UNITED STATES
                        SECURITIES AND EXCHANGE COMMISION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB
(Mark One)
   [ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended     June 30, 2000
                                                 ------------------------------

   [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT
         For the transition period from         to______________

                         Commission file number 1-14072

                             PEN INTERCONNECT, INC.
        (Exact name of small business issuer as specified in its charter)

          UTAH                                        87-0430260
-------------------------------           --------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No)
incorporation or organization)

                      1601 Alton Parkway Irvine, Ca. 92606
               (Address of Principal Executive Offices) (Zip Code)

                                 (949) 798-5800
                           (Issuer's telephone number)

                                       N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 _____

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS
         Check whether the issuer filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court.
                                            Yes              No _____
                                               ------                 --------

                      APPLICABLE ONLY TO CORPORATE ISSUERS
         As of June 30,  2000 the  issuer  had  26,059,051  shares of its common
stock, par value $0.01 per share, issued and outstanding.
         Transitional Small Business Disclosure Format (check one):

                                                             Yes No X
                                                                -  ---


<PAGE>







                                   FORM 10-QSB

                             PEN INTERCONNECT, INC.

                                Table of Contents
                                                                           Page
PART I - FINANCIAL INFORMATION

Item 1   Financial Statements

                  Financial Information                                       3

                  Balance Sheets at June 30, 2000
                  (unaudited) and September 30, 1999                        4-5

                  Statements of Operations for the three months
                  ended June 30, 2000 and 1999 (unaudited) and                6
                  nine month periods ended June 30, 2000 and
                  1999 (unaudited)

                  Statements of Cash Flows for the nine months
                  ended June 30, 2000 and 1999 (unaudited)                  7-9

                  Notes to Condensed Financial Statements (unaudited)     10-14

Item 2            Management's Discussion and Analysis or
                  Plan of Operation                                       15-18

PART II - OTHER INFORMATION

Item 1            Legal Proceedings                                          18

Item 2            Changes in the Securities and Use of Proceeds              19

Item 3            Defaults Upon Senior Securities                            19

Item 4            Submission of Matters to a Vote of Security Holders        19

Item 5            Other Information                                          19

Item 6(a).        Exhibits                                                   19

Item 6(b).        Reports on Form 8-K                                        19

Signatures                                                                   20


                                       2
<PAGE>





                             PEN INTERCONNECT, INC.

                                     PART I

                              FINANCIAL INFORMATION

                 ITEM 1. INTERIM CONDENSED FINANCIAL STATEMENTS


Pen  Interconnect,  Inc. (the "Company"),  has included the unaudited  condensed
balance sheet of the Company as of June 30, 2000 and audited balance sheet as of
September 30, 1999 (the Company's most recent fiscal year),  unaudited condensed
statements of  operations  for the three and nine months ended June 30, 2000 and
1999, and unaudited condensed statements of cash flows for the nine months ended
June 30, 2000 and 1999,  together with unaudited condensed notes thereto. In the
opinion of  management  of the Company,  the  financial  statements  reflect all
adjustments, all of which are normal recurring adjustments, considered necessary
to fairly present the financial condition,  results of operations and cash flows
of the Company for the  interim  periods  presented.  The  financial  statements
included in this report on Form 10-QSB  should be read in  conjunction  with the
audited  financial  statements of the Company and the notes thereto  included in
the annual report of the Company on Form 10-KSB for the year ended September 30,
1999.  The results of operations for the nine months ended June 30, 2000 may not
be indicative of the results that may be expected for the year ending  September
30, 2000,  in light of the  Company's  discontinuation  of  electronic  contract
manufacturing operations and its intent to merge with perFORMplace.com.


                                       3
<PAGE>


                             Pen Interconnect, Inc.

                                 BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                                                                    June 30,         September 30,
                                                                                      2000                1999
                                                                                 ----------------   ------------------
                                                                                   (unaudited)
CURRENT ASSETS
<S>                                                                                       <C>               <C>
      Cash and cash equivalents                                                           $2,752            $ 177,214
      Escrowed investor cash (Note F)                                                     20,697                    0
      Trade accounts less allowance for
         doubtful accounts of $0 at June 30, 2000 and $1,890,576                               0            2,708,567
      at September 31, 1999
      Other receivables                                                                    3,506
      Current maturities of notes receivable                                             115,000              575,112
      Inventories                                                                              0            4,250,661
      Prepaid expenses and other current assets                                           12,857              130,977
                                                                                 ----------------   ------------------

                 Total current assets                                                    154,812            7,842,531


PROPERTY AND EQUIPMENT, AT COST
      Production equipment (including capitalized leased                                       0            1,450,494
      equipment of $450,390)
      Furniture and fixtures                                                               1,028              167,169
      Transportation equipment                                                                 0               22,149
      Leasehold improvements                                                                   0              273,733
                                                                                 ----------------   ------------------

                                                                                           1,028            1,913,545

      Less accumulated depreciation                                                          129              376,681
                                                                                 ----------------   ------------------

                                                                                             899            1,536,864

OTHER ASSETS
      Notes receivable, less current maturities                                                0              150,000
                                                                                 ----------------   ------------------

                 Total other assets                                                            0              150,000
                                                                                 ----------------   ------------------

                                                                                         155,712           $9,529,395
                                                                                 ================   ==================

</TABLE>



         The accompanying notes are an integral part of these statements.

                                       4
<PAGE>


                             Pen Interconnect, Inc.

