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

                         FORM 10-KSB/A (THIRD 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                (IRS Employer
        of incorporation or organization)           Identification No.)

2901 West Sam Houston Parkway North, Suite E-300, Houston, Texas      77043
--------------------------------------------------------------------------------
(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 May 21, 2004, based upon the average bid
and  asked  price  as  of  such date on the OTC Bulletin Board, was $25,300,000.

     The  Registrant's  common  stock  outstanding  as  of  June  30,  2004, was
20,554,267  shares.

                      DOCUMENTS INCORPORATED BY REFERENCE:
     The  Registrant  is  incorporating  by  reference  in Part III of this Form
10-KSB  certain  information  contained in the Registrant's proxy or information
statement  for  its  annual  meeting of shareholders, which will be filed by the
Registrant  on  or  before  April  29,  2004.

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

     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 I    Item 1.   Description of Business                                               3
          Item 2.   Description of Property                                               7
          Item 3.   Legal Proceedings                                                     8
          Item 4.   Submission of Matters to a Vote of Security Holders                   8

PART II   Item 5.   Market for Common Equity and Related Stockholder Matters              9
          Item 6.   Management's Discussion and Analysis and Results of
                      Operations and Financial Condition                                 10
          Item 7.   Financial Statements                                                 20
          Item 8.   Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure                                40
          Item 8A.  Controls and Procedures                                              40

PART III  Item 9.   Directors, Executive Officers, Promoters and Control Persons,
                      Compliance with Section 16(a) of the Exchange Act                  40
          Item 10.  Executive Compensation                                               40
          Item 11.  Security Ownership of Certain Beneficial Owners and
                      Management                                                         40
          Item 12.  Certain Relationships and Related Party Transactions                 40
          Item 13.  Exhibits and Reports on Form 8-K                                     40
          Item 14.  Principal Accountant Fees and Services                               43
</TABLE>


                                        2
<PAGE>
     Some  of  the  statements  contained  in  this  report  discuss  future
     expectations,  contain  projections  of  results of operations or financial
     condition,  or  state  other  "forward-looking"  information.  The  words
     "believe,"  "intend," "plan," "expect," "anticipate," "estimate," "project"
     and  similar expressions identify such statement was made. These statements
     are  subject  to  known and unknown risks, uncertainties, and other factors
     that  could  cause  the  actual  results  to  differ  materially from those
     contemplated by the statements. The forward-looking information is based on
     various  factors  and  is  derived  using  numerous  assumptions:

     -    changes  in  general  economic  and  business  conditions  affecting
          Information  Technology  ("IT")  consulting  development  and
          implementation,  computer-based  project  management  consulting  and
          strategic  business  consulting  industries;
     -    technical  developments  that  make the Company's products or services
          obsolete;
     -    changes in the Company's business strategies;
     -    the  level  of  demand  for  the  Company's  products  or  services;
     -    the  Company's ability to develop or maintain strategic relationships;
          and
     -    global  economic  conditions.

     The  Company  does  not  promise  to  update forward-looking information to
     reflect  actual  results  or  changes  in assumptions or other factors that
     could  affect  those  statements.  Future  events  and actual results could
     differ  materially  from those expressed in, contemplated by, or underlying
     such  forward-looking  statements.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

     eLinear, Inc. (the "Company" or "eLinear") is a total IT solutions provider
of  technology  consulting,  network  and storage solutions infrastructure and a
provider of digital voice, data, video and security services for both commercial
and  residential customers.  Typically, the Company's customers are Fortune 2000
and  Small to Medium Business ("SMB") organizations.  The Company's services are
offered  to  companies  seeking to increase productivity or reduce costs through
investing  in  technology.  A majority of the Company's customers are located in
Houston,  Texas.  The  Company's  Internet  address  is  http://www.elinear.com.
                                                         ----------------------
Information  contained  on  the Company's web site is not a part of this report.
The Company's stock is traded on the OTC Bulletin Board under the symbol "ELIN."

     The  Company  provides IT consulting services through consulting solutions,
creative  web  site  design,  web site content management software and technical
project  management and development services.  Through its NetView Technologies,
Inc.  subsidiary,  the  Company  provides  network and storage solutions through
product  fulfillment,  network  and  infrastructure  design,  data  storage
architecture  and  is  a certified partner with several Fortune 100 IT solutions
providers.  Through  its  NewBridge  Technologies,  Inc. subsidiary, the Company
provides  structured  cabling, cabling infrastructure design and implementation,
security  installation  and  monitoring  and digital services of voice, data and
video  over  fiber  optic  networks to its residential and commercial customers.

