<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                  FORM 10-Q/A

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or  15(d)  OF THE SECURITIES
     EXCHANGE ACT OF 1934.

For the quarterly period ended:  March 31, 2000

                                 OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)  OF THE SECURITIES
     EXCHANGE ACT OF 1934.

For the transition period from                     to
                               -------------------    ---------------------


                        Commission file number  0-24242

                        PRODUCTIVITY TECHNOLOGIES CORP.
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

               Delaware                                13-3764753
-------------------------------------------------------------------------------
   (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
   Incorporation or Organization)


          206 South Main Street, 2nd Floor, Ann Arbor, Michigan 48104
          -----------------------------------------------------------
                    (Address of Principal Offices)(Zip Code)

Registrant's Telephone Number, Including Area Code       (734) 996-1700
                                                   --------------------------

            509 Madison Avenue, 4th Floor, New York, New York 10022
            -------------------------------------------------------
              Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report

     Indicate by check % whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes    X     No
    --------    --------

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes          No
                           --------    ----------

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 15, 2000:  2,475,000 shares, $ .001 par value common
stock.
<PAGE>

               PRODUCTIVITY TECHNOLOGIES CORP. AND SUBSIDIARIES

Productivity Technologies Corp. is filing this amendment to correct an error
made by its Edgar filer. In the Statement of Operations, the first digit in the
amount of Revenues and Cost of Revenues under the columns for the nine months
ended March 31, 2000 and March 31, 1999 was inadvertently dropped. Each of
these amounts was correctly reflected in Management's Discussion and Analysis
of Financial Condition and Results of Operations in the original filing. Only
Item 1 of Part 1 is being restated.


                         PART I: FINANCIAL INFORMATION

ITEM 1.  INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for Productivity Technologies Corp. ("PTC"
or the "Company") and its subsidiaries, Atlas Technologies, Inc. ("Atlas") and
Westland Control Systems, Inc. ("Westland"), have been prepared in accordance
with generally accepted accounting principles for interim financial information
and in accordance with instructions to Form 10-Q and Article 10 of Regulation S-
X.  Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted from the accompanying interim financial statements.  The
information furnished in the accompanying balance sheets, statements of
operations, stockholders' equity and cash flows, reflect all adjustments which
are, in the opinion of management, necessary for a fair presentation of the
aforementioned financial statements for the interim periods.  Operating results
for the three and nine months ended March 31, 2000, are not necessarily
indicative of the results that may be expected for the year ending June 30,
2000.

The aforementioned consolidated financial statements should be read in
conjunction with the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999.  Information provided includes the consolidated audited
financial statements, including footnotes for the year ended June 30, 1999 and
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

                                       2
<PAGE>

Productivity Technologies Corp. and Subsidiaries
Consolidated Balance Sheets (Unaudited)

<TABLE>
<CAPTION>
                                                                  March 31, 2000        June 30, 1999
<S>                                                               <C>                   <C>
Assets

Current assets
    Cash                                                             $   605,797          $   244,400
    Short-term investments, including accrued interest                   228,173              392,059
    Receivables, net of allowance for doubtful accounts                6,710,385            7,310,072
    Costs and estimated earnings in excess of billings on
    uncompleted contracts                                              9,899,581            9,714,477
    Inventories                                                        1,625,993              641,615

    Prepaid expenses and other                                           432,039              414,366
    Deferred income taxes                                                584,197              431,000
                                                                     -----------          -----------
Total current assets                                                  20,086,165           19,147,989
                                                                     -----------          -----------

Property and equipment
    Land                                                                 591,514              591,514
    Buildings and improvements                                         4,893,829            4,854,799
    Machinery and equipment                                            4,097,230            3,848,921
    Transportation equipment                                              31,500               31,500
                                                                     -----------          -----------
                                                                       9,614,073            9,326,734
         Less accumulated depreciation                                 1,937,118            1,483,000
                                                                     -----------          -----------
Net property and equipment                                             7,676,955            7,843,734
                                                                     -----------          -----------
Other assets

