<PAGE>

--------------------------------------------------------------------------------
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-K/A
                                Amendment No. 1
(Mark One)
  [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2000
                                       OR
  [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
                 For the transition period from ____________ to
                         Commission File Number 0-21858
                          INTERLINK ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)
                 Delaware                             77-0056625
     (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)              Identification No.)
             546 Flynn Road
         Camarillo, California                           93012
(Address of principal executive offices)               (Zip Code)
      Registrant's telephone number, including area code:  (805) 484-8855
                                  ___________
          Securities registered pursuant to Section 12(b) of the Act:
                                      None
          Securities registered pursuant to Section 12(g) of the Act:
                                  Common Stock
                             (Title of each class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K.  [ ]

     As of March 9, 2001 the aggregate market value of the registrant's Common
Stock held by non-affiliates of the registrant was $68,618,314. Solely for
purposes of this calculation, the registrant has treated its Board of Directors
and executive officers as the only affiliates.

     As of March 9, 2001, the number of shares of the registrant's Common Stock
outstanding was 9,538,170.

                      Documents incorporated by reference:
     Portions of Registrant's Proxy Statement for its 2001 Annual Meeting of
Stockholders are incorporated by reference into Part III of this report.
<PAGE>

                                EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-K/A revises the "Recent Pronouncements"
section of Note 1 to the Consolidated Financial Statements contained in the Form
10-K filed by Interlink Electronics, Inc. (the "Company") on March 29, 2001.
Pursuant to Section 12b-15, this Form 10-K/A amends the information that is
contained on pages F-1 to F-14 and is incorporated by reference into Item 8 of
the Company's original Form 10-K filing only, and all other portions of the
Company's original 10-K filing remain in effect.
<PAGE>

                          INTERLINK ELECTRONICS, INC.
                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       -----
<S>                                                                                                   <C>
Interlink Electronics, Inc.--Consolidated Financial Statements......................................     F-1
       Report of Independent Public Accountants.....................................................     F-2
       Consolidated Balance Sheets..................................................................     F-3
       Consolidated Statements of Operations........................................................     F-4
       Consolidated Statements of Stockholders' Equity..............................................     F-5
       Consolidated Statements of Cash Flows........................................................     F-6
       Notes to Consolidated Financial Statements...................................................     F-7
</TABLE>

                                      F-1
<PAGE>

                    Report of Independent Public Accountants

To Interlink Electronics, Inc.:

  We have audited the accompanying consolidated balance sheets of Interlink
Electronics, Inc. (a Delaware corporation) and its subsidiary as of December 31,
1999 and 2000, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

  We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Interlink Electronics, Inc. and
its subsidiary as of December 31, 1999 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States.

ARTHUR ANDERSEN LLP

Los Angeles, California
February 14, 2001

                                      F-2
<PAGE>

INTERLINK ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS (In thousands except par value)
-----------------------------------------------------------
<TABLE>
<CAPTION>

Assets                                                              December 31,
Current assets:                                                    1999      2000
                                                                  -------   -------
<S>                                                              <C>        <C>
  Cash and cash equivalents                                       $ 7,492   $10,506
  Accounts receivable, less allowance for
    doubtful accounts of $620 and $722
     in 1999 and 2000, respectively                                 7,056     8,613
  Inventories                                                       7,928     9,435
  Deferred tax asset                                                    -       600
  Prepaid expenses and other current assets                           173       661
                                                                  -------   -------
    Total current assets                                           22,649    29,815
                                                                  -------   -------
  Property and equipment, net                                       1,559     1,632
  Patents and trademarks, less accumulated
     amortization of $739 and $860
      in 1999 and 2000, respectively                                  282       235
  Other assets                                                        217        92
                                                                  -------   -------
       Total Assets                                               $24,707   $31,774
                                                                  =======   =======