ORGANIZATIONAL HISTORY

     The  Company  operated  as  a technology consulting business since December
1999.  It  acquired  its  Internet  consulting business as a result of a reverse
merger  with  Imagenuity,  Inc. ("Imagenuity") in 1999.  Since 1999 to date, its
Internet consulting business consisted of Internet consulting services, creative
web  site design, web site content management and software and technical project
management  and  development  services.  For  the fiscal year ended December 31,
2003,  the  consulting  segment contributed 4% of eLinear's revenue.  From 1995,
its  inception,  the  Company,  which  at  the  time was named Kinetics.com, was
engaged in marketing proprietary software programs for use on the world wide web
of  the  Internet.  Kinetics.com marketed two software programs designed for use
on  the  Web  in  1995 and 1996.  During 1996, several


                                        3
<PAGE>
creditors  of  Kinetics.com  obtained court judgements against it as a result of
non-payment  of  financial obligations and in 1997, Kinetics.com transferred all
of  its assets to an unaffiliated third party. Subsequent to the asset transfer,
the  only  activities  of Kinetics.com consisted of negotiating settlements with
its  creditors  and  attempting  to  identify  a  suitable acquisition or merger
candidate  .  While  Kinetics.com  was  the  survivor  in  the  merger,  from an
accounting  standpoint  the  transaction  was  accounted  for as though it was a
recapitalization  of  Imagenuity  and a sale of shares by Imagenuity in exchange
for  the  net  assets of Kinetics.com. On July 31, 2000, the Company changed our
name  to  eLinear,  Inc.


     As  a result of the demise of Enron, Dynegy and other companies in Houston,
Texas,  IT  consulting  was extremely limited and in order to grow its business,
the  Company determined it should expand its offerings and accordingly, acquired
NetView  and  NewBridge.

     On  April  15,  2003,  eLinear issued 12,961,979 shares of common stock for
100%  of the outstanding common stock of NetView Technologies, Inc. ("NetView").
After  the  merger  the  stockholders  of NetView owned approximately 90% of the
combined  entity.  For financial reporting purposes this transaction was treated
as  an  acquisition  of  eLinear  and  a  recapitalization  of NetView using the
purchase  method  of  accounting.  For accounting purposes, the shares issued to
eLinear's  stockholders  were accounted for as the consideration paid by NetView
for  the acquisition of eLinear and was valued using the stock price on the date
issued.  The  purchase  allocation  resulted  in goodwill of $451,920. NetView's
historical  financial statements replace eLinear's in the accompanying financial
statements.

     On  July  31, 2003, eLinear completed the acquisition of all the issued and
outstanding  shares of NewBridge Technologies, Inc. ("NewBridge"), a provider of
communications  deployment.  Pursuant  to  the  transaction,  eLinear  issued an
aggregate  of  850,000 shares of restricted common stock and options to purchase
300,000  shares  of  common  stock.  NewBridge  was incorporated in the State of
Texas on February 20, 2002, and changed its name from MMGD, Inc. to NewBridge on
August  7,  2003.  As  of  the  effective  date, NewBridge became a wholly owned
subsidiary  of  eLinear.  The  acquisition  was accounted for using the purchase
method  of  accounting.

THE COMPANY'S PRODUCTS AND SERVICES

     The  Company  offers  its  products  and  services  through  three distinct
business  segments  as  follows:

     1)   Consulting services - the Company offers through this business segment
          strategic  consulting  services,  creative  web  site design, web site
          content  management  software  and  technical  project  management and
          development  services;
     2)   Product  fulfillment  and  network and storage solutions - through its
          wholly  owned  subsidiary,  NetView  Technologies,  Inc.,  the Company
          offers  a  complete  solution  to  its  customers for the acquisition,
          management  and  configuration  of  complex storage and network server
          installations;  and
     3)   Communications  deployment  -  through  its  wholly  owned subsidiary,
          NewBridge Technologies, Inc., the Company provides structured cabling,
          which is a set of cabling and connectivity products that integrate the
          voice,  data,  video  and  various  management systems of a structure,
          cabling  infrastructure design and implementation, which is the design
          and  implementation  of  the  structured  cabling  systems,  security
          installation  and  monitoring  and digital services of voice, data and
          video  over  fiber  optic  networks  to its residential and commercial
          customers.

     The products the Company sells are "off the shelf" products and it does not
incur  expenses  associated with research and development.  The Company does not
intend to incur research and development costs in the future as it relies on its
vendors  and suppliers of products to provide the product upgrades.  The Company
will  rely  on  its  clients  to  purchase  the  upgrades  from  the  it.

The combination of these three business segments provides a total IT solution to
the  Company's  customers.


                                        4
<PAGE>
Technology Integration and Consulting Services

     The  Company's  technology consulting segment offers a full set of services
ranging  from  traditional  technology consulting to managing complex technology
integration  projects.  The Company focuses on providing solutions to technology
related  issues  ranging  from  managing  a  software  selection  process  to
installation  and  integration  of  complex  software  products.  In addition to
providing  complete  customer  technology  services,  the  Company  markets  a
proprietary  software  product  called "LinearCMS."  This product is designed to
allow  non-technical  personnel to develop and maintain web pages on one or more
web sites through a web browser.  It allows collaboration between subject matter
experts, web site copywriters and business users, creating a working environment
that  intelligently  differentiates  web site content from design, and separates
content  within  pages  so  it  can be presented, transformed and syndicated for
multiple  purposes.  The Company does not have any patents or copyrights on this
product.  Typically,  the  Company's  contracts  it  has  with its customers are
cancelable  at  any  time  with  fourteen  to  thirty days' notice.  The Company
markets  its  services  through  its  in-house  sales  staff.

