UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        FORM 10-KSB/A (SECOND AMENDMENT)

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT  OF  1934
                   For the fiscal year ended December 31, 2003
                                             -----------------

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF THE SECURITIES
     EXCHANGE  ACT  OF  1934

                         Commission file number 0-07418
                                                -------

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

              Delaware                                       76-0478045
    -------------------------------------------------------------------------
    (State or other jurisdiction of                         (IRS Employer
     incorporation or organization)                      Identification  No.)

  2901 West Sam Houston Parkway North,                         77043
    Suite E-300, Houston, Texas
-------------------------------------------------------------------------
(Address  of  principal  executive  offices)                 (Zip Code)

  Registrant's telephone number, including area code:      (713) 896-0500
                                                           --------------

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

Securities registered pursuant to Section 12(g) of the Act:  $.02 Par Value
                                  Common Stock

     Check  whether the Issuer (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
              -----  -----

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation S-B is not contained in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.
                                           -----

     Issuer's  revenues  for  the  fiscal  year  ended  December  31, 2003, were
$13,598,490.

     The  aggregate market value of the voting and non-voting common equity held
by  non-affiliates of the Issuer as of April 5, 2004, based upon the average bid
and asked price as of such date on the American Stock Exchange, was $25,300,000.

     The  Registrant's  common  stock  outstanding  as  of  April  5,  2004, was
20,530,167  shares.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

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

Transitional Small Business Disclosure Format (Check One): Yes      No  X
                                                              -----   -----


<PAGE>
<TABLE>
<CAPTION>
                                  eLINEAR, INC.

                              INDEX TO FORM 10-KSB
                                DECEMBER 31, 2003


                                                                                   PAGE NO.
                                                                                   --------
<S>       <C>       <C>                                                            <C>
PART III  Item 9.   Directors, Executive Officers, Promoters and Control Persons,
                      Compliance with Section 16(a) of the Exchange Act                   3
          Item 10.  Executive Compensation                                                4
          Item 11.  Security Ownership of Certain Beneficial Owners and
                      Management                                                          7
          Item 12.  Certain Relationships and Related Party Transactions                  8
          Item 13.  Exhibits and Reports on Form 8-K                                      9
          Item 14.  Principal Accounting Fees and Services                               11
</TABLE>


                                        2
<PAGE>
     eLinear,  Inc.,  a  Delaware corporation, hereby amends Items 9, 10, 11, 12
and  14 of its Annual Report on Form 10-KSB/A for the fiscal year ended December
31,  2003,  as filed with the Securities and Exchange Commission on February 24,
2004,  to  add  the  additional  information  contained  herein.

                                    PART III

ITEM  9.

     Our  executive  officers  and directors, and their ages and positions as of
April  5,  2004  are  as  follows:

<TABLE>
<CAPTION>
NAME              AGE               POSITION
----------------  ---  ----------------------------------
<S>               <C>  <C>
Kevan M. Casey     32  Chief Executive Officer, Treasurer
                         and Director
Tommy Allen        40  President and Director
Ramzi M. Nassar    32  Chief Operating Officer
J. Leonard Ivins   68  Director and Secretary
Carl A. Chase      54  Director
Ryan Cravey        32  Director
</TABLE>

     Kevan  M.  Casey  served  as our president since April 16, 2003, and as our
chief  executive officer and a director since May 2003. He and Mr. Allen founded
NetView  Technologies,  Inc.  in  December  2001  and  Mr.  Casey  served as its
president  from  its  inception.  In 1998, he founded United Computing Group and
United  Consulting  Group,  a value-added retailer and an information technology
consulting  firm,  where  he served as president and chief executive officer. In
December  1999, United Computing Group and United Consulting Group were acquired
by  ClearWorks.net,  Inc., and Mr. Casey continued as president of the companies
until  December  2001.

     Tommy  Allen  served  as our senior vice president and as a director of the
company  since April 16, 2003, and became our president in June 2003. He and Mr.
Casey  founded  NetView Technologies, Inc. in December 2001 and Mr. Allen served
as  its  secretary  and treasurer from its inception. From July 1999 to December
2001,  Mr.  Allen served as vice president for United Computing Group and United
Consulting  Group,  a  value-added  reseller  and  an  information  technology
consulting  firm. In December 1999, United Computing Group and United Consulting
Group  were  acquired  by  ClearWorks.net, Inc., and Mr. Allen continued as vice
president  of  the  companies  until  December 2001. From 1996 to June 1999, Mr.
Allen  served  as  senior  account  executive  for  ComputerTech,  Inc.

     Ramzi  M.  Nassar  has  served as our chief operating officer since January
2004.  From  June 2003 until joining eLinear, Mr. Nassar worked with De Bellas &
Co.,  where  he  was  involved in the firm's merger and acquisition projects and
valuation  engagements.  From July 2002 until October 2003, Mr. Nassar worked at
CIBC  World  Markets  and  from  July  1999 until May 2001, Mr. Nassar worked at
Morgan  Stanley,  each  in  their  M&A  groups. From 1993 until 1997, Mr. Nassar
worked  in  various  capacities  with  Computer  Sciences  Corporation  in  the
consulting  and  systems  integration division. Mr. Nassar is a graduate of Rice
University  with  a  double  major  in Economics and Managerial Studies, and Mr.
Nassar earned an MBA from the MIT Sloan School of Management.