    Goodwill, net of accumulated amortization of
      $442,401 and $340,521                                            6,915,027            2,484,204
    Patents, net of accumulated amortization of $5,010                   744,990                   --
    Other assets                                                         566,097              632,053
                                                                     -----------          -----------
Total other assets                                                     8,226,114            3,116,257
                                                                     -----------          -----------
                                                                     $35,989,234          $30,107,980
                                                                     ===========          ===========
</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>

Productivity Technologies Corp. and Subsidiaries
Consolidated Balance Sheets (Unaudited)

<TABLE>
<CAPTION>
                                                                 March 31, 2000       June 30, 1999
<S>                                                             <C>                   <C>
Liabilities and stockholders' equity
Current liabilities
    Accounts payable                                                 $3,956,614          $1,879,817
    Accrued expenses
        Commissions payable                                             539,700             795,959
        Payroll and related withholdings                                299,302             239,536
        Other                                                         1,106,815           1,291,567

    Billings in excess of costs and estimated
      earnings on uncompleted contracts                                 111,491             348,049
    Current maturities of executive deferred
      compensation agreements                                           326,706             326,706
    Current maturities of long-term debt                                442,328             448,353
                                                                    -----------         -----------
 Total current liabilities                                            6,782,956           5,329,987

Executive deferred compensation agreements, less
   current maturities                                                   781,646           1,109,677
Long-term debt, less current maturities                              18,882,673          13,951,043
                                                                    -----------         -----------
Total liabilities                                                    26,447,275          20,390,707
                                                                    -----------         -----------

Stockholders' equity
    Common stock, .$001 par value, 20,000,000
      shares authorized; 2,475,000 shares outstanding                     2,475               2,475
    Additional paid-in capital                                        9,966,408           9,966,408
    Deficit                                                            (426,924)           (251,610)
                                                                    -----------         -----------
Total stockholders' equity                                            9,541,959           9,717,273
                                                                    -----------         -----------
                                                                    $35,989,234         $30,107,980
                                                                    ===========         ===========
</TABLE>

See accompanying notes to financial statements.


                                       4
<PAGE>

Productivity Technologies Corp. and Subsidiaries

Consolidated Statement of Operations ( Unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended                 Nine Months Ended
                                                  ---------------------------     ------------------------------
                                                    March 31,       March 31,       March 31,         March 31,
                                                      2000            1999            2000              1999
<S>                                             <C>                <C>             <C>              <C>
Revenues                                          $8,030,262       $8,193,888     $23,446,021      $24,194,140
Cost of Revenues                                   6,061,184        5,988,940      18,399,517       17,611,494
                                                  ----------       ----------      ----------       ----------
Gross profit                                       1,969,078        2,204,948       5,046,504        6,582,646
Selling, general and administrative expenses       1,651,711        1,773,725       4,595,426        5,678,402
                                                  ----------       ----------      ----------       ----------
Income from operations                               317,367          431,223         451,078          904,244
                                                  ----------       ----------      ----------       ----------
Other income ( expense)
    Interest income                                   24,744            5,621          49,296           45,047
    Interest expense                                (303,689)        (233,815)       (820,764)        (620,514)
    Miscellaneous                                     (7,726)         (10,050)         55,076           22,398
                                                  ----------       ----------      ----------       ----------
Total other expenses                                (286,671)        (238,244)       (716,392)        (553,069)
                                                  ----------       ----------      ----------       ----------
Income (Loss) before income taxes                     30,696          192,979        (265,314)         351,175
Income tax expense (benefit)                          11,000           46,839         (90,000)          92,500
                                                  ----------       ----------      ----------       ----------
Net income (loss)                                    $19,696         $146,140       ($175,314)        $258,675
                                                  ==========       ==========      ==========       ==========
Basic and Diluted Earnings per share                   $0.01            $0.06          ($0.07)           $0.11
                                                  ==========       ==========      ==========       ==========
Weighted average number of
common shares outstanding                          2,475,000        2,425,000       2,475,000        2,425,000
</TABLE>

See accompanying notes to financial statements.