Product Fulfillment and Network and Storage Solutions

     NetView  Technologies,  Inc. is a proven supplier of IT product fulfillment
and  network  and  storage  solutions.  NetView  is  classified as a value-added
reseller  ("VAR") and has various retail agreements and certifications with such
companies as Hewlett Packard, Cisco and IBM.  Typically, NetView's customers are
Fortune  2000  businesses  and Small to Medium Business ("SMB") organizations of
which NetView markets its products and services through its own direct sales and
marketing  team,  direct  mail  and  trade  shows.

Communications Deployment

     The  Company  entered  the  communications  deployment  market  through its
acquisition  of  NewBridge  Technologies,  Inc.  on  July  31,  2003.  NewBridge
provides  structured  cabling, cabling infrastructure design and implementation,
security  installation  and  monitoring  and digital services of voice, data and
video  over  fiber  optic  networks to its residential and commercial customers.
NewBridge  markets  its  products  and services through its own direct sales and
marketing  team.  Typical customers of NewBridge are government agencies, school
districts  and  new  construction  residential  sub-divisions.

Sales and Marketing

     The  Company  utilizes  its  in-house  staff  of twenty-one sales and sales
support  personnel  to market its products and services.  The Company intends to
increase  this staff to fully implement its business plan.  The Company believes
it  can obtain a greater market share by cross-selling its products and services
to  its  existing  customer base and identifying new customers which can benefit
from  the Company's total IT solutions products and services.  A majority of the
Company's  customers are located in Houston, Texas, however, the Company intends
to  expand  its  marketing  strategy  through  acquisitions  of  complimentary
businesses.

     With  respect  to the source of the Company's revenue, the Company had four
customers,  each  which  provided more than 10% of the Company's revenue for the
fiscal  year  ended  December  31,  2003.

COMPETITION

     The Information Technology marketplace is intensely competitive and subject
to  rapid  technological  change.  The  Company's  competitors  include  other
Information  Technology  solutions  firms,  Internet professional service firms,
software  firms,  product and service fulfillment companies for the acquisition,
management  and configuration of storage and network installations and providers
of  communications  deployment.  These  competitors  are  national, regional and
local,  including  recognizable  companies  such  as  EDS,  IBM,  CompuCom  and
Accenture.  While  the  Company  competes  with  many  entities  that  have well
established  brand names, large customer bases and greater resources than it, it
believes  that its primary competitors are smaller companies with business plans
similar  to  the Company's


                                        5
<PAGE>
that  rely  upon  pre-existing  relationships  to  generate repeat business. The
Company  anticipates  that it will face additional competition from new entrants
that  provide  significant performance, price, creative or other advantages over
those  offered  by  the  Company.  Many  of  these competitors have greater name
recognition  and  resources  than  the  Company.

     The Company's primary focus is on solving well-defined customer problems or
providing  a  need-proven  service.  It  is  focused  on delivering reliable and
effective  IT  consulting  solutions,  managed  services,  software,  security
solutions,  internet telephony solutions, and network and storage solutions that
enable  enterprises  to  restructure  and  integrate  entire business processes,
extending  them  across  enterprise  boundaries  to  employees,  customers  and
suppliers.  The  Company  believes  that  as  its line of products, services and
solutions grows through internal and external initiatives, eLinear's sales force
will  be presented with cross-selling potential.  With appropriate training, its
goal  is that each customer sales representative will be responsible for selling
all  the  eLinear  offerings.

CUSTOMERS

     Four  customers  account  for  approximately  21%,  14%, 10% and 10% of the
Company's  revenue  for  fiscal  year  2003.  It  does  not  maintain  long-term
contractual  arrangements with any of these customers and, accordingly, there is
no assurance that these customers will continue to conduct business with eLinear
in the future.  The loss of any of these customers would have a material adverse
effect  on  its  business  operations.  The Company's business model relies upon
negotiated sales transactions with its customers on a transaction by transaction
basis.  Because  it  does not enter into long-term contracts with its customers,
there  is  no  assurance that eLinear will be able to conduct repeat business or
long-term  business  with  any one of its current customers.  The failure of its
customers  to  continue  to  do  business  with it would have a material adverse
effect  on  its  business  operations.

INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS AND LICENSES

     The  Company's success depends to a significant degree on its methodologies
and  software applications.  The Company does not have any patents or registered
copyrights  or  registered  trademarks.  The  Company  relies,  instead, on laws
protecting  trade  secrets,  common  law  rights  with respect to copyrights and
trademarks,  as  well  as  non-disclosure  and  other  contractual agreements to
protect  proprietary rights.  There can be no guarantee that those laws, and the
procedures  initiated  to protect its business, will prevent misappropriation of
its  proprietary  software  and  web  site  applications.  In  addition,  those
protections  do  not  preclude competitors from developing products with similar
features  as  those  of  the  Company.

     Although  the  Company believes its products and services are unique and do
not  infringe  upon  the proprietary rights of others, there can be no assurance
that  infringement claims will not be brought against the Company in the future.
Any  such  claim  could  result  in costly litigation or have a material adverse
effect  on  the  Company's  business, operating results and financial condition.

RESEARCH AND DEVELOPMENT

     The  Company  relies  on  the providers of the products it sells to upgrade
their products through research and development.  Consequently, the Company does
not  perform  research  and  development  and  has not incurred any research and
development  costs  during the two previous fiscal years and does not anticipate
incurring  any  such  costs  in  the  current  fiscal  year.

EMPLOYEES

     As  of March 31, 2004, the Company had 33 full-time employees.  None of the
Company's  employees  are  covered  by  any  collective  bargaining  agreements.
Management  believes  that  its  relations  with  its employees are good and the
Company  has  not  experienced  any  work  stoppages  attributable  to  employee
disagreements.


                                        6
<PAGE>
VOLATILITY OF STOCK MARKET

     There  have  been  significant  fluctuations  in  the  market price for the
Company's  common  stock.  Factors such as variations in the Company's revenues,
earnings  and  cash flow and announcements of innovations or acquisitions by the
Company  or  its competitors could cause the market price of the common stock to
fluctuate  substantially.  In  addition,  the stock market has experienced price
and  volume  fluctuations  that  have  particularly affected companies in the IT
services  markets, resulting in changes in the market price of the stock of many
companies  which may not have been directly related to the operating performance
of  those  companies.  Such  broad  market fluctuations may adversely affect the
market  price  of  the  Company's  common  stock.

ITEM 2. DESCRIPTION OF PROPERTY

     The Company's executive and administrative offices are located at 2901 West
Sam  Houston  Parkway,  Suite  E-300,  Houston,  Texas  77043.  It  leases these
facilities.  Its  lease  covers  approximately 25,300 square feet and expires on
December  31, 2005.  Its lease payments are $18,023 per month.  The Company also
has  a marketing and sales office in Dallas, Texas.  It leases these facilities.
Its  lease covers approximately 8,776 square feet and expires May 31, 2009.  The
lease  payments  are  $10,604  per  month.  The  Company's  executive  and
administrative  offices  were previously located in another location in Houston,
Texas.  Its obligation on this space is $5,103 per month and expires October 31,
2004.  The  Company  believes that suitable additional or replacement space will
be  available  to it if required.  The Company has no present plans to invest in
real  estate, real estate mortgages, or persons or entities primarily engaged in
real  estate  activities.


                                        7
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

     From time to time, the Company may become involved in litigation arising in
the  ordinary  course  of its business.  The Company is not presently subject to
any material legal proceedings outside of the ordinary course of business except
as  set  forth  below:

     On  December  16, 1999, eLinear and Imagenuity were served with a complaint
captioned  Chris  Sweeney  v.  Kinetics.com,  Inc. and Imagenuity, Inc., Circuit
Court,  Duval  County,  Florida,  Civil Case Number 1999-7252-CA.  The complaint
alleged  a  breach  of  an  alleged  oral  modification  of a written employment
agreement  between  the  Plaintiff,  Chris  Sweeney,  and Imagenuity and alleged
breaches  by eLinear and Imagenuity of fiduciary obligations which the Plaintiff
claims  were  owed to him.  Plaintiff is seeking as damages twenty percent (20%)
of  eLinear's  common  stock  received  by the sole shareholder of Imagenuity in
connection  with  the  merger  of Imagenuity with and into eLinear's subsidiary.
After  the  filing  of the complaint, eLinear's subsidiary, eLinear Corporation,
was  added  as  a Defendant.  Management intends to vigorously contest the case.
While  the  Company  believes  the  case  to  have no merit, at this stage it is
impossible to predict the amount or range of potential loss, if any.

     In  December 1999 eLinear counter-sued Chris Sweeney in a lawsuit captioned
eLinear  Corporation v. Chris Sweeney, United States District Court, District of
Colorado,  Case  Number 99-WM-2434.  The Complaint sought a determination of the
rights  of  the  parties  with  respect  to  the  termination of Chris Sweeney's
employment  agreement  with  Imagenuity.  The  lawsuit  was  indefinitely stayed
pending  resolution  of  the  Florida  litigation  discussed  above.