     J. Leonard Ivins has served as our director since November 2000.  Mr. Ivins
also  serves as chairman of our compensation committee, as a member of our audit
committee,  and  as our  corporate secretary.  Since 1995, he has been a private
investor.  Previously,  Mr. Ivins was a founder and co-owner of a privately held
company that was an FDIC and RTC contractor.  From 1979 to 1981, Mr. Ivins was a
turnaround and workout consultant to small, publicly held oil and gas companies.
From  1970  to  1975,  Mr.  Ivins  was  president  of  The Woodlands Development
Corporation and a director of Mitchell Energy and Development Corp.


                                        3
<PAGE>
     Carl  A.  Chase has served as our director since April 16, 2003.  Mr. Chase
also  serves  as  chairman  of  our  audit  committee  and  as  a  member of our
compensation  committee.  Since  April 2001, Mr. Chase has served as senior vice
president  - budgets & controls for Rockport Healthcare Group, Inc., a preferred
provider organization for work-related injuries and illnesses.  Prior to joining
Rockport,  Mr.  Chase  was an independent consultant to Rockport from June 2000.
From  August  1999  to  May  2000,  Mr.  Chase  was  chief  financial officer of
ClearWorks.net, Inc.  Mr. Chase also served as chief financial officer of Bannon
Energy  Incorporated,  an independent oil and gas company, from December 1992 to
August  1999.

     Ryan  Cravey  has  served  as our director since March 5, 2004.  Mr. Cravey
also serves as a member of our audit committee.  Since April 1, 2002, Mr. Cravey
has  been  the  owner  of  IQUEST  Networking  Solutions,  a  privately  held IT
consulting  company  for  the small to medium business market in Houston, Texas.
Prior  to forming IQUEST, Mr. Cravey was operations manager for United Computing
Group,  a  value-added  reseller of computer hardware and software, from October
1998  to  March  31  2002,  where  he managed sales accounts and the purchasing,
receiving  and  shipping  of  over  $24  million  in  product.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the company's
directors,  executive  officers  and  persons who own beneficially more than ten
percent  of  our  common  stock,  to  file  reports  of ownership and changes of
ownership with the SEC.  Based solely on the reports received by the company and
on  written  representations from certain reporting persons, we believe that the
directors,  executive  officers  and  greater than ten percent beneficial owners
have complied with all applicable filing requirements, except for Mr. Ivins, who
did  not timely file two Form 4's reporting two transactions which Form 4's were
filed  in  April  2003.

Audit Committee

     -    Our  audit  committee  oversees our corporate accounting and financial
          reporting  process.  Among  other  duties,  it:
     -    evaluates  our  independent auditors' qualifications, independence and
          performance;
     -    determines  the  engagement  of  the  independent  auditors;
     -    approves  the  retention  of  our  independent auditors to perform any
          proposed  permissible  non-audit  services;
     -    reviews  our  financial  statements;
     -    reviews  our  critical  accounting  policies  and  estimates;
     -    oversees  our  internal  audit  function;  and
     -    discusses  with management and the independent auditors the results of
          the annual audit and the review of our quarterly financial statements.

     The current members of our audit committee are Messrs. Chase, who is the
committee chair, and Ivins and Cravey.  Mr. Chase is our audit committee
financial expert.

Code of Ethics

     The  Company  has  adopted  a  Code  of  Ethics  that applies to all of its
directors,  officers  (including  its  chief  executive officer, chief financial
officer,  chief  accounting officer and any person performing similar functions)
and  employees.

ITEM  10.  EXECUTIVE  COMPENSATION

     The  following  table  provides information about the compensation received
during  the  last  three  fiscal  years by the two individuals who served as our
Chief  Executive  Officer  during  those  periods.  During the fiscal year ended
December  31,  2003,  Mr. Ludwig served as our Chief Executive Officer until his
resignation  in  May  2003,  after which Mr. Casey served as our Chief Executive
Officer.  These  individuals


                                        4
<PAGE>
<TABLE>
<CAPTION>
are  referred  to  as  our "named executive officers" in this information statement.
None  of  our  other  employees  received  greater than $100,000 in salary and bonus
during  the  last  three  fiscal  years.

                             SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------
                                                                    LONG TERM
                                                                  COMPENSATION
------------------------------------------------------------------------------------
                                  ANNUAL COMPENSATION                 AWARDS
------------------------------------------------------------------------------------

                                                                    Securities
Name and                               Salary      Bonus        Underlying Options /
Principal Position          Year        ($)         ($)                SARs (#)
------------------------------------------------------------------------------------
<S>                         <C>        <C>         <C>          <C>
Kevan M. Casey,
Chief Executive Officer     2003       70,154 (1)  24,000 (2)                100,000
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
Jon V. Ludwig,
Chief Executive Officer     2003       42,138 (3)                            125,000
------------------------------------------------------------------------------------
                            2002          99,600                                  --
------------------------------------------------------------------------------------
                            2001          85,326                             200,000
------------------------------------------------------------------------------------

<FN>
     (1)  Mr.  Casey  joined  eLinear  in  April  2003. This amount includes all
          compensation  paid  to  Mr.  Casey  since  April  2003.
     (2)  Includes $9,000 for a $1,000 per month auto and home office allowance.
     (3)  Represents  compensation paid to Mr. Ludwig from January 1, 2003 until
          his  resignation  in  May  2003.
</TABLE>

Option  Issuances

<TABLE>
<CAPTION>
     The  following  table  sets  forth  information concerning individual grants of stock
options  made  during  our  last  fiscal  year  to our named executive officers.  No stock
appreciation  rights  were  issued  during  the  fiscal  year.

