UNITED STATES
                        SECURITIES AND EXCHANGE COMMISION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB/A
(Mark One)

[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

                  For the quarterly period ended     March 31, 2000
                                                 ------------------

[]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT

         For the transition period from         to

Commission file number 1-14072

                             PEN INTERCONNECT, INC.
        (Exact name of small business issuer as specified in its charter)

             UTAH                                    87-0430260
- -------------------------------          -----------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No)
incorporation or organization)

                      1601 Alton Parkway Irvice, Ca. 92606
               (Address of Principal Executive Offices) (Zip Code)

                   (Issuer's telephone number) (949) 798-5800

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 _____

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the issuer filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court.
                                            Yes              No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         As of March 31,  2000 the  issuer had  20,917,514  shares of its common
stock, par value $0.01 per share, issued and outstanding.
         Transitional Small Business Disclosure Format (check one):

                                    Yes No X

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Item 6.  Exhibits and Reports on Form 8-K.

A.       Exhibits

         27  Financial Data Schedule

B.       Reports on Form 8-K  None.



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                          PEN INTERCONNECT, INC.

                          By:  /s/ Stephen J Fryer
May 15, 2000              Stephen J. Fryer
                          Chairman, CEO and
                          Principal Accounting Officer

                                       2