Liabilities And Stockholders' Equity
Current liabilities:
  Current maturities of long-term debt
    and capital lease obligations                                 $   518   $ 2,079
  Accounts payable                                                  3,041     3,305
  Accrued payroll and related expenses                                957       936
  Other accrued expenses                                              489       367
                                                                  -------   -------
   Total current liabilities                                        5,005     6,687
                                                                  -------   -------
Minority interest                                                      31        56
Long-term debt, net of current portion                              1,261     2,547
Capital lease obligations, net of current portion                     163        51
Commitments and contingencies                                          --        --
Stockholders' equity:
 Preferred stock, $5.00 par value
     (100 shares authorized, none issued and outstanding)              --        --
 Common stock $0.00001 par value
    (50,000 shares authorized, 8,553
       and 9,249 issued and outstanding
       at December 31, 1999 and 2000, respectively)                26,197    27,630
  Accumulated other comprehensive income (loss)                       187      (168)
  Accumulated deficit                                              (8,137)   (5,029)
                                                                  -------   -------
      Total stockholders' equity                                   18,247    22,433
                                                                  -------   -------
         Total Liabilities and Stockholders' Equity               $24,707   $31,774
                                                                  =======   =======

</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.

                                      F-3
<PAGE>

INTERLINK ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data)
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      Years Ended December 31,
                                                     ---------------------------
                                                       1998      1999      2000
                                                      -------   -------   -------
<S>                                                   <C>       <C>       <C>
Revenues                                              $22,095   $28,106   $33,870
Cost of revenues                                       13,954    17,640    19,453
                                                      -------   -------   -------
Gross profit                                            8,141    10,466    14,417
Operating expenses:
   Product development and research                     1,416     2,225     3,222
   Selling, general and administrative                  5,837     5,799     7,612
                                                      -------   -------   -------
        Total operating expenses                        7,253     8,024    10,834
                                                      -------   -------   -------
Operating income                                          888     2,442     3,583
                                                      -------   -------   -------
Other income (expense):
    Minority interest                                      --       (31)      (25)
    Interest income (expense)                            (127)       35        94
    Cost of cancelled equity offering                       -         -      (769)
    Other (expense)                                      (359)      (86)      (49)
                                                      -------   -------   -------
      Total other income (expense)                       (486)      (82)     (749)
                                                      -------   -------   -------
Income before provision (benefit) for income taxes        402     2,360     2,834
Provision (benefit) for income taxes                       --       252      (274)
                                                      -------   -------   -------
Net income                                            $   402   $ 2,108   $ 3,108
                                                      =======   =======   =======

Earnings per share--basic                             $  0.05   $  0.26   $  0.35
Earnings per share--diluted                           $  0.05   $  0.21   $  0.28

Weighted average shares--basic                          7,818     8,016     8,892
Weighted average shares--diluted                        7,818    10,014    11,130

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-4
<PAGE>

INTERLINK ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       Accumulated
                                                   Common Stock           Other
                                               -------------------    Comprehensive   Accumulated
                                               Shares      Amount     Income (Loss)      Deficit     Total
                                               ------    ---------    -------------   ------------  --------
<S>                                            <C>       <C>           <C>             <C>          <C>
Balance, December 31, 1997                      7,803       $24,629          $(529)    $(10,647)     $13,453
  Comprehensive income:
    Net income                                     --            --             --          402          402
    Foreign currency translation adjustment        --            --            745           --          745
                                                                                                     -------
      Comprehensive income                                                                             1,147
  Exercise of options                              21            65             --           --           65
                                                -----       -------          -----     --------      -------
Balance, December 31, 1998                      7,824        24,694            216      (10,245)      14,665
  Comprehensive income:
    Net income                                     --            --             --        2,108        2,108
    Foreign currency translation adjustment        --            --            (29)          --          (29)
                                                                                                     -------
      Comprehensive income                                                                             2,079
  Exercise of options                             729         1,503             --           --        1,503
                                                -----       -------          -----     --------      -------
Balance, December 31, 1999                      8,553        26,197            187       (8,137)      18,247
 Comprehensive income:
    Net income                                     --            --             --        3,108        3,108
    Foreign currency translation adjustment        --            --           (355)          --         (355)
                                                                                                     -------
    Comprehensive income                                                                               2,753
    Exercise of options                           696         1,433             --           --        1,433
                                                -----       -------          -----     --------      -------
Balance, December 31, 2000                      9,249       $27,630          $(168)    $ (5,029)     $22,433
                                                =====       =======          =====     ========      =======