                                       5
<PAGE>

Productivity Technologies Corp. and Subsidiaries
Consolidated Statement of Stockholders' Equity (Unaudited)



<TABLE>
<CAPTION>
                                Common  Stock       Additional                     Total
                          -----------------------    Paid-In                    Stockholders'
                           Shares         Amount     Capital         Deficit       Equity
<S>                     <C>          <C>          <C>            <C>           <C>
Balance July 1, 1999      2,475,000       $2,475    $9,966,408      $(251,610)   $9,717,273

Net loss (unaudited)             --           --           --       $(175,314)   $ (175,314)
                          ---------        ------    ----------     ---------    ----------
March 31, 2000            2,475,000        $2,475    $9,966,408     $(426,924)   $9,541,959
                          =========        ======    ==========     =========    ==========
</TABLE>

See accompanying notes to financial statements.


                                       6
<PAGE>

Productivity Technologies Corp. and Subsidiaries
Consolidated Statements of Cash Flows  (Unaudited)


<TABLE>
<CAPTION>
                                                                  Nine Months  Ended
                                                          --------------------------------
                                                              March 31,       March 31,
                                                                2000            1999
                                                                ----            ----
<S>                                                        <C>            <C>
 Cash flows from operating activities
    Net income (loss)                                       $  (175,314)   $   258,675
    Adjustments to reconcile net income (loss)to net cash
    Provided by (used in) operating activities:
        Depreciation                                            454,118        414,076
        Amortization                                            106,890         39,278
        Deferred income tax                                    (153,197)      (371,239)
    Changes in operating assets and liabilities:
        Receivables                                           1,399,687       (832,480)
        Inventories, prepaid expenses and other                (602,051)       227,083
        Costs and estimated earnings in excess of
          billings on uncompleted contracts, net effect        (421,662)    (1,902,676)
        Accounts payable, accrued expenses and other          1,695,552       (292,894)
                                                            -----------    -----------
Net cash provided by (used in) operating activities           2,304,023     (2,460,177)
                                                            -----------    -----------
Cash flows from investing activities
    Acquisition of Westland, net of borrowings                 (242,703)          --
    Collections on notes receivable                              65,956         86,415
    Proceeds from sale of short-term investments --net          163,886       (542,378)
    Expenditures for property and equipment                    (177,339)      (150,614)
    Increase in notes receivable                                   --          111,001
                                                            -----------    -----------
Net cash provided by (used in) investing activities            (190,200)      (495,576)
                                                            -----------    -----------
Cash flows from financing activities
    (Payments) or borrowings on revolving credit agreement   (1,424,395)       813,953
    Payments on executive deffered compensation agreement      (328,031)
    Proceeds from additions of long-term debt                      --          153,357
                                                            -----------    -----------
Net cash provided by (used in) financing activities          (1,752,426)       967,310
                                                            -----------    -----------
Net increase (decrease) in cash                                 361,397     (1,988,443)
Cash at the beginning of the period                             244,400      2,172,457)
                                                                   --             --
                                                            -----------    -----------
Cash at the end of the period                               $   605,797    $   184,014
                                                            ===========    ===========
Supplemental cash flow Information
    Cash paid during the period for interest                $   820,764    $   620,514
    Cash paid during the period for income taxes                   --             --
</TABLE>


See accompanying notes to financial statements.