     On  March  27,  2003,  the Company filed a motion to dismiss for failure to
prosecute,  since  the Plaintiff has failed to file any "record activity" in the
case  for  a  period  of  more  than  one year.  On June 13, 2003, the motion to
dismiss  was  denied  and  the  case  is  moving forward. The Company intends to
vigorously  contest  all claims in this case which is currently in the discovery
phase.

     On  October  17,  2003,  the Company filed a civil suit against Jon Ludwig,
former  CEO  of  the  Company,  for  the  following  causes of action: breach of
fiduciary  duty;  negligent  misrepresentation;  theft  of  trade  secrets;
theft/conversion  of  property;  wrongful  interference  with  existing  and
prospective contracts; and civil conspiracy. This case is currently in the 127th
Judicial  District in the District Court of Harris County, Texas. As of December
31,  2003,  the Company has not requested a specific damage amount. Discovery in
this  case  is  at  the  beginning  stages.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matters  were submitted during the fourth quarter of the period covered
in  this  report  to  a  vote  of  shareholders.


                                        8
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  Company's common stock trades on the American Stock Exchange under the
symbol  "ELU" since April 1, 2004.  Prior thereto, and for all periods described
in  the  table  below,  its  common stock traded on the OTC Bulletin Board.  The
market  for  the  Company's  common  stock on the OTC Bulletin Board is limited,
sporadic  and  highly  volatile.  The following table sets forth the approximate
high  and  low  closing  sales  prices per share as reported on the OTC Bulletin
Board  for  the  Company's  common  stock  for  the  last two fiscal years.  The
quotations  reflect  inter-dealer  prices,  without retail markups, markdowns or
commissions  and  may  not  represent  actual  transactions.

<TABLE>
<CAPTION>
                                            High           Low
                                            -------------------
<S>                                         <C>           <C>
     Year 2003
     ---------
         Quarter ended December 31          $2.75         $1.19
         Quarter ended September 30         $1.62         $0.65
         Quarter ended June 30              $1.00         $0.45
         Quarter ended March 31             $0.45         $0.45
     Year 2002
     ---------
         Quarter ended December 31          $0.55         $0.21
         Quarter ended September 30         $1.35         $0.32
         Quarter ended June 30              $6.00         $1.50
         Quarter ended March 31             $5.15         $1.70
</TABLE>


     As  of  January  20,  2004,  there were approximately 2,083 stockholders of
record of the Company's common stock.  The Company has neither declared nor paid
any cash dividends to date.  The Company does not anticipate paying dividends in
the  foreseeable  future until such time as the Company has sufficient cash flow
from  operations  to  justify  payment  of  a  dividend.

RECENT SALES OF UNREGISTERED SECURITIES

     Set  forth  below  is  certain  information  concerning  all  issuances  of
securities  by  the  Company  during the fiscal quarter ended December 31, 2003,
that  were  not  registered  under  the  Securities  Act.

     On  October  23,  2003, the Company issued 60,000 shares of common stock to
Capital Research Group in consideration of investor relations services valued at
$141,000  pursuant  to  the exemption provided by Section 4(2) of the Securities
Act.

     On October 23, 2003, the Company issued 6,000 shares of common stock to Roy
Sahachaisere  in  consideration of investor relations services valued at $14,100
pursuant  to  the  exemption  provided  by  Section  4(2) of the Securities Act.

     Between  September 2 and December 13, 2003, the Company completed a private
placement  transaction  in  which  it issued to an aggregate of 88 investors (69
were  accredited)  an  aggregate  of  1,330,564  shares  of  common stock for an
aggregate  purchase  price  of $931,395.  The securities were issued pursuant to
the  exemption provided by Regulation D of the Securities Act.  The Company used
the  services  of NevWest Securities Corporation, a registered broker-dealer, as
placement  agent  to  assist  it in this private placement, which received sales
commission  of  between  7-10% of the gross proceeds of the offering, as well as
warrants  to purchase 26,611 shares of Company common stock at an exercise price
of  $0.70  per  share.

     All  of  the above transactions were completed pursuant to  Section 4(2) of
the Securities Act (except for the private offering placed by NevWest Securities
Corporation).  With  respect  to  issuances made pursuant to Section 4(2) of the
Securities  Act,  the  transactions did not involve any public offering and were
sold  to  a  limited  group of persons.  Each recipient either received adequate
information  about  the


                                        9
<PAGE>
Company  or  had  access,  through  employment  or  other relationships, to such
information,  and  the Company determined that each recipient had such knowledge
and experience in financial and business matters that they were able to evaluate
the  merits  and  risks  of  an  investment  in  the  Company.

     With respect to  the placement made by NevWest Securities Corporation, such
issuances  were made pursuant to Rule 505 of Regulation D of the Securities Act,
the  Company  determined  that  each  purchaser  was an "accredited investor" as
defined  in Rule 501(a) under the Securities Act, or if such investor was not an
accredited  investor,  that  such  investor received the information required by
Regulation  D.