                           BALANCE SHEETS - CONTINUED

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                    June 30,         September 30,
                                                                                      2000                1999
                                                                                 ----------------   ------------------
                                                                                   (unaudited)
CURRENT LIABILITIES
<S>                                                                              <C>
      Line of credit                                                             $                   $     4,436,562
                                                                                               0
      Current maturities of long-term obligations                                         55,545           1,682,478
      Current maturities of capital leases                                                     0             122,759
      Accounts payable                                                                 3,218,595           3,961,412
      Accrued liabilities                                                                496,655             837,261
                                                                                 ----------------   ------------------

                 Total current liabilities                                             3,770,795          11,040,472

CAPITAL LEASE OBLIGATIONS, less
      current maturities                                                                       0             299,051
                                                                                 ----------------   ------------------

                 Total liabilities                                                     3,770,795          11,339,523

STOCKHOLDERS' EQUITY
      Convertible preferred stock, $0.01 par value
           Authorized 5,000,000 shares, Series A: 160
           issued and outstanding at June 30, 2000;
      1800                issued and outstanding at September 30,                              2                  18
      1999                                                                                     8                  10
           Series B: issued and outstanding 862 shares
      Common stock, $0.01 par value,
           authorized 50,000,000 shares, issued and
           outstanding 26,059,051 shares at June 30,
           2000 and 9,638,114 at September 30, 1999                                      260,591              96,381
      Additional paid-in capital                                                      18,764,183          17,447,876
      Accumulated deficit                                                            (22,639,867)        (19,354,413)
                                                                                 ----------------   ------------------

                 Total stockholders' equity (deficit)                                 (3,615,083)         (1,810,128)
                                                                                 ----------------   ------------------

                                                                                        $155,712          $9,529,395
                                                                                 ================   ==================

</TABLE>

         The accompanying notes are an integral part of these statements.
                                       5


<PAGE>


                             Pen Interconnect, Inc.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     Three months ended                      Nine months ended

                                              ----------------------------------      --------------------------------
                                                 June 30,           June 30,            June 30,          June 30,
                                                   2000               1999                2000              1999
                                              ----------------   ---------------      --------------    --------------
<S>                                                     <C>          <C>                      <C>         <C>
Net sales                                               $   0        $5,098,525               $   0       $12,684,444
Cost of sales                                               0         4,205,910                   0        11,221,585
                                              ----------------   ---------------      --------------    --------------
      Gross profit                                          0           892,615                   0         1,462,859
Operating expenses
     Sales and marketing                                    0            22,002                   0           139,414
     Research and development                               0            41,148                   0           303,650
     General and administrative                       735,473           517,517           1,347,935         2,564,985
     Depreciation and amortization                         26            81,952                  78           301,898
                                              ----------------   ---------------      --------------    --------------

     Total Operating Expenses                         735,499           662,619           1,348,013         3,309,947
                                              ----------------   ---------------      --------------    --------------

     Operating income (loss) from                   (735,499)           229,996         (1,348,013)       (1,847,088)
     continued operations

     Discontinued Operations:
     -----------------------
     Loss from operations of
     discontinued Powerstream Division
                                                                                          (288,645)
     Gain on sale of Powerstream Div                                                        186,643
     Loss from operations of
     discontinued InCirT Division                                                         (269,356)
     Loss on repossession of assets
     (Note D)                                        (78,019)                             (978,027)
     Loss on disposal of Cables Div                                                                       (1,507,059)
                                              ----------------   ---------------      --------------    --------------
     Loss from discontinued operations
                                                     (78,019)                           (1,349,385)

Other income (expense)
      Interest expense                               (39,970)          (96,947)           (348,072)         (485,437)
      Loss on impairment of investment
      in stock                                              0         (724,959)                   0         (724,959)
      Other income (expense), net                           0         (124,325)                   0         (354,112)
                                              ----------------   ---------------      --------------    --------------

                 Total other income                 (117,989)                             (348,072)       (3,071,567)
                 (expense)                                            (946,231)
                                              ----------------   ---------------      --------------    --------------
Earnings (loss) before income taxes                 (853,488)         (716,235)         (3,045,470)       (4,918,655)

Income tax expense                                          0                 0                 900                 0
                                              ----------------   ---------------      --------------    --------------

Net earnings (loss)                                $(853,488)        $(716,235)        $(3,046,370)     $ (4,918,655)
                                              ================   ===============      ==============    ==============
Earnings (loss) per common share
      Basic                                            $(.04)           $(0.19)             $(0.19)         $  (0.75)
      Diluted                                          $(.04)           $(0.19)             $(0.19)         $  (0.75)
Weighted average common shares
   outstanding
      Basic                                        23,511,340         7,693,650          15,626,845         6,538,820
      Diluted                                      23,511,340         7,693,650          15,626,845         6,538,820
</TABLE>

         The accompanying notes are an integral part of these statements.
                                       6

<PAGE>


                             Pen Interconnect, Inc.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                          Nine months ended
                                                                                   ---------------------------------
                                                                                      June 30,          June 30,
                                                                                        2000              1999
                                                                                   ---------------   ---------------

Increase (decrease) in cash and cash equivalents
    Cash flows from operating activities
<S>                                                                                   <C>              <C>
        Net loss                                                                      $(3,046,370)     $ (4,918,655)
        Adjustments to reconcile net loss to net cash
           used in operating activities
            Depreciation and amortization                                                  90,489           301,898
            Bad debts                                                                           0            99,625
            Stock issued in exchange for services                                         573,055           524,377
            Interest on debenture conversion                                                    0           104,861
            (Gain) loss on disposal of divisions (Note A)                                (186,643)        1,507,059
            Loss on impartment of investment in stock                                           0           724,959
            Loss on transfer of assets  (Notes A & D)                                     978,027                 0
            Changes in asset and liabilities
                 Trade accounts receivable                                                      0        (1,065,998)
                 Accounts receivable offset to customers' accounts payable              2,439,266                 0
                 Other receivables                                                         (3,506)
                 Inventories                                                                    0        (1,471,476)
                 Net assets transferred to lender                                       3,238,079                 0
                 Prepaid expenses and other assets                                        118,120            82,239
                 Accounts payable                                                        (457,094)          159,684
                 Accrued liabilities                                                     (340,606)         (181,618)
                                                                                   ---------------   ---------------

                       Net cash generated (used) in
                          operating activities                                          3,402,817        (4,691,792)
                                                                                   ---------------   ---------------

    Cash flows from investing activities
        Purchase of property and equipment                                                      0          (751,860)
        Return of capitalized lease equipment to vendor                                   419,159                 0
        Proceeds from the disposal of a division                                           74,324         1,075,000
        Issuance of notes receivable                                                     (115,000)         (611,169)
                                                                                   ---------------   ---------------

                       Net cash provided by (used in)
                          investing activities                                            378,483          (288,029)
                                                                                   ---------------   ---------------

</TABLE>



                                   (Continued)
                                       7

<PAGE>


                             Pen Interconnect, Inc.