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-5
<PAGE>

INTERLINK ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                          Years Ended December 31,
                                                         --------------------------
                                                           1998      1999      2000
                                                         --------   -------   ------
<S>                                                      <C>       <C>       <C>
Cash flows from operating activities:
  Net income                                              $   402   $ 2,108   $ 3,108
  Adjustments to reconcile net income to
     net cash provided by (used in)
     operating activities:
    Provision for bad debts                                   110       183       133
    Depreciation and amortization                             533       630       688
    Minority interest                                          --        31        25
    Deferred tax asset                                         --        --      (600)
    Changes in operating assets and liabilities:
      Accounts receivable                                  (1,184)     (481)   (1,764)
      Inventories                                          (1,335)   (1,132)   (1,507)
      Prepaid expenses and other current assets               344         1      (488)
      Other assets                                             80      (106)      125
      Accounts payable                                        285       821       264
      Accrued payroll and related expenses                    286       807       (69)
                                                          -------   -------   -------
      Net cash provided by (used in)
       operating activities                                  (479)    2,862       (85)
                                                          -------   -------   -------
Cash flows from investing activities:
    Purchases of property and equipment                      (846)     (529)     (640)
    Costs of patents and trademarks                            --      (104)      (74)
                                                          -------   -------   -------
   Net cash used in investing activities                     (846)     (633)     (714)
                                                          -------   -------   -------
 Cash flows from financing activities:
    Borrowing on credit line                                  548        --        --
    Payments on credit line                                  (992)     (132)       --
    Borrowings on notes payable to bank                       880       583     3,967
    Principal payments on notes payable to bank               (42)     (231)   (1,049)
    Proceeds from sales/leaseback                             332        --        --
    Principal payments on capital lease obligations          (487)     (331)     (183)
    Proceeds from issuance of common stock, net                65     1,503     1,433
                                                          -------   -------   -------
       Net cash provided by financing activities              304     1,392     4,168
                                                          -------   -------   -------

   Effect of exchange rate changes on cash                    745       (29)     (355)
                                                          -------   -------   -------
      Increase (decrease) in cash and cash equivalents       (276)    3,592     3,014
   Cash and cash equivalents:
      Beginning of year                                     4,176     3,900     7,492
                                                          -------   -------   -------
      End of year                                         $ 3,900   $ 7,492   $10,506
                                                          =======   =======   =======

Supplemental disclosure of cash flow information:
   Interest paid                                          $   127   $    93   $   128
   Income taxes paid                                            1         2        --

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-6
<PAGE>

INTERLINK ELECTRONICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

  Interlink Electronics, Inc. (the "Company") is engaged in the development of
intuitive interface technologies and solutions for a variety of business and
home applications. Our products enable a user to control and communicate with
various products such as digital set-top boxes, digital televisions and other
electronic products, which we refer to as appliances, by providing an intuitive
device on which the user can remotely input a variety of commands. Our products
incorporate patented sensor and wireless communication technologies and
proprietary applications and ergonomic designs. Products include interactive
remote controls, pen input pads, wireless keyboards and integrated mouse
pointing devices. Force Sensing Resistors are a key component of the Company's
products.

  Consolidation Policy--The consolidated financial statements include the
accounts of the Company and its 80 percent owned Japanese subsidiary. All
material intercompany accounts and transactions have been eliminated.

  Revenue Recognition--The Company generally recognized product revenue, net of
allowances for returns and warranty, when persuasive evidence of an arrangement
exists, delivery has occurred, the fee is fixed or determinable, and
collectibility is probable.  The Company generally warrants its products against
defects in materials and workmanship for one year.  The estimated cost of
warranty obligations is recognized at the time of revenue recognition.  Royalty
revenue is recorded when earned.

