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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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AMENDMENT NO. 1

TO

FORM 10-K



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(Mark One)

|x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2005
|- | -----------------------------------------------------------------------------------------------------------------------------



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 No. 000-31223



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Pemstar Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Minnesota                                                      |  | 41-1771227                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|3535 Technology Drive N.W. Rochester, Minnesota                |  | 55901                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code: (507) 288-6720



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Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 par value



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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.    x  Yes ̈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.  x



Indicate by check mark
whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    x  Yes ̈No



The aggregate market value of voting stock held by non-affiliates of the registrant, as of September 30, 2004, was approximately $84,886,862 (based on the last sale price of such stock as reported by the Nasdaq Stock Market National
Market).



The number of shares outstanding of the registrants common
stock, $.01 par value, as of May 31, 2005, was 45,194,881.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the
registrants Proxy Statement for the 2005 Annual Meeting of Shareholders to be held on August 4, 2005 are incorporated by reference into Part III.



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EXPLANATORY NOTE



This Form 10-K/A of Pemstar Inc. (together with its subsidiaries collectively referred to as we, us and
our) is being filed for the purpose of amending and restating the Report of Independent Registered Public Accounting Firm included in Part IIItem 9A of our Form 10-K for the fiscal year ended March 31, 2005. This Form 10-K/A
corrects several errors in the Report included in the Form 10-K, which was filed while still in a draft version due to a processing error by a third-party vendor. This Form 10-K/A also contains as exhibit 23.1 a consent from Grant Thornton LLP, our
independent registered public accounting firm, to incorporation by reference of their reports into our registration statements.



This Form 10-K/A contains only the sections of and exhibits to our Form 10-K for the year ended March 31, 2005, which are being amended and restated. The sections of and
exhibits to our Form 10-K as originally filed which are not included herein are unchanged and continue in full force and effect as originally filed.



PART II.



ITEM 9A. CONTROLS AND PROCEDURES



Note:
Item 9A in the Form 10-K, as originally filed, is unchanged except for the amendment and restatement of the Report of Independent Registered Public Accounting Firm set forth below.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Shareholders

Pemstar Inc.



We have audited managements
assessment, included in the accompanying Managements Report on Internal Control over Financial Reporting appearing under Item 9A, that Pemstar Inc. did not maintain effective internal control over financial reporting as of March 31, 2005,
because of the effect of material weaknesses identified in managements assessment based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the effectiveness of the internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.



A companys
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of its management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



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A material weakness is a control deficiency, or combination of control deficiencies, that results in more
than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses have been identified and included in managements assessment.



The Company has inadequate controls over financial reporting in the
Guadalajara, Mexico subsidiary. The Company restated its Form 10-K as of March 31, 2004 and its first quarter Form 10-Q as of June 30, 2004 as a result of previously reported incorrect account balances at this subsidiary. These adjustments were the
result of inadequate internal controls over financial reporting including lack of timely, reviewed and approved account reconciliations, lack of journal entry approvals, lack of appropriate documentation to support journal entries, lack of
appropriate segregation of duties and lack of proper account analysis and review.



The Company has inadequate controls related to certain critical monitoring controls. These include the insufficient review and documented approval of key business transactions such as purchase orders, customer orders,
journal entries, reconciliations, employee timecards, and changes to the chart of accounts. As a result of these weaknesses, timely account reconciliations were not prepared and reviewed.



These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit
of the 2005 financial statements, and this report does not affect our report dated June 13, 2005 on those consolidated financial statements.



In our opinion, managements assessment that Pemstar Inc. did not maintain effective internal control over financial reporting as of March 31, 2005,
is fairly stated, in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by COSO. Also, in our opinion, because of the effect of the material weaknesses described above on the achievement of the
objectives of the control criteria, Pemstar Inc. has not maintained effective internal control over financial reporting as of March 31, 2005, based on the criteria established in Internal ControlIntegrated Framework issued by COSO.



We do not express an opinion or any other form of assurance on
managements statements related to the Companys remediation plan.



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Pemstar Inc. as of March 31, 2005, and the related
consolidated statements of operations, shareholders equity, and cash flows for the year ended March 31, 2005 and our report dated June 13, 2005 expressed an unqualified opinion on those consolidated financial statements.



/s/ Grant Thornton LLP



Minneapolis, Minnesota

June 13, 2005







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PART IV.



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



Note: Item 15 in the Form 10-K, as originally filed, is unchanged except for the filing of (i) a consent of Grant Thornton LLP relating to their report on
managements assessment of internal control, and (ii) additional certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



|(a)(3) | Exhibits
|------ | --------



See Exhibit Index on the page following the Signature Page.



The Company agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any instrument defining the
rights of holders of long-term debt not being filed as an exhibit in reliance on Item 601(b)(4)(iii)(A) of Regulation S-K.



|(b) | Exhibits
|--- | --------



See Exhibit Index and Exhibits attached to this Report.







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Signatures



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of Minnesota.



|                    |  |              |  |                                     
|------------------- |  | ------------ |  | ------------------------------------
|                    |  | PEMSTAR INC.
|                    |  |             
|Date: June 14, 2005 |  | By:          |  | /s/ Allen J. Berning                
|                    |  |              |  | Allen J. Berning                    
|                    |  |              |  | Chairman and Chief Executive Officer



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                                |  |                                                                              |  |              
|--------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | -------------
|Signature                                                       |  | Title                                                                        |  | Date         
|/s/ Allen J. BerningAllen J. Berning                            |  | Chairman, Chief Executive Officer and Director (principal executive officer) |  | June 14, 2005
|                                                                |  |                                                                             
|*Roy A. Bauer                                                   |  | President, Chief Operating Officer and Director                              |  | June 14, 2005
|                                                                |  |                                                                             
|/s/ Greg S. LeaGreg S. Lea                                      |  | Chief Financial Officer and Director (principal
financial officer)           |  | June 14, 2005
|                                                                |  |                                                                             
|*Thomas A. Burton                                               |  | Director                                                                     |  | June 14, 2005
|                                                                |  |                                                                             
|*Kenneth E. Hendrickson                                         |  | Director                                                                     |  | June 14, 2005
|                                                                |  |                                                                             
|*Bruce M. Jaffe                                                 |  | Director                                                                     |  | June 14, 2005
|                                                                |  |                                                                             
|Wolf
Michel                                                     |  | Director                                                                     |  |              
|                                                                |  |                                                                             
|*Michael Odrich                                                 |  | Director                                                                     |  | June 14, 2005
|                                                                |  |                                                                             
|*Steven E. Snyder                                               |  | Director                                                                     |  | June 14, 2005
|                                                                |  |                                                                             
|*Larry R. Degen                                                 |  | Vice President, Principal Accounting Officer (principal accounting officer)  |  | June 14, 2005
|                                                                |  |                                                                             
|* /s/ Greg S. LeaGreg S. Lea, as attorney-in-fact for Directors |  |                                                                              |  | June 14, 2005



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EXHIBIT INDEX



|     |  |                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------
|23.1 |  | Consent of Grant Thornton LLP                                                                     
|31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



Pemstar will furnish a copy of any
exhibit upon a shareholders request and payment of reasonable expenses associated with furnishing the exhibit. Shareholders should submit requests to the attention of Bruce Borgerding, Pemstar Inc., 3535 Technology Drive NW, Rochester, MN
55901.