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock on December 31, 2004. Among the terms amended are (1) the number of shares designated as Series A Preferred Stock were decreased from 1,000 to 600 shares; (2) the Stated Value of each share of Series A Preferred Stock was reduced from $1,000 to $666.67; (3) the holders of the Series A Preferred Stock no longer have the right to required the Company to redeem each share of Series A Preferred Stock, which rights were triggered upon the occurrence of certain events; (4) the redemption amount payable by the Company upon exercise of its redemption right was reduced from 150% of Stated Value to 100% of Stated Value; (5) there is a 181-day waiting period from the date of filing the Amended and Restated Certificate of Designation before the holder may exercise conversion (unless the Company initiates a redemption prior to the end of the 181-day period); (6) the conversion price of the Series A Preferred Stock was changed to a fixed price of $0.50 per share, subject to customary and anti-dilution adjustments; and (7) the Company has five trading days, instead of three, to comply with conversion procedures. As part of the Series A Agreement, the Investor forfeited a stock purchase warrant, exercisable for 300,000 shares of the Company's common stock, that was issued in connection with the original issuance of the Company's Series A Preferred Stock. The Company accounted for these transactions in accordance with SFAS 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings. The restructuring of the Series A Preferred Stock resulted in a gain of $758,600 (or $0.07 per share) for the year ended December 31, 2004. The fair value of the restructured Series A Preferred Stock was $234,100 as of December 31, 2004 and was classified as shareholders' equity in the balance sheet. F-20 14. CAPITAL STOCK INVESTMENT BANKING SERVICES On December 16, 2002, the Company issued warrants for the purchase of up to 300,000 shares of its common stock under terms of an agreement for investment banking services. Warrants to purchase 100,000 shares of the Company's common stock were to vest immediately and warrants to purchase 200,000 shares were to vest 50% on June 16, 2003 and 50% on December 16, 2003. The Company accounted for this transaction in accordance with EITF No. 96-18, Accounting for Equity Instruments that are issued to Employees for Acquiring, or in Conjunction with Selling Goods or Services. On June 16, 2003, the Company terminated this agreement and the warrants to purchase 200,000 shares were cancelled. For the years ended December 31, 2003 and 2002, the Company recorded $28,500 and $2,400, respectively, in expense related to this transaction. STOCK ISSUED FOR SERVICES On June 14, 2001, the Company issued 333,400 shares of its common stock to an unrelated party in exchange for radio advertising services to be received over a three-year period. The shares vested upon issuance and were non-forfeitable, resulting in a measurement date and final valuation of shares in the amount of $200,000 based upon the market price of the Company's common stock on the date of issuance. Under the terms of the agreement, one-third of the radio advertising service credits expired in two years. Radio advertising service credits were expensed when utilized and are included in other selling, general and administrative expenses in the accompanying consolidated statements of operations. Included in prepaid expenses and other current assets as of December 31, 2003 are radio advertising credits in the amount of $61,100. STOCK OPTION PLAN On July 16, 1998 the Company adopted the 1998 Stock Option Plan and reserved 1,000,000 shares of Common Stock for issuance under the Plan. Activity under the Plan is as follows:

~~2001~~Weighted ~~2000~~Weighted ~~1999~~Weighted Average Shares Average Average Remaining Available Options Exercise Fair Contractual for Grant Outstanding Price Value Life --------- --- -------- -------- -------- --------- ~~(LOSS)~~DECEMBER ~~INCOME~~31, ~~BEFORE~~2001 ~~INCOME TAXES Total (loss) income before income taxes and minority interest for reportable segments $ (3~~149,~~243,800)~~400 ~~$ 208~~794,~~100~~600 $1.40 $1~~,177,400~~.08 ~~Equity~~3.8 inYears ~~loss~~Options ingranted ~~investment in Rising Edge --~~ (3230,000) --30,000 ~~Rising~~0.95 ~~Edge~~0.85 ~~equity in loss in investment in Lea~~ -- --Options ~~222~~forfeited 172,~~400~~600 ~~Impairment loss on investments~~ (~~718~~172,~~000~~600)~~(1)~~ 2.41 2.24 -- ~~(15,000)~~ --------- --- -------- ---- ---- -------- ~~Consolidated~~DECEMBER ~~(loss)~~31, ~~income~~2002 ~~before~~292,000 ~~income~~652,000 ~~taxes~~1.11 ~~and~~0.76 ~~minority~~3.1 ~~interest~~Years $Options ~~(3,961,800)~~forfeited ~~$ 176~~58,~~100~~000 ~~$ 1~~(58,~~384,800~~000) ~~============~~2.63 ~~============~~2.33 ~~============~~-- ~~Assets:~~--------- ~~Total~~----------- ~~assets~~-------- ~~for~~-------- ~~reportable~~DECEMBER ~~segments~~31, $2003 22350,~~409~~000 594,000 $0.96 ~~22,677,300~~0.82 $2.3 ~~20,911,400~~Years ~~Other~~Options ~~assets~~forfeited ~~714~~2,~~100~~000 ~~720~~(2,~~400~~000) ~~502,400~~1.50 ~~Elimination~~1.30 ~~of inter~~-~~company~~- ~~receivables~~Options ~~(5,799,800)~~expired (242,~~536,600)~~000 (~~724~~42,~~800~~000) 1.50 1.33 -- ---------- ------------ -------- -------- ~~Consolidated~~DECEMBER ~~total~~31, ~~assets~~2004 $394,000 17550,~~323,300~~000 $0.91 ~~20,861,100~~ $0.78 ~~20,689,000~~1.4 Years ======= ===== ====== ====== == ==========