  Foreign Currency Translation/Transactions--The accounts of the Company's
foreign subsidiary have been translated according to the provisions of Statement
of Financial Accounting Standards, or SFAS, No. 52, "Foreign Currency
Translation." Management has determined that the functional currency of its
foreign subsidiary is the Japanese Yen. Thus all foreign translation gains or
losses are reflected as other comprehensive income in the consolidated statement
of stockholders' equity. The foreign subsidiary's balance sheets are translated
into U.S. dollars using the year-end exchange rate except for stockholders'
equity accounts, which are translated at rates in effect when these balances
were originally recorded. Revenues and expenses are translated at average rates
during the year. Any gain or loss resulting from foreign currency transactions
are reflected in the consolidated statements of operations for the period in
which they occur.

  Cash and Cash Equivalents--The Company considers all highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents. Cash and cash equivalents are stated at cost, which approximates
market. At December 31, 1999 and 2000, the Company had $5.8 million and $8.2
million, respectively, of cash in excess of federally insured limits.

  Financial Instruments--The carrying amounts of the Company's line of credit,
long-term debt and capital lease obligations approximate their fair value as
interest rates approximate market rates for similar instruments. During 2000 and
1999, the Company entered into foreign currency exchange contracts in the normal
course of business to manage its exposure against foreign currency fluctuations
on revenues denominated in foreign currencies. The principle objective of such
contracts was to minimize the risks and costs associated with financial and
global operating activities. The Company does not utilize financial instruments
for trading or other speculative purposes. There were no off balance sheet
derivatives during 1998. The fair value of foreign currency contracts is
estimated by obtaining quotes from brokers. At December 31, 1999 and 2000, the
Company had foreign currency contracts outstanding

                                      F-7
<PAGE>

with a notional and fair value of $5.4 million and $7 million respectively.
During fiscal 1999 and 2000, the Company recognized $440,000 of losses and
$601,000 of gains, respectively, on foreign exchange contracts which are
included in income in the accompanying consolidated statements of operations.

     Inventories--Inventories are stated at the lower of cost or market and
includes material, labor, and factory overhead. Cost is determined using the
average cost method.

     Property and Equipment--Property and equipment are carried at cost less
accumulated depreciation and amortization. Depreciation is recorded on the
straight-line basis over the estimated useful lives of the assets which range
from three to ten years. Amortization of leasehold improvements is based upon
the estimated useful lives of the assets or the term of the lease, whichever is
shorter. Maintenance and repairs are charged to operations as incurred, while
significant improvements are capitalized. Upon retirement or disposition of
property, the asset and related accumulated depreciation or amortization are
removed from the accounts and any resulting gain or loss is charged to
operations.

     Patents and Trademarks--The costs of acquiring patents and trademarks are
amortized on a straight-line basis over their estimated useful lives, ranging
from seven to seventeen years. Amortization expense for the years ended December
31, 1998, 1999 and 2000 was $98,000, $99,000 and $121,000, respectively.

     Income Taxes--The Company accounts for taxes under SFAS No. 109,
"Accounting for Income Taxes". Under this statement, deferred tax assets and
liabilities represent the tax effects, calculated at currently effective rates,
of future deductible taxable amounts attributable to events that have been
recognized on a cumulative basis in the financial statements.

     Earnings Per Share--Earnings per share-basic is based upon the weighted
average number of shares outstanding. Earnings per share-diluted is based on the
weighted average shares outstanding including the dilutive effect of common
stock equivalents. (See Note 8)

     Accounts Receivable--Increases to the allowance for doubtful accounts
totaled $177,000, $183,000 and $133,000 for the years ended December 31, 1998,
1999 and 2000, respectively. Write-offs against the allowance for doubtful
accounts totaled $67,000, $25,000 and $31,000 for the years ended December 31,
1998, 1999 and 2000, respectively.

     Use of Estimates--The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United Sates
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. Actual results could differ
from those estimates.

