NT 10-Q, 1998-08-13
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                             Washington, D.C. 20549

                         Commission File Number: 1-14072

                                   FORM 12b-25

                           Notification of Late Filing

                                  (Check One):

       [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form N-SAR

             For Period Ended: June 30, 1998 
               [ ] Transition Report on Form 10-K 
               [ ] Transition  Report on Form 20-F 
               [ ] Transition  Report on Form 11-K 
               [ ] Transition Report on Form 10-Q 
               [ ] Transition  Report on Form N-SAR 
             For the Transition Period Ended:

             Nothing in this form shall be construed to imply that
             the Commission has verified any information contained

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

                         Part I - Registrant Information

                  Full Name of Registrant            Pen Interconnect, Inc.

                  Former Name if Applicable

                           2351 South 2300 West
                  Address of Principal Executive Office (Street and Number)

                           Salt Lake City, Utah 84119
                  City, State and Zip Code

                        Part II - Rules 12b-25(b) and (c)

         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)

[X]  (a) The reasons  described in reasonable detail in Part III of this
         form could not be eliminated without unreasonable effort or expense;



[X]  (b) The  subject  annual  report,  semi-annual  report,  transition
         report on Form 10-K,  Form 20-F, 11-K or Form N-SAR, or portion thereof
         will be filed on or before the  fifteenth  calendar day  following  the
         prescribed  due date;  or the subject  quarterly  report or  transition
         report on Form 10-Q, or portion  thereof will be filed on or before the
         fifth calendar day following the prescribed due date; and

[ ] (c) The  accountant's  statement or other exhibit required by Rule 12b-25(c)
        has been attached if applicable.

                              Part III - Narrative

         State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q,  N-SAR,  or the  transition  report or portion  thereof could not be filed
within the prescribed period.

          Registrant is still reconciling the financial  activity for the period
          so the filing will be accurate.

                           Part IV - Other Information

         (1) Name and  telephone  number of person to contract in regard to this

             James S. Pendleton              (801)             973-6090
                  (Name)                   (Area Code)     (Telephone Number)

         (2) Have all other periodic  reports required under section 13 or 15(d)
of the Securities  Exchange Act of 1934 or section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                             [ X ] Yes   [ ] No

         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

                                                             [ ] Yes   [ X ] No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

                             Pen Interconnect, Inc.
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date:  August 13, 1998         By: /s/
                                 James S. Pendleton, Chairman, CEO and Director


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