                             OPTION GRANTS IN LAST FISCAL YEAR
                                    (Individual Grants)

------------------------------------------------------------------------------------------
                      Number
                   of Securities      Percent of Total
                Underlying Options   Options Granted to
                      Granted           Employees in            Exercise        Expiration
Name                    (#)              Fiscal Year      or Base Price ($/Sh)     Date
------------------------------------------------------------------------------------------
<S>             <C>                  <C>                  <C>                   <C>

Kevan M. Casey              100,000                 7.3%                  0.50     4/16/07
------------------------------------------------------------------------------------------

Jon V. Ludwig               100,000                 7.3%                  0.50     3/31/08
------------------------------------------------------------------------------------------

Jon V. Ludwig                25,000                 1.8%                  0.45     3/31/08
------------------------------------------------------------------------------------------

<FN>
     In April 2003, we issued Mr. Allen an option to purchase 100,000 shares of our common
stock  at  an exercise price of $0.50 per share, expiring in April 2007.  In January 2004,
we  issued  Mr.  Nassar  an  option  to  purchase 460,000 shares of our common stock at an
exercise  price of $2.00 per share, expiring in January 2009, which vests over a period of
four  years.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                        AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                    AND FY-END OPTION VALUES

                Shares
               Acquired                Number of Unexercised          Value of Unexercised
                  on      Value    Securities Underlying Options          In-the- Money
               Exercise  Realized           at  FY-End                  Options at FY-End
Name              (#)       ($)                (#)                           ($) (1)
-----------------------------------------------------------------------------------------------
                                    Exercisable    Unexercisable   Exercisable    Unexercisable
                                   --------------  -------------  --------------  -------------
<S>            <C>       <C>       <C>             <C>            <C>             <C>
Kevan M.
Casey                --        --         100,000             --         151,000             --

Jon V. Ludwig        --        --         425,000             --         190,000             --
<FN>

(1)  The closing price of our common stock as of the end of our fiscal year ended December 31,
     2003 was $2.01 per share.
</TABLE>

Employment Agreements and Change in Control Agreements

     We have entered into identical employment agreements with Messrs. Casey and
Allen.  Under the terms of the agreements, they are to receive as compensation a
monthly  salary of $8,000, a quarterly retention bonus of $3,000, and additional
monthly  compensation  to  cover  auto  expenses  and  the cost of a home office
totaling  $1,000  per  month.  The  amount  of the quarterly retention bonus was
subsequently  raised  to  $5,000.  The  agreements  are  terminable with 14 days
written  notice  with  no  additional  compensation  due  upon  termination.

     In  January  2004,  we  entered  into a two year agreement with Mr. Nassar.
Under  the  terms of the agreement, Mr. Nassar will receive monthly compensation
of  $8,000,  a  quarterly  bonus  of  $5,000, a home office and car allowance of
$1,000  per  month, and a to be determined annual performance bonus.  Mr. Nassar
also  received  a  five-year  employee  option to purchase 460,000 shares of our
common  stock at an exercise price of $2.00 per share.  The vesting schedule for
the  shares  is  25% upon the one-year anniversary of the agreement and 25% each
subsequent year thereafter, provided that no vesting can occur unless Mr. Nassar
is employed on the respective vesting date.  However, if we terminate Mr. Nassar
during  the  two  year term for any reason other than for cause, the options due
Mr.  Nassar  will be prorated in relation to the date of Mr. Nassar's employment
termination  and  the  prorated  amount  will vest immediately.  If we undergo a
change  of  control,  all  of Mr. Nassar's options will vest immediately.  If we
terminate  Mr. Nassar for any reason other than cause, we have agreed to pay Mr.
Nassar  the lesser of six months salary or the salary due Mr. Nassar through the
end  of  the  two-year  term.

Director  Compensation

     Directors  who  are  also  employees  do  not  receive any compensation for
serving  as  directors.  All directors are reimbursed for ordinary and necessary
expenses  incurred  in  attending  any  meeting of the board of directors or any
board committee or otherwise incurred in their capacities as directors.

     Mr.  Ivins  receives $4,500 per quarter for his services as chairman of our
compensation  committee,  and $1,500 per quarter for services as a member of our
audit  committee.  Mr. Ivins also receives the reimbursement of expenses for his
services  as a director, and $200 per board meeting attended. Mr. Chase receives
$4,500  per  quarter  for  his  services as chairman of our audit committee, and
$1,500  per  quarter for services as a member of our compensation committee. Mr.
Cravey  receives  $1,500  per  quarter for his services as a member of our audit
committee  and  $200 per board meeting attended. Upon joining our board in April
2003, Mr. Chase received an option to purchase 250,000 shares of our stock at an
exercise  price  of  $.50  per  share  expiring in April 2007. In April 2003, in
connection  with  his  board  services, Mr. Ivins received an option to purchase
100,000  shares  of our stock at an exercise price of $.50 per share expiring in


                                        6
<PAGE>
March 2008.  Upon joining our board in March 2004, Mr. Cravey received an option
to  purchase 50,000 shares of our common stock at an exercise price of $2.75 per
share  expiring  March  2008.

ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED  STOCKHOLDER  MATTERS

     As  of  April  5,  2004,  20,530,167  shares  of  our  common  stock  were
outstanding.  The  following table sets forth, as of such date, information with
respect  to  shares  beneficially  owned  by

     -    each person who is known by us to be the beneficial owner of more than
          5%  of  our  outstanding  shares  of  common  stock;
     -    each  of  our  directors;
     -    each  of  our  named  executive  officers;  and
     -    all  of  our  directors  and  executive  officers  as  a  group.

     Beneficial  ownership  has been determined in accordance with Rule 13d-3 of
the  Exchange  Act.  Under  this  rule,  shares may be deemed to be beneficially
owned  by more than one person (if, for example, persons share the power to vote
or  the  power  to dispose of the shares).  In addition, shares are deemed to be
beneficially  owned  by  a  person if the person has the right to acquire shares
(for  example,  upon  exercise  of an option) within 60 days of the date of this
table.  In  computing  the  percentage  ownership  of  any person, the amount of
shares  includes the amount of shares beneficially owned by the person by reason
of  these acquisition rights.  As a result, the percentage of outstanding shares
of  any  person  does  not necessarily reflect the person's actual voting power.

     To  our  knowledge,  except as indicated in the footnotes to this table and
pursuant  to  applicable community property laws, the persons named in the table
have sole voting and investment power with respect to all shares of common stock
shown  as  beneficially owned by them.  Unless otherwise indicated, the business
address  of the individuals listed is 7240 Brittmoore, Suite 118, Houston, Texas
77041.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF                 NUMBER OF        PERCENTAGE OF
BENEFICIAL OWNER                      SHARES      OUTSTANDING SHARES
                                   BENEFICIALLY
                                      OWNED
--------------------------------------------------------------------------------
<S>                               <C>             <C>

Kevan M. Casey                     6,430,989 (1)                31.2%
Tommy Allen                        6,430,990 (2)                31.2%
Ramzi M. Nassar                    --                           --
J. Leonard Ivins                     490,822 (3)                 2.3%
Carl A. Chase                        128,891 (4)         Less than 1%
Ryan Cravey (5)                    --                           --
All Executive Officers and
Directors as a group (6 persons)  13,481,692 (6)                63.1%

<FN>
     --------------------------
(1)  Includes  options to purchase 100,000 shares of common stock at an exercise
     price of $0.50 per share expiring April 16, 2007. Includes 6,210,370 shares
     held  by  Mr.  Casey's  wife.
(2)  Includes  options to purchase 100,000 shares of common stock at an exercise
     price of $0.50 per share expiring April 16, 2007. Includes 6,210,371 shares
     held  by  Mr.  Allen's  wife.
(3)  Includes  options  to  purchase  490,000 shares of common stock at exercise
     prices  ranging  from $0.50 to $3.00 per share expiring from March 31, 2008
     to  December 29, 2010. Mr. Ivins' business address is 2036 Brentwood Drive,
     Houston,  Texas  77019.
(4)  Includes  options to purchase 128,891 shares of common stock at an exercise
     price  of  $0.50  per  share  expiring April 16, 2007. Mr. Chase's business
     address  is  3122  White  Oak  Dr.,  Houston,  Texas  77007.
(5)  Mr.  Cravey's  business  address is 9542 Bending Willow Ln., Houston, Texas
     77064.
(6)  Includes  options  to  purchase  818,891  shares  of  common  stock.
</TABLE>


                                        7
<PAGE>
Equity  Compensation  Plan  Information

     The following table gives information about the Company's common stock that
may  be issued upon the exercise of options under its 2000 Stock Option Plan and
2003  Stock  Option Plan as of December 31, 2002, which has been approved by the
Company's  shareholders,  and  under  compensation  arrangements  that  were not
approved  by  the  Company's  shareholders.

<TABLE>
<CAPTION>
                                                                           Number of Securities
                                                                         Remaining Available for
                         Number of Securities                             Future Issuance Under
                          To be Issued Upon         Weighted Average       Equity Compensation
                       Exercise of Outstanding     Exercise Price of         Plans (Excluding
                        Options, Warrants and     Outstanding Options,          Securities
Plan Category                   Rights            Warrants and Rights     Reflected in Column A)
---------------------            (A)                      (B)                      (C)
                       ------------------------  ----------------------  ------------------------
<S>                    <C>                       <C>                     <C>
Equity Compensation
Plans Approved by
Security Holders                       841,850   $                 0.90                 1,694,950
Equity Compensation
Plans Not Approved by
Security Holders                  1,148,333 (1)  $                 5.20                       N/A
                       ------------------------  ----------------------  ------------------------
    Total                            1,990,183   $                 3.38                 1,694,950
                       ========================  ======================  ========================

<FN>
(1)  Includes  options  to  purchase 93,333 shares of common stock at $39.38 per
     share,  75,000 shares of common stock at $3.00 per share, 375,000 shares of
     common  stock  at  $2.90 per share, 405,000 shares of common stock at $2.18
     per  share  and  200,000  shares  of common stock at $0.50 per share. These
     options  have  expiration  dates  from  2005  through  2013.
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     At December 31, 2003, notes payable and accrued liabilities due to two of
our officers totaled $252,039. The two notes earned interest at 7% per annum,
were due July 1, 2004 and had a principal balances due of $81,303 and $134,400,
respectively. Additionally, there was accrued liabilities totaling $36,336 of
which $31,336 was accrued interest on these notes. These notes and accrued
liabilities were retired during the first quarter of fiscal 2004.

