SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB/A

Exhibit 1 is amended to revise certain line items in the registrant's  statement
of income (with no change in net income or net income per share),  to revise the
statement  of the  registrant's  revenue  recognition  policy  in Note 2, and to
provide additional information in Notes 13 and 14.

         Annual Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                      For the year ended December 31, 2000

                         Commission file number 0-22136

                          MENLO ACQUISITION CORPORATION
             (Exact name of registrant as specified in its charter)



              Delaware                                           77-0332937
              --------                                           ----------
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                              Identification No.)




                       100 Misty Lane Parsippany, NJ 07054
                       -----------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone  number, including area code:(973) 560-1400
                                                            --------------
        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12 (g) of the Act:

                              Title of each class:
                              --------------------
                         Common stock $0.0001 par value

Indicate by check mark whether the registrant (1) has filed all reports required
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-B is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to the Form 10-KSB. [ ]



<PAGE>


                                  SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                 Menlo Acquisition Corporation
                                 (Registrant)


                                 By:  /s/ Richard S. Greenberg
                                      ---------------------
                                      Richard S. Greenberg
                                      Chairman of the Board

                                 Date:  February 5, 2002


In accordance  with 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.

           Name                   Title                         Date
           ----                   -----                         ----

                             Chairman of the Board,        February 5, 2002
                             Chief Executive Officer
                             and Director (principal
 /s/ Richard S. Greenberg    executive officer)
 ------------------------
 Richard S. Greenberg

                             President, General Counsel    February 5, 2002
/s/ Lawrence B. Seidman      and Director
-------------------------
 Lawrence B. Seidman

                             Chief Financial Officer       February 5, 2002
/s/Frank Russomanno          (principal financial and
-------------------------    accounting officer)
 Frank Russomanno

/s/ George Greenberg         Secretary and Director        February 5, 2002
-------------------------
George Greenberg


/s/ Daniel Lehrhoff          Director and Chairman of the  February 5, 2002
-------------------------    Audit Committee
Daniel Lehrhoff


/s/ Dennis Pollack           Director and Member of the    February 5, 2002
-------------------------    Audit Committee
Dennis Pollack