     Except  as otherwise noted, all sales of the Company's securities were made
by  officers of the Company who received no commission or other remuneration for
the  solicitation  of  any  person  in  connection  with the respective sales of
securities  described  above.  The  recipients  of  securities represented their
intention  to  acquire the securities for investment only and not with a view to
or  for sale in connection with any distribution thereof and appropriate legends
were  affixed  to  the  share  certificates and other instruments issued in such
transactions.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION

     The  following discussion and analysis of the Company's financial condition
as  of  December 31, 2003, and the Company's results of operations for the years
in  the  two-year  period  ended  December  31, 2003 and 2002, should be read in
conjunction  with  the  Company's  audited consolidated financial statements and
notes  thereto  included  elsewhere  in  this  report.

OVERVIEW

     The Company currently consists of three operating segments:

     -    Consulting  services. The Company offers consulting services, creative
          web  site  design,  web site content management software and technical
          project  management  and  development  services.

     -    Product  fulfillment  and  network  and storage solutions. Through its
          wholly  owned  subsidiary,  NetView,  the  Company  offers  a complete
          solution  to  its  customers  for  the  acquisition,  management  and
          configuration  of  complex  storage  and network server installations.

     -    Communications  deployment.  Through  its  wholly  owned  subsidiary,
          NewBridge,  the Company provides structured cabling, which is a set of
          cabling  and  connectivity  products that integrate voice, data, video
          and  various  management  systems,,  cabling infrastructure design and
          implementation,  which  is  the  design  and  implementation  of  the
          structured  cabling  systems, security installation and monitoring and
          digital services of voice, data and video over fiber optic networks to
          its  residential  and  commercial  customers.


                                       10
<PAGE>
     The  Company  operated  as  a technology consulting business since December
1999.  It  acquired  its  Internet  consulting business as a result of a reverse
merger  with  Imagenuity,  Inc. ("Imagenuity") in 1999.  Since 1999 to date, its
Internet consulting business consisted of Internet consulting services, creative
web  site design, web site content management and software and technical project
management  and  development  services.  For  the fiscal year ended December 31,
2003,  the  consulting segment contributed 4% of its revenue.  Immediately prior
to  acquiring  the  business of Imagenuity, eLinear, which at the time was named
Kinetiks.com,  Inc.  ("Kinetiks.com")  did not engage in any business activities
except  for  negotiating  and  compromising  debt  and  searching  for  merger
candidates.  While  Kinetics.com  was  the  survivor  in  the  merger,  from  an
accounting  standpoint  the  transaction  was  accounted  for as though it was a
recapitalization  of  Imagenuity  and a sale of shares by Imagenuity in exchange
for  the  net assets of Kinetics.com.  On July 31, 2000, the Company changed our
name  to  eLinear,  Inc.

     The  Company completed the acquisitions of NetView and NewBridge during the
last fiscal year.  In April 2003, the Company issued 12,961,979 shares of common
stock  for  all of the outstanding common stock of NetView. After the merger the
stockholders  of  NetView  owned  approximately  90%  of  eLinear.

     Although  NetView  became  our  wholly  owned  subsidiary,  for  accounting
purposes  this  transaction  was  treated  as  an  acquisition  of eLinear and a
recapitalization  of  NetView  using  the  purchase  method  of accounting.  The
acquisition resulted in goodwill of $451,920.  Since NetView is deemed to be the
acquiring  company  for  accounting  purposes, the financial information for the
years  ended  December  31,  2002  and  2003  is  information  derived  from the
consolidated  financial  statements  of  NetView.

     In  July 2003, the Company completed the acquisition of all the outstanding
shares of NewBridge.  Pursuant to the transaction, eLinear issued 850,000 shares
of  its  common  stock valued at $935,000, using an average of the bid and asked
prices  on July 31, 2003, and options to purchase 300,000 shares of common stock
valued  at  $274,000  using Black-Scholes to the shareholders of NewBridge.  The
acquisition  was accounted for using the purchase method of accounting resulting
in  goodwill  of  $1,491,102,  as  restated.

RECENT DEVELOPMENTS

     In  January  2004, the Company entered into a securities purchase agreement
with  several  accredited investors and raised gross proceeds of $2,533,850.  In
February  2004,  the  Company entered into another securities purchase agreement
with several accredited investors and raised gross proceeds of $2,460,000.  Both
of  these  agreements  include  warrants,  which  if  exercised will bring in an
additional  $6,992,156.  In  each  of  these  offerings  the  Company issued its
securities  at  prices  below  the  then  market  price  of  its  common  stock

     In February 2004, the Company obtained a secured revolving note with Laurus
Master Fund, Ltd. ("Laurus").  Under the terms of the agreement, the Company can
borrow  up  to  $5,000,000 at an annual interest rate of prime plus .75% (with a
minimum  rate  of  4.75%).  The  agreement contains two notes: a minimum secured
revolving note totaling $2,000,000 ("term note") and a revolving credit facility
totaling  $3,000,000  ("revolver")  based  on  eligible  accounts  receivable.