                                       7
<PAGE>

Notes to Consolidated Financial Statements (Unaudited)

1.    Basis of Presentation

The consolidated financial statements of Productivity Technologies Corp. (the
"Company" or "PTC") have been prepared in accordance with generally accepted
accounting principles for interim financial information and in accordance with
instructions to Form 10-Q and Article 10 of Regulation S-X.  Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted from
the accompanying interim financial statements.  The information furnished in the
accompanying balance sheets, statements of operations, stockholders' equity and
cash flows, reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the aforementioned financial statements for
the interim periods.  Operating results for the three and nine months ended
March 31, 2000 are not necessarily indicative of the results that may be
expected for the year ending June 30, 2000.

The consolidated financial statements should be read in conjunction with the
Company's annual report on Form 10-K for the fiscal year ended June 30, 1999 and
the current report on Form 8-K filed in May 2000 related to the Company's
purchase of Westland Control Systems, Inc.  Information provided includes the
consolidated audited financial statements, including footnotes for the year
ended June 30, 1999 and Management's Discussion and Analysis of the Company's
Financial Condition and Results of Operations.

2.   Summary of Significant Accounting Policies

History of the Company and Basis of Presentation

The Company was incorporated in June 1993 under the name Production Systems
Acquisition Corporation with the objective of acquiring an operating business
engaged in the production systems industry.   The Company completed an initial
public offering ("IPO") of common stock in July 1994 and raised net proceeds of
approximately $9.0 million.  In May 1996, the Company changed its name to
Productivity Technologies Corp. and acquired, through a merger, Atlas
Technologies, Inc. ("Atlas") as a wholly owned subsidiary.  On February 23,
2000, the Company purchased, through a wholly-owned subsidiary formed for this
purpose, substantially all of the assets of Westland Control Systems, Inc.
("Westland").

The accompanying financial statements include the consolidated accounts of PTC,
Atlas and Westland.  All significant intercompany accounts and transactions have
been eliminated upon consolidation.

Nature of Business

The Company operates in a single segment through its Atlas and Westland
subsidiaries.  Atlas is a leading innovator and supplier of quick die change,
flexible transfer, and stacking/destacking equipment used to automate automotive
and other metal stamping operations.  Atlas operates two manufacturing plants in
Fenton, Michigan and has sales and engineering offices in Michigan, Europe and
China.

Westland designs and manufactures custom electrical control panels primarily for
use in production machinery and machine tools utilized in automotive, adhesive &
sealant, food processing, and other industrial applications.  Westland operates
one manufacturing plant in Canton, Michigan, which is located less than one hour
from Atlas' plants in Fenton, Michigan.  The Canton plant comprises
approximately 29,000 square feet of manufacturing and assembly space and 11,000
square feet for offices.

Sales of Atlas products have principally been to automobile and automotive parts
manufacturers and appliance manufacturers.  Other customers include steel
service centers and manufacturers of lawn and garden equipment, office
furniture, heating, ventilation and air conditioning equipment, and large
construction equipment.  Sales to automotive related customers account for the
majority of sales.  Westland's customers participate in the automotive, food
processing, adhesive and sealant, and other industries.

                                       8
<PAGE>

Revenue and Cost Recognition

At Atlas, contract revenues from fixed price contracts, and the related contract
costs, are recognized using the percentage-of-completion method.  The
percentage-of-completion method measures the percentage of contract costs
incurred to date and compares these costs to the total estimated costs for each
contract.  The Company estimates the status of individual contracts when
progress reaches a point where experience is sufficient to estimate final
results with reasonable accuracy.  Contract costs include all direct material
and labor costs and those indirect costs related to contract performance, such
as indirect labor, supplies, repairs and depreciation costs.  Provisions for
estimated losses on uncompleted contracts are made in the period in which such
losses are determined.  Changes in job performance, job condition, estimated
profitability, and final contract settlement may result in revisions to costs
and income, and are recognized in the period the revisions are determined.
Revenues from time-and-material contracts are recognized currently as the work
is performed.   Westland recognizes sales and cost of sales upon shipment to the
customer.

