PEN INTERCONNECT INC
NT 10-K, 2000-12-28
COMPUTER COMMUNICATIONS EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 12b-25

                         Commission File Number 1-14072

                           Notification of Late Filing



                                  (Check One):

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

                           For Period Ended:         September 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, CA 92606
                  -----------------------------------------------------
                            City, State and Zip Code



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<PAGE>


                        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
notification.

         Steve Fryer                  949               261-3131
         -------------------------------------------------------------
                  (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     December 28, 2000     By /s/ Steve Fryer
    -----------------------       -------------------------------------
                                    Steve Fryer
                                    President / Chief Executive Officer



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