Revolver

     The  Laurus revolver provides for borrowings of up to the lesser of; (i) $3
million  or (ii) 90% of the Company's eligible accounts receivable.  As of March
31, 2004, eligible receivables would not support additional borrowings under the
facility.  The  Company  borrowed $1,000,000 under the revolving facility on the
date  of the agreement.  The revolving credit facility has a term of three years
and  accrues  interest on outstanding balances at the rate of prime (4.00% as of
March  31,  2004) plus 0.75%.  Laurus has the option to convert all or a portion
of  the advances under any secured convertible revolving note into shares of the
Company's  common  stock at any time, subject to certain limitations, at a fixed
conversion  price  of  $2.91  per  share.  As  amounts  are  drawn  on  this
line-of-credit,  to  the  extent  the  current  market  price  exceeds the fixed
conversion  price,  additional  interest  expense  will  be  recognized for this
beneficial  conversion feature.


                                       11
<PAGE>
     The  revolving  credit  facility  is  secured  by  all of the assets of the
Company.  All  stock  conversion  prices  and  exercise  prices  are  subject to
adjustment  for stock splits, stock dividends or similar events. As of March 31,
2004,  the  Company had approximately $1,000,000 outstanding under the revolver.

Term Note

     The  term  note  has  a term of three years.  The Company has the option of
paying  scheduled  interest  and principal, or prepaying all or a portion of the
term note with shares of its common stock at the fixed conversion price of $2.91
per  share,  provided that the closing price of the common stock is greater than
$3.20 per share for the five trading days immediately preceding the payment date
and  that  the shares are registered with the Securities and Exchange Commission
or  with cash at 115% of the outstanding balance.  Laurus also has the option to
convert  all  or  a portion of the term note into shares of the Company's common
stock  at  any time, subject to certain limitations, at a fixed conversion price
of  $2.91  per  share.  The term note is secured by a blanket lien on all of the
Company's  assets.  In  conjunction with the term note, Laurus was paid a fee of
$219,500  and  received a seven-year warrant to purchase up to 290,000 shares of
the Company's common stock at prices ranging from $3.05 to $3.32 per share.  The
warrants,  which  are  exercisable  immediately, were valued at $478,200 using a
modified  Black-Scholes  option  pricing model.  The value of these warrants and
the fees paid to Laurus were recorded as a discount to the term note and will be
amortized  over  the  term  of  the  loan  using  the effective interest method.

     The  term  note is considered to have a beneficial conversion feature since
the  fair  market value of the common stock issuable upon conversion of the term
note exceeded the value allocated to the term note on the date of issuance.  The
difference  between  the market value of the shares issuable upon conversion and
the value allocated to the term note of $1,302,293 is considered to be the value
of  the  beneficial  conversion feature.  The value of the beneficial conversion
feature  has  also  been  recorded  as  a  discount to the term note and will be
amortized over the term of the loan using the effective interest method.  In the
event  the  investors  convert  the  debentures  prior  to  the  maturity of the
agreements, then generally accepted accounting principles require the Company to
expense  the  unamortized  balance  of  the  debt  discount  in  full.

     In  addition  to the $219,500 fee paid to Laurus, the Company paid $273,300
in  finder's  fees to vSource Capital.  The $273,000 was capitalized as deferred
financing  costs  and will be amortized using the effective interest method over
the  term  of  the  loan  agreement.

     As  part  of  the  above  credit  facility,  the  Company  agreed to file a
registration  statement  with  the  SEC  in  order to register the resale of any
shares  issuable  upon conversion of up to $2 million of the credit facility and
upon  the  exercise  of  the  warrants.  The  terms of its agreement with Laurus
require  it  to  file  the  registration  statement  and  have  the registration
statement  declared  effective by a definitive period of time, not to exceed 150
days from February 23, 2004.  If the Company fails to meet this deadline, if the
registration  statement  is  not  declared effective prior to the 90th day after
filing  the  registration  statement,  if  the  registration statement ceases to
remain  effective,  or certain other events occur, the Company has agreed to pay
Laurus  liquidated  damages  of  1.5% of the principal amount of the convertible
portion  of  the  note  per  month.  Laurus is limited to owning or beneficially
owning  a  maximum of 4.99% of the Company's outstanding shares of common stock.
In addition, each time the Company borrows $2 million under the credit facility,
the  Company  will  be  required  to  file  an additional registration statement
covering the possible conversion of that amount of the note.  The Company is not
obligated  at any time to repurchase any portion of the Laurus conversion shares
nor  the  shares  underlying  the  warrants.

     The  Company's  strategy  is  to  expand  its  operations  along  the above
reporting  segments  through  internal  growth  and  through  acquisitions.  The
Company  intends  to  utilize the proceeds from its recent offerings, as well as
through  additional  offerings,  to  finance  its  internal  growth  and for any
acquisitions.  There  is no assurance that the Company will be able to raise any
additional  funds,  or  if it does raise additional funds, it may do so at below
market  prices,  which  would  cause  dilution  to  its  shareholders.