                      STATEMENTS OF CASH FLOWS - CONTINUED
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                          Nine months ended
                                                                                  ----------------------------------
                                                                                     June 30,           June 30,
                                                                                       2000               1999
                                                                                  ----------------   ---------------
    Cash flows from financing activities
<S>                                                                                   <C>                  <C>
        Net change in line of credit                                                  (4,436,562)          (160,991)
        Net change in repossessed capitalized lease                                     (341,140)                 0
        Accrued dividends on preferred shares                                            180,930                  0
        Principal payments on long-term obligations                                     (167,786)          (900,000)
        Principal payments on capital lease obligations                                  (71,916)           (49,428)
        Proceeds from issuance of long-term obligations                                        0          1,303,547
        Proceeds from issuance of capital leases                                               0            395,648
        Discount on exercised common shares options                                      353,581                  0
        Discount on warrant conversion to common stock                                    89,941                  0
        Proceeds from sale of common stock                                               402,341            400,999
        Proceeds from issuance of short term note payable                                 55,546                  0
        Proceeds from issuance of preferred stock                                              0          2,800,000
                                                                                  ---------------    ---------------

                       Net cash provided (consumed) in financing activities           (3,935,065)         3,789,775

                                                                                  ----------------   ---------------

Net increase in cash and cash equivalents                                               (153,765)          (631,299)

Cash and cash equivalents at beginning of period                                         177,214            657,777
                                                                                  ----------------   ---------------

Cash and cash equivalents at end of period                                                23,449         $   26,478
                                                                                  ================   ===============

Supplemental  disclosures of cash flow  information  Cash paid during the period
for:
   Interest expense                                                                      $348,072       $   380,576
   Income tax expense                                                              $                 $
                                                                                              900                 0
</TABLE>


                                       8
<PAGE>

Noncash investing and financing activities
During the first nine months of FY 99 $1,401,429 of subordinated debentures were
converted  into 1,942,914  shares of common stock.  Along with the conversion on
the debentures,  $104,861 of unamortized interest on the subordinated debentures
was charged to interest expense.

During the third quarter of FY 99 675,000  shares of common stock were issued to
outside  consultants for services performed or to be performed.  Of this amount,
$524,377  has been  charged to expense  and the  balance  of  $232,110  has been
included in prepaid  expenses to be written off during the next three  months as
the service is provided. At the date of issuance,  the market value of the stock
issued was $756,487.

During the second quarter of FY 99,  $1,800,000 of Series A Preferred  Stock was
issued. Of this amount, $800,000 was used directly to pay off $800,000 of bridge
loans made to the Company during the first quarter of FY 99.

During the second  quarter of FY2000 Series A preferred  shareholders  converted
1419  preferred  shares into  7,848,661  common shares at an average  conversion
price of $.185 per common share.  Under the conversion  terms of the convertible
preferred shares, a holder has the right to convert preferred shares into common
shares at eighty-five (85%) percent of the average of the two lowest closing bid
prices  during  the last  twenty-two  (22)  consecutive  trading  days  prior to
conversion. Additionally, a preferred shareholder exercised warrants attached to
preferred  stock and received  313,866  common  shares in return for a waiver of
certain covenants relative to registration of the convertible  preferred shares.
The waiver was expensed at the value of the conversion of $89,941.

During the third quarter of FY2000 Series A and Series B preferred  shareholders
converted  359  preferred  shares  into  2,178,649  common  shares at an average
conversion  price of $0.165 per common share.  Under the conversion terms of the
convertible preferred shares, a holder has the right to convert preferred shares
into common shares at eighty-five (85%) percent of the average of the two lowest
closing bid prices  during the last  twenty-two  (22)  consecutive  trading days
prior to conversion.

During the first nine months of FY 2000, the Company has issued 1,455,000 common
shares to consultants who performed  various services for the Company in lieu of
cash payments.  The Company  recognized  $372,344 as outside  services  expense.
Additionally, the Company issued 917,328 common shares in settlement of deferred
compensation  liability  for  former  officers  and  recognized  $200,711.36  as
compensation expense.

Investments

The Company had an investment in the publicly  traded stock of another  company.
The stock was received in satisfaction of notes  receivable and has a guaranteed
minimum value of $7.4532 per share.  At September 30, 1998,  the market value of
the stock was approximately  $2.25 per share. During the third quarter of FY 99,
a  determination  was made the investment in TMCI stock with a net book value of
$724,959 was  permanently  impaired when the major lender of TMCI  foreclosed on
their  loan for  failure  to comply  with loan  covenants.  The  balance of this
investment was written off during the quarter ended June 30, 1999.


                                       9
<PAGE>


                             Pen Interconnect, Inc.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE A - ACQUISITIONS/DISPOSITIONS

       Laminating Technologies Inc.

       On December 23, 1998, the Company signed a definitive  agreement to merge
       with Laminating Technologies Inc. (LTI). On April 2, 1999 the Company and
       LTI mutually terminated this definitive agreement to merge.

       Cables To Go Inc.

       Effectively  January 31, 1999, the Company sold  substantially all of the
       assets and  certain  liabilities  of its Cable  Division to Cables To Go,
       Inc. (CTG). Net assets of $2,732,059 were sold for $1,075,000 in cash and
       a  royalty  payment  contingent  upon the  future  revenues  of the Cable
       Division.  $150,000 of the royalty  payment was  guaranteed  and has been
       recorded by the Company as a note  receivable from CTG. CTG agreed to use
       and compensate  the Company for an additional  $558,747 of the net assets
       contingent  upon  certain  of its future  operating  needs.  The  company
       originally  recorded a loss of  $948,312  upon  disposition  of the Cable
       Division  but  has  adjusted,  as of  September  30,  1999,  the  loss to
       $1,507,059 based on its present  determination  that CTG will not use nor
       compensate the Company for the additional net assets.

       Mobile Technology Inc.

       On  February  1, 1999 the  Company  signed a letter of intent with Mobile
       Technology  Inc. (MTI) to sell all assets and  liabilities of the MotoSat
       division. MTI's principal owner is James Pendleton, a former Chairman and
       CEO of the  Company.  Effective  September  30,  1999,  the Company  sold
       substantially  all the assets and liabilities of its MOTO-SAT Division to
       James Pendleton.  The net assets of $68,438 were sold in exchange for Mr.
       Pendleton's  agreement  to waive any claim to  post-employment,  deferred
       compensation  or retirement  benefits.  The Company  recognized a loss of
       $68,438 upon disposition of the MOTO-SAT Division.