     Mr. Ivins, a director of the Company, has an agreement with the Company
whereby he earns $2,850 per month for services provided as a director and as a
member of certain committees of the Board of Directors of the Company. Mr. Ivins
is also paid $200 for each meeting of the Board of Directors that he attends in
person. In addition to the foregoing, Mr. Ivins was granted 100,000
non-qualified stock options at an exercise price of $0.50 per share expiring
March 31, 2008, and the extension of expiration dates of previously issued
options to March 31, 2008 and December 29, 2010. During the twelve months ended
December 31, 2003, Mr. Ivins earned approximately $20,115 pursuant to this
agreement. The original termination date of this agreement was January 15, 2004,
but was extended by the Board of Directors to July 15, 2004.


                                        8
<PAGE>
<TABLE>
<CAPTION>
ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits. The following exhibits of the Company are included herein.

Exhibit No.  Description
-----------  ----------------------------------------------------------------------------------
<S>          <C>

2.1          Agreement and Plan of Merger, dated October 11, 1999, between Registrant,
             eLinear Corporation and Imagenuity, Inc. (incorporated by reference to Exhibit
             A-1 to Registrant's Current Report on Form 8-K, dated October 25, 1999)
-----------  ----------------------------------------------------------------------------------
2.2          Agreement and Plan of Merger, dated April 15, 2003, between Registrant,
             NetView Acquisition Corp. and NetView Technologies, Inc. (incorporated
             by reference to Exhibit 2.2 to Registrant's Annual Report on form 10-KSB, dated
             April 15, 2002)
-----------  ----------------------------------------------------------------------------------
3.1          Articles of Incorporation of Registrant (incorporated by reference to Registrant's
             Form 10-KSB for the period ended December 31, 1995)
-----------  ----------------------------------------------------------------------------------
3.2          Bylaws of Registrant (incorporated by reference to Registrant's Form
             10-KSB for the period ended December 31, 1995)
-----------  ----------------------------------------------------------------------------------
3.3          Amended and Restated Certificate of Incorporation of Registrant (incorporated
             by reference to Registrant's Form 10-QSB for the period ended June 30, 2000)
-----------  ----------------------------------------------------------------------------------
4.1          Specimen of Registrant's Common Stock Certificate (incorporated by reference
             to Registrant's Form 10-KSB for the period ended December 31, 1995)
-----------  ----------------------------------------------------------------------------------
10.1         Employment Agreement with Kevan M. Casey (incorporated by reference to
             Exhibit 10.2 to Registrant's Annual Report on Form 10-KSB, dated April 15, 2003)
-----------  ----------------------------------------------------------------------------------
10.2         Employment Agreement with Tommy Allen (incorporated by reference to
             Exhibit 10.3 to Registrant's Annual Report on Form 10-KSB, dated April 15, 2003)
-----------  ----------------------------------------------------------------------------------
10.3         2000 Stock Option Plan (incorporated by reference to Exhibit 4.1 to Registrant's
             Definitive Proxy Statement on Schedule 14A, dated June 30, 2000)
-----------  ----------------------------------------------------------------------------------
10.4         Amendment No. 1 to Registrant's 2000 Stock Option Plan (incorporated by
             reference to Exhibit 4.2 to Registrant's Form S-8, dated July 31, 2001)
-----------  ----------------------------------------------------------------------------------
10.5         Amended and Restated 2003 Stock Option Plan (incorporated by reference to
             Exhibit 10.1 to Registrant's Form S-8, dated January 14, 2003)
-----------  ----------------------------------------------------------------------------------
10.6         Form of Indemnification Agreement for all officers and directors of Registrant
             (incorporated by reference to Registrant's Form 10-QSB filed with the Commission
             on October 24, 2000)
-----------  ----------------------------------------------------------------------------------
10.7         Agreement between eLinear, Inc. and J. Leonard Ivins dated April 15, 2003
             (incorporated by reference to Exhibit 10.10 to Registrant's Annual Report on
             Form 10-KSB, dated April 15, 2003)
-----------  ----------------------------------------------------------------------------------
10.8         Securities Purchase Agreement dated as of January 12, 2004 between eLinear,
             Inc. and the Investors named therein (incorporated by reference to Exhibit 10.1
             to Registrant's Form 8-K, dated January 28, 2004)
-----------  ----------------------------------------------------------------------------------
10.9         Form of Class A Warrant issued to each of the Investors in the Securities Purchase
             Agreements dated as of January 12, 2004 (incorporated by reference to Exhibit 10.2
             to Registrant's Form 8-K, dated January 28, 2004)
-----------  ----------------------------------------------------------------------------------
10.10        Form of Class B Warrant issued to each of the Investors in the Securities Purchase
             Agreements dated as of January 12, 2004 (incorporated by reference to Exhibit 10.3
             to Registrant's Form 8-K, dated January 28, 2004)
-----------  ----------------------------------------------------------------------------------
10.11        Registration Rights Agreement issued to each of the Investors in the Securities
             Purchase Agreements dated as of January 12, 2004 (incorporated by reference to
             Exhibit 10.4 to Registrant's Form 8-K, dated January 28, 2004)
-----------  ----------------------------------------------------------------------------------
10.12        Employment Agreement with Ramzi Milad Nassar (incorporated by
             reference to Exhibit 10.12 to Registrant's Annual Report on Form 10-KSB, dated
             February 13, 2004)
-----------  ----------------------------------------------------------------------------------
</TABLE>