F-21 The following table summarizes information about stock options outstanding as of December 31, 2004: Options Outstanding Options Exercisable -------------------------------------- ---------------------- Weighted Number Average Weighted Number Weighted Outstanding Remaining Average Exercisable Average Exercise as of Contractual Exercise as of Exercise Price 12/31/2004 Life Price 12/31/2004 Price ----- ---------- ---------- ----- ---------- ----- $0.76 10,000 2.5 Years $0.76 10,000 $0.76 $0.88 323,800 1.3 Years $0.88 323,800 $0.88 $0.97 206,200 1.3 Years $0.97 206,200 $0.97 $1.05 10,000 2.4 Years $1.05 10,000 $1.05 -------- ------- 550,000 1.7 Years $0.91 550,000 $0.91 ======== ======= Under the terms of the Plan, options are generally exercisable on the date of grant and expire from four to five years from the date of grant as determined by the Board of Directors. The Company applies Accounting Principles Board (APB) No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related interpretations in accounting for the plan. Under APB Opinion No. 25, because the exercise price of the Company stock options equals or exceeds the estimated fair value of the underlying stock on the measurement date, no compensation cost is recognized. In January 2002, the Securities and Exchange Commission adopted new rules for the disclosure of equity compensation plans. The purpose of the new rues is to summarize the potential dilution that could occur from past and future equity grants under all equity compensation plans. The following provides tabular disclosure of the number of securities to be issued as of December 31, 2004 upon the exercise of outstanding options, the weighted average exercise price of outstanding options, and the number of securities remaining available for future issuance under equity compensation plans, aggregated into two categories - plans that have been approved by stockholders and plans that have not.

~~Beginning~~Number ~~Charged~~of Number of Securities Remaining Securities to ~~Write~~be Available for Future Issued Upon Weighted-~~offs~~average ~~ENDING~~Issuance ~~Allowance~~Under ~~for~~Exercise ~~Doubtful~~of ~~Accounts~~Exercise ~~Balance~~Price ~~Costs~~of Equity Compensation Outstanding Outstanding Plans (Excluding Options and ~~Expense~~Options ofand ~~Accounts~~Securities ~~BALANCE~~Reflected Plan Category Warrants Warrants in 1st Column) ------------------------------- --------- ----------------- ----------- ----------- ~~Year~~Equity ~~ended~~compensation ~~December~~plans ~~31,~~approved ~~1999~~by $stockholders ~~150~~550,000 $0.91 ~~457~~394,~~500 $(457,500) $ 150,~~000 ~~Year~~Equity ~~ended~~compensation ~~December~~plans ~~31,~~not ~~2000~~approved ~~150,000~~by ~~182,200~~stockholders ~~(157,~~200~~) 175~~,000 ~~Year~~$1.20 ~~ended~~-- ~~December~~---------------------------------------------------------- ~~31,~~Total ~~2001 175~~750,000 ~~450,500~~$0.99 ~~(225~~394,~~500) 400,~~000 ======= =======