       PowerStream Division

       On January 21st, 2000 the Company sold its  Powerstream  Division to Lund
       Instrument  Engineering of Orem, UT., which purchased  certain assets and
       assumed  certain  liabilities  of  PowerStream  Division.  Lund  remitted
       $74,324 to the  Company as a partial  payment  for the  acquisition.  The
       Company is to  receive  for three  years  royalties  of a) sixteen  (16%)
       percent  of the gross  profits  generated  from  sales  generated  from a
       contract with L3 Communications,  less any customer advances and b) eight
       (8%)  percent of gross  profits on all other sales  contracts in place at
       closing.  The Company  recognized  a gain of  $186,643  on the sale,  not
       including any possible future royalty payments.

       Pen Corporate and InCirT Division

       The  Company  had  been  operating   under  a  default  notice  with  its
       asset-based  lender,  Finova  Capital,  since  September  1999,  when the
       Company began seeking buyers for its two remaining divisions  PowerStream
       and InCirT. In February a Letter of Intent to sell the InCirT division to
       another  contract  manufacturer was terminated.  The Company  solicited a
       competitor  to  purchase  most of the assets and to  negotiate a supplier
       agreement  with the  Company's  largest  account  as part of a  voluntary
       foreclosure of all the remaining assets of the Company,  for which Finova
       had a perfected  security  interest.  The Company's June 30, 2000 balance
       sheet reflects the transfer of all  collateral  assets to Finova to which
       the Company has recognized an offset of the bank's line of credit balance
       and term loans owed by the Company. As required by FASB Statement 15, the
       Company  estimated  a loss on  transfer  of  assets of  $(900,008).  This
       estimate may change and is dependent upon the liquidation  value achieved
       in the disposition of the assets transferred to the lender.

NOTE B - INVENTORIES

       Inventories consist of the following:
        Allinventory  has  transferred  to Finova  Capital  on March 2, June 30,
           September 30, 2000 as part of voluntary foreclosure agreement.
                                                 2000              1999
                                            -------------    ----------------
        Raw materials (net of allowance)   $           0    $      2,684,238
        Work-in-process                                0           1,507,108
        Finished goods                                 0              59,315
                                            -------------    ----------------
                                           $           0    $      4,250,661
                                            =============    ================



                                       10
<PAGE>

NOTE C - BRIDGE LOANS

       During the 1st quarter of FY 1999,  the Company  secured two bridge loans
       both of which were to be repaid with funds to be received from the merger
       with LTI. The term of each loan was 90 days and carried an interest  rate
       of 8 percent.  One bridge loan was secured in November  for  $500,000 and
       the other in December for $400,000.  Both bridge loans were  subsequently
       repaid from proceeds  received from the issuance of preferred stock. (See
       Note F).

Note D - CREDIT FACILITY

       On March 3, 2000 the Company and its secured asset based  lender,  Finova
       Capital,  entered into a voluntary  foreclosure  in which all  collateral
       secured under Finova's  perfected  security  interest was  transferred to
       Finova to satisfy the  revolving  credit and term loans held by the bank.
       As of June 30,  2000  the  outstanding  line of  credit  and  term  loans
       amounted  to  $2,026,849.  Finova has sold some of the assets to ADTI,  a
       subsidiary of Comtel  Holdings for promissory  notes,  which will be paid
       down according to usage of inventory and periodic payments for equipment.
       The  Company's  loan will be reduced by the payments made by ADTI as well
       as collections of other accounts  receivable and sales of other inventory
       to third parties.  The Company's June 30, 2000 balance sheet reflects the
       transfer  of all  collateral  assets to Finova to which the  Company  has
       recognized an offset of the bank's line of credit  balance and term loans
       owed by the Company. In accordance with FASB 15, the Company recognized a
       loss on transfer of assets of $(900,008).

NOTE E - OPTIONS/WARRANTS TO PURCHASE COMMON STOCK

       During the first nine  months of FY 1999 the Company  issued  warrants to
       purchase  1,230,000  shares of the Company's  common stock.  All warrants
       were issued at an exercise price,  which was equal to or above the market
       price at the time of issuance.  The following table outlines the features
       of these warrants:

                                       11

<PAGE>


            Number of             Exercise            Expiration
             Warrants              Price                 Date
          ----------------     -------------      -------------------
                150,000             $1.000               October 2002
                125,000             $0.875               October 2002
                215,000             $0.875              November 2001
                100,000           $1.3700               February 2002
                125,000           $0.0875                October 2003
                160,000           $1.2800               February 2002
                160,000           $0.8600                  April 2002
                 25,000           $0.8000                    May 2001
                 20,000           $1.0000                   June 2003
                 25,000           $1.0000                   June 2002
                125,000           $0.8000                 August 2004


       During the first nine months of FY 1999 the Company issued  non-qualified
       options to  employees to purchase  335,000  shares of common  stock.  All
       options  granted were at an exercise  price,  which was equal to or above
       the market price at the time of issuance.  The following  table  outlines
       the features of these options:


           Number of             Exercise            Expiration
            Warrants              Price                 Date
         ----------------     -------------      --------------------
                  60,000          $0.8000                  March 2004
                 250,000          $0.8000                  April 2004
                  25,000          $1.0000                   June 2004


       During the second  quarter of FY 1999,  the  Company  issued  warrants to
       purchase  160,000 shares of common stock in conjunction  with the issuing
       of Series A Preferred  Stock. The terms of the conversion of the warrants
       to shares of common stock are discussed in Note F.

       In March 2000 the Board of  Directors  approved  the  issuance of 430,000
       five-year  options  shares to key employees at an exercise  price of $.30
       per share - the market price at the time of issuance.  Additionally,  the
       Board approved 492,500 option shares  previously issued to Mr. Stephen J.
       Fryer  and  105,000  option  shares  previously  issued  to  Mr.  Mehrdad
       Mobasseri  become fully vested and  re-priced to market price of $.30 per
       common share.