                                        9
<PAGE>
<TABLE>
<CAPTION>
<S>          <C>
10.13        Securities Purchase Agreement dated as of February 4, 2004 between
             eLinear, Inc. and the Investors named therein (incorporated by reference to
             Exhibit 10.13 to Registrant's Annual Report on Form 10-KSB, dated February 13, 2004)
-----------  ------------------------------------------------------------------------------------
10.14        Form of Class A Warrant issued to each of the Investors in the Securities Purchase
             Agreements dated as of February 4, 2004 (incorporated by reference to
             Exhibit 10.14 to Registrant's Annual Report on Form 10-KSB, dated February 13, 2004)
-----------  ------------------------------------------------------------------------------------
10.15        Form of Class B Warrant issued to each of the Investors in the Securities Purchase
             Agreements dated as of February 4, 2004 (incorporated by reference to
             Exhibit 10.15 to Registrant's Annual Report on Form 10-KSB, dated February 13, 2004)
-----------  ------------------------------------------------------------------------------------
10.16        Registration Rights Agreement issued to each of the Investors in the Securities
             Purchase Agreements dated as of February 4, 2004 (incorporated by reference to
             Exhibit 10.16 to Registrant's Annual Report on Form 10-KSB, dated February 13, 2004)
-----------  ------------------------------------------------------------------------------------
10.17        Common Stock Purchase Warrant Agreement dated as of February 23, 2004 by
             and between eLinear, Inc. and Laurus Master Fund, LLC (incorporated by
             reference to Exhibit 10.18 to Registrant's Form 8-K, dated February 26, 2004)
-----------  ------------------------------------------------------------------------------------
10.18        Secured Revolving Note Agreement dated as of February 23, 2004 by and
             between eLinear, Inc., NetView Technologies, Inc. and NewBridge
             Technologies, Inc. and Laurus Master Fund, LLC (incorporated by reference to
             Exhibit 10.19 to Registrant's Form 8-K, dated February 26, 2004)
-----------  ------------------------------------------------------------------------------------
10.19        Secured Convertible Minimum Borrowing Note Agreement dated as of
             February 23, 2004 by and between eLinear, Inc., NetView Technologies, Inc.
             and NewBridge Technologies, Inc. and Laurus Master Fund, LLC (incorporated by
             reference to Exhibit 10.20 to Registrant's Form 8-K, dated February 26, 2004)
-----------  ------------------------------------------------------------------------------------
10.20        Minimum Borrowing Note Registration Rights Agreement dated as of
             February 23, 2004 by and between eLinear, Inc. and Laurus Master Fund, LLC
             (incorporated by reference to Exhibit 10.21 to Registrant's Form 8-K, dated February
             26, 2004)
-----------  ------------------------------------------------------------------------------------
10.21        Funds Escrow Agreement dated as of February 23, 2004 by and between
             eLinear, Inc., NetView Technologies, Inc. and NewBridge Technologies, Inc.
             and Laurus Master Fund, LLC (incorporated by reference to Exhibit 10.22 to
             Registrant's Form 8-K, dated February 26, 2004)
-----------  ------------------------------------------------------------------------------------
14.1         Code of Ethics (incorporated by reference to Exhibit 14.1 to Registrant's
             Annual Report on Form 10-KSB, dated February 13, 2004)
-----------  ------------------------------------------------------------------------------------
21.1         Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to
             Registrant's Form 10-QSB filed with the Commission on December 19, 2003)
-----------  ------------------------------------------------------------------------------------
31.1         Certification of Kevan M. Casey
-----------  ------------------------------------------------------------------------------------
31.2         Certification of Ken Hedrick
-----------  ------------------------------------------------------------------------------------
32.1         Certification for Sarbanes-Oxley Act of Kevan M. Casey
-----------  ------------------------------------------------------------------------------------
32.2         Certification for Sarbanes-Oxley Act of Ken Hedrick
-----------  ------------------------------------------------------------------------------------

<FN>
     (b)  Reports  on  Form  8-K.

     None
</TABLE>


                                       10
<PAGE>
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

     The aggregate fees billed by Malone & Bailey PLLC for professional services
rendered  for  the  audit of our annual financial statements for the fiscal year
ended  December  31,  2003,  and  for  the  reviews  of the financial statements
included  in  our  quarterly  reports  on  Form 10-QSB for that fiscal year were
$32,400.  The  fees billed by Malone & Bailey for professional services rendered
for  the  audit  of NewBridge Technologies, Inc. annual financial statements for
the  fiscal  year  ended  December  31,  2002,  were  $6,000.

The  aggregate  fees billed by Gerald R. Hendricks & Company, P.C. ("Hendricks")
for  professional  services  rendered  for  the  audit  of  our annual financial
statements  for  the fiscal year ended December 31, 2002, and for the reviews of
the  financial  statements  included in our quarterly reports on Form 10-QSB for
that  fiscal  year  were $18,818.  The fees billed by Hendricks for professional
services  rendered  for the audit of NetView Technologies, Inc. annual financial
statements  for  the  fiscal  year  ended  December  31,  2002,  were  $17,123.