Earnings Per Share

Earnings per share has been computed by dividing the income by the weighted
average number of common shares outstanding.  The per share amounts reflected in
the consolidated statements of operations are presented in accordance with
Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings per Share";
the amounts of the Company's "basic" and "diluted" earnings per share (as
defined in SFAS N. 128) are the same.


3.   Pro Forma Statements of Operations

The following unaudited pro forma statements of operations for the quarters and
nine months ended March 31, 2000 and 1999 are presented as if the Company had
completed the asset purchase of Westland on July 1, 1998. These unaudited pro
forma consolidated statements of operations do not purport to be indicative of
the results which actually could have been obtained had such transaction been
completed as of the assumed date or which may be obtained in the future. In
management's opinion, all adjustments necessary to reflect the asset purchase
have been made. These adjustments include the following: (1) The excess of the
purchase price over the fair value of assets purchased is allocated to goodwill.
Additional amortization of goodwill based on a 20-year life has been charged to
operations. (2) To record additional amortization of a patent acquired over its
remaining useful life of 16.67 years. (3) To record a decrease in wages paid to
the previous owner of Westland based on his new employment agreement. (4) To
record additional depreciation expense of machinery and equipment acquired. (5)
To record interest expense related to new borrowings associated with the asset
purchase, and (6) To record income tax effect of additional income at an
effective rate of 34% on taxable income.

                                       9
<PAGE>

Productivity Technologies Corp. and Subsidiaries
Consolidated Statement of Operations (Unaudited) PROFORMA

<TABLE>
<CAPTION>
                                                 PROFORMA              PROFORMA               PROFORMA           PROFORMA
                                              Quarter Ended         Quarter Ended         Nine Months Ended  Nine Months Ended
                                                 March 31,             March 31,              March 31,          March 31,
                                                   2000                  1999                   2000               1999
<S>                                            <C>                   <C>                   <C>               <C>
Net Sales                                       $9,074,394            $9,161,499             $ 28,706,653      $29,739,771
Cost of Sales                                    6,519,554             6,621,311               21,562,147       21,251,800
                                                ----------            ----------             ------------      -----------
Gross Profit                                     2,554,840             2,540,188                7,144,506        8,487,971
Selling, General and Administrative
  expenses, including officers' bonus            1,884,666            $2,167,905             $  5,545,987      $ 6,964,410
                                                ----------            ----------             ------------      -----------
Income from Operations                             670,174               372,283                1,598,519        1,523,561
                                                ----------            ----------             ------------      -----------
Other Income (Expenses)
          Interest Income                           24,744                 5,621                   49,296           45,047
          Interest Expense                        (441,569)             (408,415)            $ (1,234,404)     $(1,072,314)
          Miscellaneous                            (25,734)                6,432             $     68,547      $    92,467
                                                ----------            ----------             ------------      -----------
Total Other Expenses                            $ (442,559)           $ (396,362)              (1,116,561)        (934,800)
                                                ----------            ----------             ------------      -----------
Income Before Income Taxes                         227,615               (24,079)                 481,958          588,761
Income Taxes                                        85,900                54,880                  164,000          200,500
                                                ----------            ----------             ------------      -----------
Net Income                                      $  141,715            $  (78,959)            $    317,958      $   388,261
                                                ==========            ==========             ============      ===========
Net Income Per Share of
  Common Stock                                  $     0.06            $   (0.03)             $       0.13      $      0.16
Weighted Average Number of
  Common Shares Outstanding                      2,475,000             2,425,000                2,475,000        2,425,000
                                                ==========            ==========             ============      ===========
</TABLE>


                                      10
<PAGE>

                                 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.


                         PRODUCTIVITY TECHNOLOGIES CORP.


Date:   May 26, 2000     By:  /s/  Samuel N. Seidman
                         ---------------------------
                         Samuel N. Seidman, President



Date:  May 26, 2000      By:  /s/  Jesse Levine
                         ----------------------
                         Jesse Levine, Chief Financial Officer



                                       11