       In March 2000 the Board of  Directors  approved  the  issuance of 100,000
       warrants  be issued to each of the  members  of the Board at an  exercise
       price of $.30 per common share.

       Options  representing  275,000  common shares were  exercised in December
       1999 at a price of $.134 per share.  The option  shares  were  originally
       priced at $.30 per share.  Proceeds ($36,850) were utilized for corporate
       operations.

       During the second  quarter of FY2000,  certain  options were re-priced by
       the Company.  Options representing 1,876,668 common shares were exercised
       at a weighted average exercise price of $.097 per share,  which generated
       $182,866 in proceeds.  The Company  recognized  $294,171 in  compensation
       expense as a result of the options being exercised below market price.

       During  the second  quarter of FY 2000,  the  Company  re-priced  certain
       warrants as an inducement to exercise the warrants. Warrants representing
       965,000  common  shares were  exercised at an average  weighted  exercise
       price of $.125 per share.

                                       12
<PAGE>


       During the third quarter of FY2000, certain options were re-priced by the
       Company.  Options  representing 200,000 common shares were exercised at a
       weighted  average  exercise  price of $.15  per  share,  which  generated
       $30,000 in  proceeds.  The  Company  recognized  $13,760 in  compensation
       expense as a result of the options being exercised below market price.

       During  the third  quarter  of FY 2000,  the  Company  re-priced  certain
       warrants as an inducement to exercise the warrants. Warrants representing
       200,000  common  shares were  exercised at an average  weighted  exercise
       price of $.16 per share.

       In light of the financial condition of the Company and the Company's bank
       unwillingness  to  continue  funding  operations,  the  exercise  of  the
       warrants  and options was  completed  with the proviso  that the funds be
       escrowed  and that the use of funds be limited to keeping  the  Company's
       administrative  operations  in tact while the Company  found an qualified
       acquisition  for its previously  announced new business  strategy.  As of
       August 4, 2000 the Company  has  executed a merger  agreement  to acquire
       perFORMplace.com,  an Internet based entertainment  industry  application
       service provider.  Remaining  escrowed funds will be utilized for ongoing
       administrative  expenses and  professional  fees in conjunction  with the
       acquisition and required public filings.


Note F - Preferred Stock

       The Company issued two series of Preferred Stock.  Series A was issued in
       February 1999 consisting of 1,800 shares,  par value $0.01 per share, for
       $1,000 per share. Series B was issued in April 1999 at the same price but
       only 1,000 shares were issued.  As mentioned in Note C, part of the funds
       raised  from the  issuance  of this  stock  were used to repay the bridge
       loans made  earlier in the fiscal  year.  After  repayment  of the bridge
       loans and paying  $238,500 in fees and  expenses,  the net cash raised by
       the Company for operations was $1,665,500. Both series of Preferred Stock
       carry a 16 percent dividend rate, which is paid quarterly.

       Both  issuances of  Preferred  Stock are  convertible  into shares of the
       Company's  Common  Stock.  Each  share  of  Series A  Preferred  Stock is
       convertible  into an amount of shares of Pen Common Stock equal to $1,000
       divided  by the  average  of the two  lowest  closing  bid prices for Pen
       Common Stock during the period of 22 consecutive trading days ending with
       the last  trading day before the date of  conversion,  after  discounting
       that market  price by 15 percent  (the  "Conversion  Price").  During the
       first six  months the Board of  Directors  approved  a  reduction  of the
       maximum  Conversion  Price for the Series A Preferred  Stock and Series B
       Preferred Stock to $.53 from $1.17 and $.79 per share  respectively.  The
       reduction  was  granted to obtain a waiver in  relation  to the sale of a
       major  asset - InCirT  Technologies  Division.  The  shares  of  Series B
       Preferred Stock are convertible  into Common Stock at the same Conversion
       Price as the Series A Preferred Stock. Warrants to acquire 335,453 shares
       of Common  Stock at  conversion  prices  ranging from $0.86 to $1.434 per
       share  were also  issued to the  purchasers  of the Series A and Series B
       Preferred  Stock. The warrants expire three years from date the Preferred
       Stock and warrants were initially issued.

                                       13

<PAGE>

       During  the  second  quarter of FY2000  Series A  preferred  shareholders
       converted 1491 preferred shares into 7,848,661 common shares.

       During  the third  quarter  of  FY2000  Series A and  Series B  preferred
       shareholders converted 359 preferred shares into 2,178,649 common shares.

     Note G - Earnings (loss) per share

       Basic  earnings  (loss) per common  share is  computed  by  dividing  net
       earnings (loss) available to common  shareholders by the weighted average
       number of common shares outstanding during each period.  Diluted earnings
       per common  share are  similarly  calculated,  except  that the  weighted
       average number of common shares  outstanding  includes common shares that
       may be  issued  subject  to  existing  rights  with  dilutive  potential.
       Outstanding  options and warrants are not included in the  calculation in
       the loss periods because to do so would be anti-dilutive.

       For the three and nine months ended June 30, 2000, net loss  attributable
       to common  shareholders  includes  a  non-cash  imputed  dividend  to the
       preferred  shareholders  related to the beneficial  conversion feature on
       the 1999 Series A and Series B Preferred Stock and related warrants. (See
       Note F). The beneficial  conversion feature is computed as the difference
       between the market  value of the common stock into which the Series A and
       Series B Preferred  Stock can be converted and the value  assigned to the
       Series A and  Series B  Preferred  Stock in the  private  placement.  The
       imputed  dividend  is a one-time  non-cash  charge  against  the loss per
       common share.