F-22 15. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION Cash was paid during the years ended December 31, 2004, 2003 and 2002 for: YEAR ENDED DECEMBER 31, ------------------------------------------ 2004 2003 2002 -------- -------- -------- Income taxes $ 3,600 $ 3,600 $ 5,700 ======== ======== ======== Interest $166,200 $170,500 $183,700 ======== ======== ======== Non-cash investing and financing activities for the years ended December 31, 2004, 2003 and 2002 were as follows: On May 31, 2002, the Company issued warrants to purchase 400,000 shares of the Company's common stock to the preferred stock investor and the broker in connection with the issuance of preferred stock. In connection with the issuance of the preferred stock, the Company recorded a non-cash deemed dividend of relating to the beneficial conversion feature of the preferred stock of $260,000 for the year ended December 31, 2002. Accretion of the stated value of the preferred stock, including the recording of increases in redemption value, of $39,100, $768,200 and $14,200 was recorded for the years ended December 31, 2004, 2003 and 2002, respectively. In December 2002, the Company issued warrants to purchase up to 300,000 shares of the Company's common stock at $1.20 per share for consulting services. On June 16, 2003, the Company terminated this agreement and warrants to purchase 200,000 shares of the Company's common stock were cancelled. For the years ended December 31, 2003 and 2002, the Company recorded $28,500 and $2,400, respectively, in non-cash expense related to this transaction and increased additional paid-in capital for the same amount. As a consideration for the sale of Lea's assets to certain of Lea's employees on June 30, 2003, the Company received an electronic commerce support services contract for a term of 2 years valued at $48,000. The value of the electronic commerce support services is being amortized over the 2-year term using a straight-line method. On December 31, 2004, the certain terms of the Series A Redeemable Convertible Preferred Stock were restructured with the holder of the preferred stock. The restructuring of the preferred stock resulted in a non-cash gain of $758,600. 16. SEGMENT INFORMATION The Company has three reportable segments: PMI, PMIGA, and LW. PMI imports and distributes electronic products, computer components, and computer peripheral equipment to various distributors and retailers throughout the United States. PMIGA imports and distributes similar products focusing on customers located in the east coast of the United States. LW sells similar products as PMI to retailers and to end-users through a website. The Company evaluates performance based on income or loss before income taxes and minority interest, not including nonrecurring gains or losses. Inter-segment transfers between reportable segments have been insignificant. The Company's reportable segments are strategic business units. They are managed separately because each business requires different technology and/or marketing strategies. PMI and PMIGA are comparable businesses with different locations of operations and customers. The Company does not have offices or operation in foreign countries. Sales to foreign countries have been insignificant for the year ended December 31, 2002. Sales to customers located in foreign countries for the year ended December 31, 2004 and 2003 are as follows: F-23 2004 2003 ----------- ----------- North America (excluding U.S.) $ 5,188,200 $ 1,272,900 Europe 6,406,300 1,969,700 Asia 134,600 150,900 Others 222,200 7,100 ----------- ----------- Total $11,951,300 $ 3,400,600 ----------- ----------- The following table presents information about reported segment profit or loss and segment assets for the years ended December 31, 2004, 2003 and 2002:

(1) The total of reportable segment depreciation and amortization does not include $32,000, $32,000 and $16,000 of amortization expense related to the warrant issuance costs for the years ended December 31, 2004, 2003 and 2002, respectively. F-24 (2) Segment assets before Intercompany eliminations. The following is a reconciliation of reportable segment loss before income taxes and total assets to the Company's consolidated totals:

17. LITIGATION SETTLEMENT AND CONTINGENCIES In December 2003, the Company settled a claim against a customer and its principal owner for a past due account receivable in the amount of $734,500. Under the settlement agreement, the customer agreed to pay the entire balance in 12 equal monthly installments of $61,200, beginning December 2003. In addition, the customer entered into a UCC-Financing Statement with the Company under which the customer secured its payments due to the Company with all its assets, including inventory, accounts receivable and equipment. The customer is presently in default of its obligations under the settlement agreement. Thus, the Company is in the process of foreclosing on all the assets, including cash, accounts receivable, inventories and real estate of the customer and its principal owner. During the fourth quarter 2004, the Company reserved $487,200, the entire unpaid balance of this receivable, based on the length of time it has been defaulted. The Company continues to seek recovery. In April 2003, the Company settled a lawsuit relating to a counterfeit products claim for $95,000 which was included in other expenses in the accompanying consolidated statement of operations. There are various claims, lawsuits, and pending actions against the Company involving matters incidental to the Company's operations. It is the opinion of management that the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position or results of operations. 18. UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL DATA Summarized quarterly financial data for 2004 and 2003 is as follows:

F-25 (1) Loss per share are computed independently for each of the quarters presented. The sum of the quarterly loss per share in 2004 and 2003 does not equal the total computed for the year due to rounding. F-26 SUPPLEMENTAL SCHEDULE PACIFIC MAGTRON INTERNATIONAL CORP. and Subsidiaries SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

F-27

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