     Recent Pronouncements--In June 1998 and June 1999, the AICPA issued SFAS
No. 133 "Accounting for Derivative Instruments and Hedging Activities" and SFAS
No.137, which delayed the effective date of SFAS No. 133 and required its
adoption beginning January 1, 2001. The Company adopted this standard in January
2001 and the Company does not expect its implementation to have a significant
impact on the Company's financial position or results of operations.

     In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
No. 101).  SAB No. 101

                                      F-8
<PAGE>

expresses the views of the SEC staff in applying accounting principles generally
accepted in the United States to certain revenue recognition issues. The Company
adopted the provisions of SAB No. 101 in the fourth quarter of fiscal 2000 and
its adoption did not have a material impact on its financial position or its
results of operations.

     Reclassifications--Certain prior year balances have been reclassified to
conform to the current year presentation.

2.  Inventories

     Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                                             December 31,
                                                                          -----------------

                                                                           1999      2000
                                                                          -------   -------
<S>                                                                      <C>        <C>
          Raw material...........................................         $ 3,705   $ 3,345
          Work in process........................................             645       582
          Finished goods.........................................           3,578     5,508
                                                                          -------   -------
          Total inventories......................................         $ 7,928   $ 9,435
                                                                          =======   =======

</TABLE>

3.  Property and Equipment

     Property and equipment consisted of the following (in thousands):

<TABLE>
                                                                             December 31,
                                                                          -----------------
                                                                            1999     2000
                                                                          -------   -------
<S>                                                                      <C>        <C>
          Furniture, machinery and equipment.........................     $ 4,450   $ 5,090
          Leasehold improvements.....................................         212       212
                                                                          -------   -------
                                                                            4,662     5,302
          Less accumulated depreciation and amortization.............      (3,103)   (3,670)
                                                                          -------   -------
          Property and equipment, net................................     $ 1,559   $ 1,632
                                                                          =======   =======
</TABLE>

     Depreciation and amortization expense charged to operations amounted to
$436,000, $531,000 and $567,000 for the years ended 1998, 1999, and 2000,
respectively. Included in property and equipment are assets financed under
capital leases with a net book value of $412,000 and $267,000 at December 31,
1999 and 2000 respectively.

4.  Lines of Credit

     The Company maintains a $5,000,000 domestic revolving line of credit with
Wells Fargo Bank, N.A., at a fluctuating rate per annum equal to the prime rate
in effect from time to time or at a fixed rate per annum determined by the bank
to be 2.0% above LIBOR in effect on the first day of the applicable fixed rate
term (8.5% at December 31, 2000).  This commitment will expire on June 1, 2002

     The Company also has a $1,000,000 non-revolving commitment from Wells Fargo
Bank, N.A. to be used to finance the Company's purchases of equipment.  This
line carries a fluctuating interest rate per annum equal to the prime rate in
effect from time to time or at a fixed rate per annum determined by Wells Fargo
to be 2.25% above LIBOR in effect on the first day of the applicable fixed rate
term (8.5% at December 31, 2000). This commitment will expire on June 1, 2001.

                                      F-9
<PAGE>

     Both commitments are secured by all of the Company's assets and require the
Company to meet certain financial covenants, all of which were satisfied at
December 31, 2000.

     The Company had no borrowings on any of the above-mentioned lines in the
current year.

5.  Long-Term Debt and Capital Leases

     Bank Loans--The Company's Japanese subsidiary, Interlink Electronics, KK,
maintains unsecured loans with four banks. The loans carry a weighted average
interest rate of 2.6% and are payable in monthly installments through the year
2006. The combined balance outstanding as of December 31, 1999 and 2000 was
$1,596,000 and $4,515,000, respectively.

     Capital Lease Obligations--The Company had an equipment lease financing
agreement for the purchase of equipment. Terms include a standard payment
schedule of up to 48 months at an effective interest rate of 8.35%.