Note G - Earnings (loss) per share - CONTINUED

       Basic and diluted  earnings  (loss) per common  share are  calculated  as
follows:

<TABLE>
<CAPTION>
                                                           Three months ended                   Nine months ended
                                                   -----------------------------------    ------------------------------
                                                       June 30,           June 30,          June 30,        June 30,
                                                         2000               1999              2000            1999
                                                   -----------------   ---------------    -------------   --------------

<S>                                                      <C>               <C>            <C>              <C>
Net earnings (loss)                                      $(853,488)        $(716,235)     $(3,046,370)     $(4,359,908)
Preferred dividends                                        (43,642)         (109,063)        (180,930)        (146,148)
Imputed dividend from beneficial                                  0         (626,262)                0        (626,262)
   conversion feature
                                                   -----------------   ---------------    -------------   --------------

           Net earnings (loss)                           $(809,846)      $(1,451,560)     $(2,865,440)     $(5,132,318)
           attributable to common
           stockholders
                                                   =================   ===============    =============   ==============
                Basic EPS
-------------------------------------------

Common shares outstanding entire period                  21,243,443         6,865,517        9,638,114        5,018,437

Weighted average common shares issued                     2,267,897           828,133        5,950,067        1,520,383
                                                   -----------------   ---------------    -------------   --------------

Weighted average commons shares                          23,511,340         7,693,650       15,588,181        6,538,820
   outstanding during period
                                                   =================   ===============    =============   ==============

Earnings (loss) per common share                          $   (.03)    $        (0.19)    $      (0.18)   $   (0.78)

               Diluted EPS
-------------------------------------------

Weighted average common shares
   outstanding during period - basic                     23,511,340         7,693,650       15,588,181        6,538,820

Dilutive effect of stock options and
   warrants                                                       0                 0                0                0
                                                   -----------------   ---------------    -------------   --------------

Weighted average common shares
   outstanding during period - diluted                   23,511,340         7,693,650       15,588,181        6,538,820
                                                   =================   ===============    =============   ==============

Earnings (loss) per common share -
   assuming dilution                                      $   (.03)        $   (0.19)        $  (0.18)         $   (0.78)

</TABLE>

                                       14
<PAGE>



NOTE H - SUBSEQUENT EVENTS

The  Company  on  August  4,  2000   entered  into  a  merger   agreement   with
perfORMplace.com,  which is subject to shareholder  ratification via proxy and a
shareholder  meeting. It is anticipated that the merger will be completed by the
end of October  2000.  However,  the two  companies  will  immediately  begin to
combine their resources and personnel in anticipation of an affirmative vote.

perFORMplace  is  a  business-to-business   Internet  company  operating  as  an
applications  service provider to the entertainment  industry.  It is focused on
becoming the global  online  creative  and  management  resource  center for the
entertainment  industry  including  motion  pictures,  television,   multimedia,
recording, commercial and live performances. It is establishing the first online
web  site to  facilitate  the  electronic  processing  of  union  contracts  for
entertainers.



                                       15



<PAGE>

         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


FORWARD-LOOKING   STATEMENTS.   This  report  contains  certain  forward-looking
statements  within the meaning of section 27A of the  Securities  Act of 1933 as
amended,  and section 21E of the  Securities  Exchange Act of 1934,  as amended,
that involve risks and uncertainties.  In addition, the Company may from time to
time make oral forward-looking statements.  Actual results are uncertain and may
be  impacted  by  the  following  factors.  In  particular,  certain  risks  and
uncertainties  that may impact the  accuracy of the  forward-looking  statements
with  respect to  revenues,  expenses  and  operating  results  include  without
limitation,   cycles  of  customer  orders,  general  economic  and  competitive
conditions and changing consumer trends,  technological  advances and the number
and timing of new product  introductions,  shipments of products and  components
from foreign suppliers, and changes in the mix of products ordered by customers.
As a result,  the actual results may differ  materially  from those projected in
the forward-looking statements.

Because  of  these,  other  factors  and the fact  that the  Company's  only two
remaining  divisions have been sold or liquidated  that may affect the Company's
operating  results,  past  financial  performance  should not be  considered  an
indicator of future performance,  and investors should not use historical trends
to anticipate results or trends in future periods.

The following  discussion and analysis  provides certain  information  which the
Company's  management believes is relevant to an assessment and understanding of
the Company's  results of operations  and financial  condition for the three and
nine months  ended June 30,  2000 and 1999.  This  discussion  should be read in
conjunction  with the  audited  financial  statements  of the  Company and notes
thereto included in the Annual Report of the Company on Form 10-KSB for the year
ended September 30, 1999.

General

Through  March  2,  2000 Pen  Interconnect,  Inc.  was a  provider  of  contract
manufacturing services for original equipment manufacturers. It built electronic
systems  and  subsystems  for  customers  in a  range  of  industries  including
computers,   consumer  electronics,   industrial  and  medical  instrumentation,
avionics,  communications,  and  semiconductor  applications.  In addition,  the
Company  provided custom design and  manufacturing  of battery  chargers,  power
supplies and uninterrupted  power supply systems.  Pen  Interconnect's  services
included product design and prototyping, systems assembly, software duplication,
packaging and warehousing.

Through March 2, 2000 Pen Interconnect,  Inc.  provided the total  manufacturing
solution including circuit design,  board design from schematic,  mechanical and
product design, prototype assembly,  volume board assembly,  system services and
end-user distribution.  The Company was incorporated under the laws of the State
of Utah on September 30, 1985. Pen Interconnect,  Inc. had support manufacturing
facilities in California and Utah.

During  the  second  quarter of FY2000  the  Company  announced  a change in its
strategic  direction in disposing of its contract  manufacturing  operations and
seeking  new  technologies,  with  specific  interest  in  Internet  business to
business  activities.  On March 29, 2000 the Company  announced the signing of a
letter of intent to acquire perFORMplace.com, a privately held Internet provider
of electronic  business-to-business  services to the entertainment industry. The
Company on August 4, 2000 entered into a merger agreement with perfORMplace.com,
which is  subject  to  shareholder  ratification  via  proxy  and a  shareholder
meeting.  It is  anticipated  that the merger  will be  completed  by the end of
October 2000. However, the two companies will immediately begin to combine their
resources and personnel in anticipation of an affirmative vote.

perFORMplace  is  a  business-to-business   Internet  company  operating  as  an
applications  service provider to the entertainment  industry.  It is focused on
becoming the global  online  creative  and  management  resource  center for the
entertainment  industry  including  motion  pictures,  television,   multimedia,
recording, commercial and live performances. It is establishing the first online
web  site to  facilitate  the  electronic  processing  of  union  contracts  for
entertainers.