Financial  Information  Systems  Design  and  Implementation  Fees

     Neither  Malone & Bailey nor Hendricks rendered professional services to us
for  information  technology  services relating to financial information systems
design and implementation for the fiscal years ended December 31, 2003 and 2002.

All  Other  Fees

     Other  than the services described above under "Audit Fees," for the fiscal
year  ended  December  31,  2003 and 2002, neither Malone & Bailey nor Hendricks
received  any  other  fees.

Audit  Committee  Pre-Approval  Policies  and  Procedures

     The  2003 and 2002 audit services provided by Malone & Bailey and Hendricks
were  approved  by  the  Audit  Committee.  The  Audit  Committee  implemented
pre-approval  policies  and  procedures  related  to  the provision of audit and
non-audit  services.  Under  these  procedures, the Audit Committee pre-approves
both  the  type  of  services  to  be  provided  by  the  Company's  independent
accountants  and  the  estimated  fees  related  to  these services.  During the
approval  process,  the  Audit  Committee  considers  the impact of the types of
services  and  related  fees on the independence of the auditor.  These services
and  fees  deemed compatible with the maintenance of the auditor's independence,
including  compliance  with  the  SEC  rules  and  regulations.

     Throughout the year, the Audit Committee reviews revisions to the estimates
of  audit  and  non-audit  fees  initially  approved.


                                       11
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized

                                      eLINEAR, INC.

                                      By:  /s/  Kevan Casey
                                          -----------------------------
                                      Kevan Casey, Chief Executive Officer

                                      Date: April 29, 2004

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

Signature                        Title                   Date
--------------------  ----------------------------  --------------


/s/ Kevan Casey       Chief Executive Officer and   April 29, 2004
--------------------    Chairman of the Board
Kevan Casey


/s/ Tommy Allen       President and Director        April 29, 2004
--------------------
Tommy Allen


/s/ Ken Hedrick       Principal Accounting Officer  April 29, 2004
--------------------
Ken Hedrick


/s/ J. Leonard Ivins  Secretary and Director        April 29, 2004
--------------------
J. Leonard Ivins


/s/ Carl A. Chase     Director                      April 29, 2004
--------------------
Carl A. Chase


/s/ Ryan Cravey       Director                      April 29, 2004
--------------------
Ryan Cravey


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                        INDEX TO EXHIBITS

Exhibit No.  Description
-----------  -----------
<C>          <S>

2.3          Agreement and Plan of Merger, dated October 11, 1999, between Registrant,
             eLinear Corporation and Imagenuity, Inc. (incorporated by reference to Exhibit
             A-1 to Registrant's Current Report on Form 8-K, dated October 25, 1999)
-----------  ------------------------------------------------------------------------------------
2.4          Agreement and Plan of Merger, dated April 15, 2003, between Registrant,
             NetView Acquisition Corp. and NetView Technologies, Inc. (incorporated by
             reference to Exhibit 2.2 to Registrant's Annual Report on form 10-KSB, dated
             April 15, 2002)
-----------  ------------------------------------------------------------------------------------
3.4          Articles of Incorporation of Registrant (incorporated by reference to Registrant's
             Form 10-KSB for the period ended December 31, 1995)
-----------  ------------------------------------------------------------------------------------
3.5          Bylaws of Registrant (incorporated by reference to Registrant's Form 10-KSB
             for the period ended December 31, 1995)
-----------  ------------------------------------------------------------------------------------
3.6          Amended and Restated Certificate of Incorporation of Registrant (incorporated
             by reference to Registrant's Form 10-QSB for the period ended June 30, 2000)
-----------  ------------------------------------------------------------------------------------
4.2          Specimen of Registrant's Common Stock Certificate (incorporated by reference
             to Registrant's Form 10-KSB for the period ended December 31, 1995)
-----------  ------------------------------------------------------------------------------------
10.1         Employment Agreement with Kevan M. Casey (incorporated by reference to
             Exhibit 10.2 to Registrant's Annual Report on Form 10-KSB, dated April 15,
             2003)
-----------  ------------------------------------------------------------------------------------
10.2         Employment Agreement with Tommy Allen (incorporated by reference to
             Exhibit 10.3 to Registrant's Annual Report on Form 10-KSB, dated April 15,
             2003)
-----------  ------------------------------------------------------------------------------------
10.3         2000 Stock Option Plan (incorporated by reference to Exhibit 4.1 to Registrant's
             Definitive Proxy Statement on Schedule 14A, dated June 30, 2000)
-----------  ------------------------------------------------------------------------------------
10.4         Amendment No. 1 to Registrant's 2000 Stock Option Plan (incorporated by reference
             to Exhibit 4.2 to Registrant's Form S-8, dated July 31, 2001)
-----------  ------------------------------------------------------------------------------------
10.5         Amended and Restated 2003 Stock Option Plan (incorporated by reference to
             Exhibit 10.1 to Registrant's Form S-8, dated January 14, 2003)
-----------  ------------------------------------------------------------------------------------
10.6         Form of Indemnification Agreement for all officers and directors of Registrant
             (incorporated by reference to Registrant's Form 10-QSB filed with the
             Commission on October 24, 2000)
-----------  ------------------------------------------------------------------------------------
10.7         Agreement between eLinear, Inc. and J. Leonard Ivins dated April 15, 2003
             (incorporated by reference to Exhibit 10.10 to Registrant's Annual Report on
             Form 10-KSB, dated April 15, 2003)
-----------  ------------------------------------------------------------------------------------
10.8         Securities Purchase Agreement dated as of January 12, 2004 between eLinear,
             Inc. and the Investors named therein (incorporated by reference to Exhibit 10.1
             to Registrant's Form 8-K, dated January 28, 2004)
-----------  ------------------------------------------------------------------------------------
10.9         Form of Class A Warrant issued to each of the Investors in the Securities
             Purchase Agreements dated as of January 12, 2004 (incorporated by reference to
             Exhibit 10.2 to Registrant's Form 8-K, dated January 28, 2004)
-----------  ------------------------------------------------------------------------------------
10.10        Form of Class B Warrant issued to each of the Investors in the Securities
             Purchase Agreements dated as of January 12, 2004 (incorporated by reference to
             Exhibit 10.3 to Registrant's Form 8-K, dated January 28, 2004)
-----------  ------------------------------------------------------------------------------------
10.11        Registration Rights Agreement issued to each of the Investors in the Securities
             Purchase Agreements dated as of January 12, 2004 (incorporated by reference to
             Exhibit 10.4 to Registrant's Form 8-K, dated January 28, 2004)
-----------  ------------------------------------------------------------------------------------
10.12        Employment Agreement with Ramzi Milad Nassar (incorporated by reference to
             Exhibit 10.12 to Registrant's Annual Report on Form 10-KSB, dated February
             13, 2004)
-----------  ------------------------------------------------------------------------------------
10.13        Securities Purchase Agreement dated as of February 4, 2004 between eLinear,
             Inc. and the Investors named therein (incorporated by reference to Exhibit 10.13
             to Registrant's Annual Report on Form 10-KSB, dated February 13, 2004)


