NT 10-Q, 2000-08-11
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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, 2000
    [ ] 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 herein.

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

            1601 Alton Parkway
   Address of Principal Executive Office (Street and Number)

            Irvine, California 92606
           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.

                  Management is finalizing the document to ensure accuracy.

                           Part IV - Other Information

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

                  Stephen J. Fryer              (949)           798-5800
                  (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     8/11/2000          By       /s/ Stephen J. Fryer
    -----------------          ------------------------------------
                            Stephen J. Fryer, Chairman, CEO and
                             Principal Accounting Officer


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