Sale of Powerstream Division

On  January  21st,  2000 the  Company  sold  its  Powerstream  Division  to Lund
Instrument  Engineering of Orem, UT., which purchased certain assets and assumed
certain  liabilities  of  PowerStream  Division.  Lund  remitted  $74,324 to the
Company as a partial payment for the acquisition.  The Company is to receive for
three years royalties of a) sixteen (16%) percent of the gross profits generated
from sales generated from a contract with L3  Communications,  less any customer
advances and b) eight (8%) percent of gross profits on all other sales contracts
in place at closing.  The Company recognized a gain of $186,643 on the sale, not
including any possible future royalty payments.

                                       16

<PAGE>


Voluntary Foreclosure and Sale of Certain Assets

On March 3, 2000 the Company and its secured asset based lender, Finova Capital,
entered  into a voluntary  foreclosure  in which all  collateral  secured  under
Finova's  perfected  security  interest was transferred to Finova to satisfy the
revolving  credit  and term  loans  held by the  bank.  As of June 30,  2000 the
outstanding  line of credit and term loans  amounted to  $2,026,849.  Finova has
sold some of the assets to ADTI, a subsidiary of Comtel  Holdings for promissory
notes,  which will be paid down  according  to usage of  inventory  and periodic
payments for equipment.  The Company's loan will be reduced by the payments made
by ADTI as well as collections  of other accounts  receivable and sales of other
inventory to third parties.  The Company's March 31, 2000 balance sheet reflects
the  transfer  of all  collateral  assets to Finova  to which  the  Company  has
recognized an offset of the bank's line of credit balance and term loans owed by
the  Company.  In  accordance  with FASB 15,  the  Company  estimated  a loss on
transfer of assets of $(900,008);  the loss reflects the difference between book
value and estimated fair market value.

Results of Operations

Net sales. With the sale of Powerstream  Division and the voluntary  foreclosure
and sale of assets of InCirT Division during the second quarter of FY2000, which
represent  the only  operating  units of the Company,  and the fact that each is
accounted for in the financial  statements as  discontinued  operations and that
each  division's  operations  have not been  operational  since March 2, 2000, a
comparative  analysis  against  prior same  quarter  and prior same nine  months
periods is inappropriate.

Cost  of  sales.  With  the  sale of  Powerstream  Division  and  the  voluntary
foreclosure  and sale of assets of InCirT  Division during the second quarter of
FY2000,  which represent the only operating  units of the Company,  and the fact
that  each  is  accounted  for  in  the  financial  statements  as  discontinued
operations and that each division's  operations have not been operational  since
March 2, 2000, a comparative  analysis against prior same quarter and prior same
nine months periods is inappropriate.

Operating  expenses.  With the sale of  Powerstream  Division and the  voluntary
foreclosure  and sale of assets of InCirT  Division during the second quarter of
FY2000,  which represent the only operating  units of the Company,  and the fact
that  each  is  accounted  for  in  the  financial  statements  as  discontinued
operations,  a  comparative  analysis  against prior same quarter and prior same
nine months periods is inappropriate.

                                       17

<PAGE>


Other income and expenses. Other expenses decreased by $828,242 or 87.5% for the
three  months  ended June 30,  2000 as  compared to the same period in the prior
year. These expenses also decreased  $2,723,495 or 89% for the first nine months
of fiscal 2000 as compared to the same period in the prior year.  The reductions
were the  result of lower line of credit  borrowings,  the  non-recurrence  of a
write-down on investments in securities and lower securities  offering costs and
conversions.

Net earnings (loss) and earnings (loss) per share. Net loss for the third fiscal
quarter  ended June 30, 2000  totaled  ($853,488)  or ($0.04)  per basic  share,
compared  with a loss of  ($716,235)  or ($0.19)  per basic  share for the third
quarter of fiscal  year 1999.  The change in the loss per basic share of ($0.15)
is mostly  comprised of an increase in  continuing  and  discontinued  operating
losses of  approximately  $0.07 per share;  a $.11 per share  reduction of other
income and expenses and approximately  $0.11 per share decrease as a result of a
206% increase in the number of shares  outstanding.  The loss for the first nine
months of fiscal  year  2000 of  ($3,046,370)  or  ($0.19)  per basic  share was
($0.56)  per share less than that of the first nine  months of the prior  fiscal
year. The change in loss per basic share for this period was mostly comprised of
a reduction in operating losses from continuing operations of $0.08 per share, a
reduction  of $0.01 in losses from  discontinued  operations,  a $.325 per share
reduction  of other  income  and  expenses  and  approximately  $0.47  per share
decrease as a result of a 139% increase in the number of shares outstanding.

Liquidity and Capital Resources

During  the  first  three  months  of FY 2000 the  Company  sustained  losses of
$530,227.  Management  has taken  steps to correct  this  trend by  selling  the
PowerStream  division  during the second  quarter of FY 2000,  which incurred an
operating loss of approximately $215,000 during the first quarter.

The Company  has  previously  announced  its  intention  to seek a buyer for the
InCirT  Division,  which  incurred an operating loss of  approximately  $119,000
during the first  quarter of FY2000.  As of the end of February 2000 the Company
had  decided  that the sale of InCirT  Division  at book value or better was not
likely before Finova Capital foreclosed on the Company's assets. The Company and
Finova  negotiated  the sale of  certain  InCirT  Division's  assets to ADTI,  a
subsidiary of Comtel  Holdings under a prearranged,  voluntary  foreclosure  and
resale transaction on March 2, 2000.

As a result of the Company's lender  restricting loan advances during the second
and third quarter of FY2000 and foreclosure on March 2, 2000, the Company raised
additional  capital  during the quarter from the exercise of warrants  ($32,000)
and options  ($30,000).  In light of the financial  condition of the Company and
the Company's bank unwillingness to continue funding operations, the exercise of
the  warrants  and options  required  the funds be escrowed  and that the use of
funds be limited to keeping  the  Company's  administrative  operations  in tact
while the Company found an qualified  acquisition for its new business strategy.
As of August 4, 2000 the  Company  has  executed a merger  agreement  to acquire
perFORMplace.com,  an Internet based entertainment  industry application service
provider.  Remaining escrowed funds will be utilized for ongoing  administrative
expenses and professional  fees in conjunction with the acquisition and required
public filings.