     At December 31, 2000, scheduled maturities of long-term debt and capital
lease obligations for the next five years and thereafter are as follows (in
thousands):

                                                           Debt     Leases
                                                          -------   ------
          2001.......................................     $ 2,049   $  120
          2002.......................................         687       52
          2003.......................................         707       --
          2004.......................................         550       --
          2005.......................................         390       --
          Thereafter.................................         327       --
                                                          -------   ------
                                                            4,710      172
          Less amount representing interest..........        (195)     (10)
                                                          -------   ------
          Present value of minimum payments..........       4,515      162
                                                          -------   ------
          Less current portion.......................      (1,968)    (111)
                                                          -------   ------
          Long term portion..........................     $ 2,547   $   51
                                                          =======   ======

6.  Capitalization

     Preferred Stock--The Company is authorized to issue up to 100,000 shares of
Preferred Stock. As of December 31, 1999 and 2000, none were issued or
outstanding. In the future, the Preferred Stock may be issued in one or more
series with such rights and preferences as may be fixed and determined by the
Board of Directors.

     Common Stock--The Company is authorized to issue 50,000,000 shares of
Common Stock.

     On March 20, 2000, the Company effected a three-for-two stock split by
means of a stock dividend to its stockholders. All share information in these
financial statements give retroactive effect to the stock split.

7.  Stock Options

     Under the terms of the Company's Option Plans, officers and key employees
may be granted non-qualified or incentive stock options and outside directors
and independent contractors of the Company

                                      F-10
<PAGE>

may be granted non-qualified stock options. The aggregate number of shares which
may be issued under the plans is 7,026,225.

     Information concerning stock options under the plans is summarized as
follows (in thousands, except per share information):

<TABLE>
<CAPTION>


                                                   1998                1999                     2000
                                           -------------------   -------------------    -------------------
                                                     Wtd. Avg.              Wtd. Avg.              Wtd. Avg.
                                                     Exercise               Exercise               Exercise
                                           Shares     Price      Shares      Price      Shares       Price
                                           ------    --------    ------     --------    ------     --------
<S>                                      <C>          <C>        <C>         <C>        <C>         <C>
   Outstanding beginning of year.......    2,122       $3.75      3,082       $1.83      2,881      $ 2.19
   Granted.............................    3,729        2.14        583        3.71        960       24.50
   Exercised...........................      (21)       3.09       (729)       2.06       (696)       2.06
   Forfeited and expired...............   (2,748)       3.75        (55)       2.21       (151)      14.98
                                          ------                  -----       -----      -----      ------
   Outstanding end of year.............    3,082       $1.83      2,881       $2.19      2,994      $ 8.81
                                          ======       =====      =====       =====      =====      ======

   Exercisable end of year.............    1,474       $1.83      1,817       $2.03      2,132      $ 4.52
                                          ======       =====      =====       =====      =====      ======
</TABLE>
      The following table summarizes information about options outstanding at
December 31, 2000 (in thousands, except per share information):
<TABLE>
<CAPTION>
                                   Options Outstanding             Options Exercisable
                                -------------------------    --------------------------------
                                              Wtd. Avg.
                                              Remaining       Wtd. Avg.              Wtd. Avg.
                                             Contractual      Exercise               Exercise
Range of Exercise Prices          Number        Life            Price      Number      Price
                                  ------     -----------      --------     ------    --------
<S>                              <C>         <C>             <C>           <C>       <C>
   $1.83......................    1,661          2.7          $ 1.83       1,649      $ 1.83
   3.08-3.83..................      334          3.2            3.23         220        3.21
   5.50 - 5.67................      102          3.7            5.50          52        5.50
   15.50 - 20.00..............      359          4.7           16.96          45       17.93
   29.00......................      538          4.1           29.00         166       29.00
                                  -----          ---          ------       -----      ------
                                  2,994          3.3          $ 8.81       2,132      $ 4.52
                                  =====          ===          ======       =====      ======
</TABLE>

  The weighted average fair value at date of grant for options granted during
1998, 1999 and 2000 was $1.33, $1.91 and $17.88 per option, respectively. The
fair value of options at the date of grant was estimated using the Black-Scholes
model with the following weighted average assumptions:

<TABLE>

                                                                                                1998         1999         2000
                                                                                                ----         ----         ----
<S>                                                                                            <C>          <C>          <C>
Expected life (years)..................................................................            4            4            4
Interest rate..........................................................................          6.0%         5.8%         6.2%
Volatility.............................................................................           79%          60%          95%
Dividend yield.........................................................................            0%           0%           0%
</TABLE>

     The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees", and related interpretations in accounting for
its stock option plans. Accordingly, no compensation cost has been recognized
for these plans. Had compensation cost for the Company's plans been determined
based on the fair value at the grant dates for awards under the plans consistent
with the method of SFAS No. 123, "Accounting for Stock-Based Compensation",

                                      F-11
<PAGE>

the Company would have recorded stock-based compensation expense as follows (in
thousands except per share information):

<TABLE>
<CAPTION>
                                                                   1998        1999        2000
                                                                 -------      ------     -------
<S>                                                             <C>          <C>        <C>
Net income (loss) - as reported............................      $   402      $2,108     $ 3,108
                  - pro forma..............................       (1,198)        294      (3,180)
Basic earnings (loss) per share - as reported..............      $  0.05      $ 0.26     $  0.35
                                - pro forma................        (0.15)       0.04       (0.36)
Diluted earnings (loss) per share - as reported............      $  0.05      $ 0.21     $  0.28
                                  - pro forma..............        (0.15)       0.03       (0.36)
</TABLE>

8.  Earnings Per Share

     For all periods presented, per share information was computed pursuant to
provisions of SFAS No. 128 "Earnings Per Share." The computation of earnings per
share--basic is based upon the weighted average number of common shares
outstanding during the periods presented. Earnings per share--diluted also
includes the effect of common shares contingently issuable from options and
warrants (in periods which they have a dilutive effect).

     Common stock equivalents are calculated using the treasury stock method.
Under the treasury stock method, the proceeds from the assumed conversion of
options and warrants are used to repurchase outstanding shares, using a yearly
average market price.

     The following table contains information necessary to calculate earnings
per share (in thousands):

<TABLE>
<CAPTION>

                                                                         Year Ended December 31,
                                                                       ----------------------------
                                                                         1998       1999      2000
                                                                        -----      ------    ------
<S>                                                                     <C>        <C>       <C>
          Weighted average shares outstanding.......................    7,818       8,016     8,892
          Effect of diluted securities; options and warrants........       --(1)    1,998     2,238
                                                                        -----      ------    ------
          Weighted average shares--diluted..........................    7,818      10,014    11,130
                                                                        =====      ======    ======
</TABLE>
-----------

(1)  The diluted share calculation result was anti-dilutive.  Thus, the primary
     weighted average shares were used.

9.  Commitments and Contingencies

     Operating Leases--The Company leases its main facility and certain
equipment under operating leases expiring through 2003. Rent payments totaled
approximately $239,000, $357,000 and $470,000 for 1998, 1999 and 2000,
respectively. Minimum lease commitments at December 31, 2000 are summarized as
follows (in thousands):

          2001................................   $452
          2002................................    284
          2003................................    168
                                                 ----
                                                 $904
                                                 ====

                                      F-12
<PAGE>

     Legal Matters--From time to time, the Company is involved in various legal
actions which arise in the ordinary course of business. The Company does not
believe that losses incurred, if any, will have a significant impact on the
Company's financial position or results of operations.

10.  Income Taxes

     As of December 31, 2000, the Company had federal income tax net operating
loss carryforwards of approximately $12.8 million expiring through 2020.