                                       13
<PAGE>
10.14        Form of Class A Warrant issued to each of the Investors in the Securities
             Purchase Agreements dated as of February 4, 2004 (incorporated by reference to
             Exhibit 10.14 to Registrant's Annual Report on Form 10-KSB, dated February
             13, 2004)
-----------  ------------------------------------------------------------------------------------
10.15        Form of Class B Warrant issued to each of the Investors in the Securities
             Purchase Agreements dated as of February 4, 2004 (incorporated by reference to
             Exhibit 10.15 to Registrant's Annual Report on Form 10-KSB, dated February
             13, 2004)
-----------  ------------------------------------------------------------------------------------
10.16        Registration Rights Agreement issued to each of the Investors in the Securities
             Purchase Agreements dated as of February 4, 2004 (incorporated by reference to
             Exhibit 10.16 to Registrant's Annual Report on Form 10-KSB, dated February 13, 2004)
-----------  ------------------------------------------------------------------------------------
10.17        Common Stock Purchase Warrant Agreement dated as of February 23, 2004 by
             and between eLinear, Inc. and Laurus Master Fund, LLC (incorporated by
             reference to Exhibit 10.18 to Registrant's Form 8-K, dated February 26, 2004)
-----------  ------------------------------------------------------------------------------------
10.18        Secured Revolving Note Agreement dated as of February 23, 2004 by and
             between eLinear, Inc., NetView Technologies, Inc. and NewBridge
             Technologies, Inc. and Laurus Master Fund, LLC (incorporated by reference to
             Exhibit 10.19 to Registrant's Form 8-K, dated February 26, 2004)
-----------  ------------------------------------------------------------------------------------
10.19        Secured Convertible Minimum Borrowing Note Agreement dated as of February
             23, 2004 by and between eLinear, Inc., NetView Technologies, Inc. and
             NewBridge Technologies, Inc. and Laurus Master Fund, LLC (incorporated by
             reference to Exhibit 10.20 to Registrant's Form 8-K, dated February 26, 2004)
-----------  ------------------------------------------------------------------------------------
10.20        Minimum Borrowing Note Registration Rights Agreement dated as of February
             23, 2004 by and between eLinear, Inc. and Laurus Master Fund, LLC
             (incorporated by reference to Exhibit 10.21 to Registrant's Form 8-K, dated
             February 26, 2004)
-----------  ------------------------------------------------------------------------------------
10.21        Funds Escrow Agreement dated as of February 23, 2004 by and between
             eLinear, Inc., NetView Technologies, Inc. and NewBridge Technologies, Inc.
             and Laurus Master Fund, LLC (incorporated by reference to Exhibit 10.22 to
             Registrant's Form 8-K, dated February 26, 2004)
-----------  ------------------------------------------------------------------------------------
14.1         Code of Ethics (incorporated by reference to Exhibit 14.1 to Registrant's Annual
             Report on Form 10-KSB, dated February 13, 2004)
-----------  ------------------------------------------------------------------------------------
21.2         Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to
             Registrant's Form 10-QSB filed with the Commission on December 19, 2003)
-----------  ------------------------------------------------------------------------------------
31.1         Certification of Kevan Casey
-----------  ------------------------------------------------------------------------------------
31.2         Certification of Ken Hedrick
-----------  ------------------------------------------------------------------------------------
32.1         Certification for Sarbanes-Oxley Act of Kevan Casey
-----------  ------------------------------------------------------------------------------------
32.2         Certification for Sarbanes-Oxley Act of Ken Hedrick
-----------  ------------------------------------------------------------------------------------
</TABLE>


                                       14
<PAGE>