                                       18

<PAGE>


Liquidity and Capital Resources - Continued

The Company's  management estimates that approximately $2 million may have to be
raised to  support  post  acquisition  activity  of  perFORMplace.com  until the
acquisition  reaches  a  positive  cash  flow  estimated  to be during FY 2001by
perFORMplace.com's  management.  This does not  include  any  payments  to trade
creditors of the former  operations of the Company.  The Company has an offer to
such creditors to replace  approximately $3 million in trade debt with 1 million
restricted   common  shares.  As  of  this  date  of  filing  this  Form  10QSB,
seventy-four  (74%)  percent  representing  approximately  $2.2  million  of the
outstanding trade debt have acknowledged in writing their willingness to convert
stock for debt.  The  Company  is  continuing  its  efforts to obtain a positive
response from the remainder of the trade creditors.

Inflation and Seasonality

The Company does not believe that its discontinued operations were significantly
impacted by inflation  or  seasonality.  It does not believe that the  operating
performance of its announced  acquisition in process of perFORMplace.com will be
significantly impacted by inflation or seasonality.


                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings.
         ------------------

From time to time the  Company  has been a party to  various  legal  proceedings
arising in the ordinary course of business.  As of the date of this filing,  the
Company and it's CEO,  Steve  Fryer,  are being sued by a former  officer of the
Company for fraud and misrepresentation.  Per the Company's legal counsel, there
are no grounds  for the lawsuit and there is no  expectation  that any  judgment
will be made against the Company.

During the first  three  quarters  of FY2000  lawsuits  were filed  against  the
Company:

1)       In January 2000,  McBride Electric Inc. obtained a judgment against the
         Company  for  $2,963 . As of this  writing  McBride  has  accepted  the
         Company's stock for debt offer, contingent upon the Company's receiving
         an acceptable acceptance rate on all other vendors.

2)       On October  28, 1999 Color Savvy  Systems,  Ltd.  filed suit to recover
         $165,750 in past due uncontested  vendor  obligations.  On February 16,
         2000 Color Savvy obtained a judgment against the Company for $165,783.

3)       On  February 9, 2000 Totex  Manufacturing  Inc.  file suit  against the
         Company to recover $169,404 in uncontested past due vendor obligations.
         As of this  writing  Totex has accepted  the  Company's  stock for debt
         offer, contingent upon the Company's receiving an acceptable acceptance
         rate on all other vendors.

4)       On February  15, 2000 Amistar  Corporation  suit against the Company to
         recover $95,733 in uncontested past due vendor obligations.  As of this
         writing  Amistar  has  accepted  the  Company's  stock for debt  offer,
         contingent upon the Company's  receiving an acceptable  acceptance rate
         on all other vendors.

5)       On March 1, 2000  Xstatic,  LLC.  filed  suit  against  the  Company to
         recover $21,549.90 uncontested past due vendor obligations.  As of this
         writing  Xstatic  has  accepted  the  Company's  stock for debt  offer,
         contingent upon the Company's  receiving an acceptable  acceptance rate
         on all other vendors.

6)       On March 21, 2000  Interworks  Computer  Products,  Inc.  filed suit to
         recover $35,771 in past due uncontested vendor obligations.

7)       On April 7, 2000 Wyle  Electronic  filed suit to recover  $90,437.87 in
         past due uncontested  vendor  obligations.  As of this writing Wyle has
         accepted  the  Company's  stock  for debt  offer,  contingent  upon the
         Company's receiving an acceptable acceptance rate on all other vendors.

8)       In July 2000 Force Electronics filed suit to recover $69,949.02 in past
         due uncontested vendor obligations.

                                       19


<PAGE>


Item 2.  Changes in the  Securities  and Use of  Proceeds.  During the first six
months the Board of  Directors  approved a reduction  of the maximum  Conversion
Price for the Series A Preferred Stock and Series B Preferred Stock to $.53 from
$1.17 and $.79 per share  respectively.  The  reduction  was granted to obtain a
waiver in relation to the sale of a major asset - InCirT Technologies Division.

During the third quarter of FY2000 Series A and Series B preferred  shareholders
converted 359 preferred shares into 2,178,649 common shares.

As a result of the Company's lender  restricting loan advances during the second
and third quarter of FY2000 and foreclosure on March 2, 2000, the Company raised
additional  capital  during the quarter from the exercise of warrants  ($32,000)
and options  ($30,000).  In light of the financial  condition of the Company and
the Company's bank unwillingness to continue funding operations, the exercise of
the  warrants  and options  required  the funds be escrowed  and that the use of
funds be limited to keeping  the  Company's  administrative  operations  in tact
while the Company found an qualified  acquisition for its new business strategy.
As of August 4, 2000 the  Company  has  executed a merger  agreement  to acquire
perFORMplace.com,  an Internet based entertainment  industry application service
provider.  Remaining escrowed funds will be utilized for ongoing  administrative
expenses and professional  fees in conjunction with the acquisition and required
public filings.

During the third  quarter of  FY2000,  certain  options  were  re-priced  by the
Company. Options representing 200,000 common shares were exercised at a weighted
average exercise price of $.15 per share,  which generated  $30,000 in proceeds.
The  Company  recognized  $13,760  in  compensation  expense  as a result of the
options being exercised below market price.

During the third quarter of FY 2000, the Company  re-priced  certain warrants as
an inducement to exercise the warrants.  Warrants  representing  200,000  common
shares were exercised at an average weighted exercise price of $.16 per share.

Item 3.  Defaults Upon Senior  Securities.  On March 3, 2000 the Company and its
secured asset based lender, Finova Capital, entered into a voluntary foreclosure
in which all collateral  secured under Finova's  perfected security interest was
transferred to Finova to satisfy the revolving credit and term loans held by the
bank. As of June 30, 2000 the outstanding line of credit and term loans amounted
to $2,026,849.

Item 4. Submission of Matters to a Vote of Security Holders. None during the
         quarter.

Item 5.  Other Information.   None

Item 6.  Exhibits and Reports on Form 8-K.  None

A.       Exhibits

         27  Financial Data Schedule

B.       Reports on Form 8-K  None.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                                     PEN INTERCONNECT, INC.

                                                     By:  /s/ Stephen J Fryer
--------------------------------------------             ---------------------
August 14, 2000                                      Stephen J. Fryer
Chairman, CEO and
                          Principal Accounting Officer


                                       20