     The Company has total net deferred tax assets as follows (in thousands):
<TABLE>
<CAPTION>
                                                 1999       2000
                                                -------   --------
<S>                                             <C>       <C>
Deferred tax assets:
 Net operating loss carryforward............... $ 5,317   $ 10,064
 Credits.......................................     120        168
 Accruals......................................     179         39
 Reserves......................................     483        581
  Depreciation on Amortization.................     418        367
  Other........................................    (148)         6
                                                -------   --------
   Total deferred tax assets...................   6,369     11,225
  Valuation allowance..........................  (6,369)   (10,625)
                                                -------   --------
    Net deferred tax assets.................... $    --   $    600
                                                =======   ========

</TABLE>
     A valuation allowance is recorded if the weight of available evidence
suggests it is more likely than not that some portion or all of the deferred tax
asset will not be recognized.

     The provision (benefit) for income taxes for the years ended December 31,
1998, 1999 and 2000 are as follows (in thousands):
<TABLE>
<CAPTION>
                                                  1998    1999    2000
                                                  -----   -----   -----
<S>                                               <C>     <C>     <C>
     Current taxes:
     Federal...................................   $  --   $  --   $  48
     State.....................................      --      --      89
     Foreign...................................      --     252     189
                                                  -----   -----   -----
        Sub Total..............................      --     252     326
     Deferred taxes:
     Federal...................................      --      --    (408)
     State.....................................      --      --    (192)
                                                     --   -----   -----
     Provision (benefit) for income taxes......   $  --   $ 252   $(274)
                                                  =====   =====   =====
</TABLE>
     Differences between the provision for income taxes and income taxes at
statutory federal income tax rate for the years ended December 31, 1998, 1999
and 2000 are as follows (in thousands):

<TABLE>
<CAPTION>

                                                                1998      1999       2000
                                                                -----     -----    -------
<S>                                                            <C>       <C>      <C>
Income taxes at the statutory federal rate.................     $ 137     $ 802    $   964
State income taxes, net of federal income tax effect.......        24       142        170
Foreign taxes at rates different than U.S. taxes...........        --        12         14
</TABLE>

                                      F-13
<PAGE>

<TABLE>

<S>                                                            <C>       <C>      <C>
Utilization of net operating losses........................      (161)     (704)    (1,422)
                                                                -----     -----    -------
     Total provision for income taxes......................     $  --     $ 252    $  (274)
                                                                =====     =====    =======
</TABLE>

11.  Revenue Information

     Export Sales--The following table shows the breakdown of the Company's
export sales as a percentage of consolidated revenues.

<TABLE>
<CAPTION>
                                                                               Year Ended December 31,
                                                                               -----------------------
                                                                                   1999        2000
                                                                                   ----        ----
 <S>                                                                            <C>           <C>
     Asia..................................................................          62%        57%
     Europe and other......................................................           7%        15%
</TABLE>

     Major Customers--In 1998, sales to three customers constituted
approximately 15%, 14% and 10% of total revenues . In 1999, three customers
constituted approximately 14%, 12% and 11%, of total revenues. In 2000, no
single customer exceeded 10% of total revenues.

12.  Segment Information

     The Company has two separately managed business segments: (i) Business
Communications and (ii) Specialty Components and Other. The accounting policies
of the segments are the same as those described in the significant accounting
policies; however, the Company evaluates performance based on gross profit. The
Company does not allocate any other income, expenses or assets to these
segments. Reportable segment information for the years ended December 31, 1998,
1999 and 2000 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                        Specialty
                                                                                   Components and
                                                  Business Communications                   Other            Total
                                                  -----------------------          --------------            -----
1998
<S>                                                  <C>                           <C>                     <C>
  Revenue......................................                   $13,547                 $ 8,548          $22,095
  Gross profit.................................                     4,722                   3,419            8,141
1999
  Revenue......................................                   $17,693                 $10,413          $28,106
  Gross profit.................................                     6,139                   4,327           10,466
2000
  Revenue......................................                   $20,540                 $13,330          $33,870
  Gross profit.................................                     6,171                   8,246           14,417
</TABLE>

                                      F-14
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amended Report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Camarillo, State of California on June 13, 2001.

                              INTERLINK ELECTRONICS, INC.

                              By:  PAUL D. MEYER
                                 ------------------------------
                                  Paul D. Meyer
                                  Chief Financial Officer

                                      II-1