PEN INTERCONNECT INC
10KSB/A, 1999-04-09
COMPUTER COMMUNICATIONS EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A
(Mark One)
   [ X ]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended   September 30, 1998

   [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
           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                (I.R.S. Employer Identification No)
 of incorporation or organization)

                 2351 South 2300 West, Salt Lake City, UT 84119
               (Address of Principal Executive Offices) (Zip Code)

                                 (801) 973-6090
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:
                     Common Stock, par value $0.01 per share
                              Common Stock Warrants

           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

           Check if there is no disclosure  of delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will 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-KSB
or any amendment to this Form 10-KSB. X check

           State issuer's revenues for its most recent fiscal year.  $17,091,432

           As of December 16, 1998,  there were 6,068,481 shares of the Issuer's
common stock,  par value $0.01,  issued and  outstanding.  The aggregate  market
value of the  Issuer's  voting  stock held by  non-affiliated  of the Issuer was
approximately  $8,396,384  computed at the closing  quotation  for the  Issuer's
common stock of $1.563 as of January 11, 1999.

                       DOCUMENTS INCORPORATED BY REFERENCE

           Definitive  Proxy Statement for the Annual Meeting of Shareholders to
be held in 1999.
<PAGE>


               This  amendment  to the Form  10-KSB/A  to the  Company's  annual
      report for the fiscal  year ended  September  30,  1998 is being  filed to
      include  Schedule  23.1,  the  Consent of Grant  Thornton  LLP,  which was
      inadvertently not included in the original filing.



                                  SCHEDULE 23.1

                                     CONSENT


We have issued our report dated  January 12, 1999,  accompanying  the  financial
statements of Pen Interconnect, Inc. appearing in the 1998 Annual Report on Form
10-KSB  for the  year  ended  September  30,  1998.  We  hereby  consent  to the
incorporation  by reference  of the  aforementioned  report in the  Registration
Statements  of Pen  Interconnect,  Inc.  on Forms  S-3  (File  No.  33-96444-D),
effective  August 4, 1997; File No.  333-29927,  effective August 29, 1997; File
No.  333-297,  effective  February 5, 1998;  and File No.  333-06451,  effective
August 31, 1998 and amended October 2, 1998) and on Form S-8 (File No. 333-2618,
effective March 22, 1996).




                                                              GRANT THORNTON LLP


      Salt Lake City, Utah
      January 12, 1999


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