CRITICAL ACCOUNTING POLICIES


                                       12
<PAGE>
     General

     The  Consolidated  Financial Statements and Notes to Consolidated Financial
Statements contain information that is pertinent to this management's discussion
and  analysis.  The  preparation  of  financial  statements  in  conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and liabilities and disclosure of any contingent assets and
liabilities.  Management believes these accounting policies involve judgment due
to  the  sensitivity  of  the  methods,  assumptions  and estimates necessary in
determining the related asset and liability amounts.  Management believes it has
exercised  proper judgment in determining these estimates based on the facts and
circumstances  available  to its management at the time the estimates were made.
The  significant  accounting  policies  are described in the Company's financial
statements  (See  Note  2  in  Notes  to  Consolidated  Financial  Statements).

     Revenue Recognition

     The Company's revenue recognition policy is objective in that it recognizes
revenue when products are shipped or services are delivered.  Accordingly, there
are  no  estimates  or  assumptions  that have caused deviation from its revenue
recognition  policy.  Additionally,  the  Company  has a limited amount of sales
returns  which  would  affect  its  revenue  earned.

     The  Company  accounts  for  arrangements that contain multiple elements in
accordance  with  EITF 00-21, "Revenue Arrangements with Multiple Deliverables".
When  elements  such as hardware, software and consulting services are contained
in  a single arrangement, or in related arrangements with the same customer, the
Company  allocates  revenue  to  each  element based on its relative fair value,
provided  that  such element meets the criteria for treatment as a separate unit
of  accounting.  The price charged when the element is sold separately generally
determines  fair  value.  In  the absence of fair value for a delivered element,
the  Company  allocates  revenue  first  to  the  fair  value of the undelivered
elements  and  allocates the residual revenue to the delivered elements.  In the
absence  of  fair value for an undelivered element, the arrangement is accounted
for  as a single unit of accounting, resulting in a delay of revenue recognition
for  the  delivered  elements until the undelivered elements are fulfilled.  The
Company  limits  the amount of revenue recognition for delivered elements to the
amount  that is not contingent on the future delivery of products or services or
subject  to  customer-specified  return  or  refund  privileges.

     The  Company recognizes revenue from the sale of manufacturer's maintenance
and  extended  warranty contracts in accordance with EITF 99-19 net of its costs
of  purchasing  the  related  contracts.

     Allowance for Doubtful Accounts

     The  Company  maintains  an allowance for doubtful accounts, which reflects
the  estimate  of  losses  that  may  result  from  the inability of some of the
Company's  customers  to make required payments.  The estimate for the allowance
for  doubtful  accounts is based on known circumstances regarding collectability
of  customer  accounts  and historical collections experience.  If the financial
condition  of  one  or  more  of  the  Company's  customers were to deteriorate,
resulting  in  an  impairment  of  their  ability  to  make payments, additional
allowances  may be required.  Material differences between the historical trends
used  to  estimate  the  allowance  for  doubtful accounts and actual collection
experience  could  result  in  a  material  change to the Company's consolidated
results  of  operations  or  financial  position.


     Goodwill

     As  of  December  31,  2003,  the  Company  had  $1,943,022 of goodwill, as
restated,  resulting from the acquisitions discussed above.  Goodwill represents
the  excess  of cost over the fair value of the net tangible assets acquired and
is  not  amortized.  However, goodwill is subject to an impairment assessment at
least  annually  which may result in a charge to operations if the fair value of
the  reporting  segment  in which the goodwill is reported declines.  Due to the
large  amount  of  goodwill  presently on the Company's financial reports, if an
impairment  is  required  the Company's


                                       13
<PAGE>
financial condition and results would be negatively affected.

     Accounting for Stock-Based Compensation

     The  Company  accounts for stock-based compensation based on the provisions
of  Accounting  Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees,"  as  amended  by  the  Financial  Accounting  Standards  Board
Interpretation  No.  44,  "Accounting  for  Certain Transactions Involving Stock
Compensation."  Accounting  Principles  Board  Opinion  No.  25  and  Financial
Accounting  Standards  Board  Interpretation  No.  44 state that no compensation
expense  is  recorded for stock options or other stock-based awards to employees
that  are  granted  with  an exercise price equal to or above the estimated fair
value  per  share  of the company's common stock on the grant date.  The Company
adopted  the  disclosure  requirements  of  Statement  of  Financial  Accounting
Standards  No.  123,  "Accounting  for Stock-Based Compensation," which requires
compensation  expense  to  be  disclosed  based on the fair value of the options
granted  at  the  date  of  the  grant.

     In  December  2002,  the  Financial  Accounting  Standards Board issued its
Statement  No.  148,  "Accounting  for Stock-Based Compensation - Transition and
Disclosure-an  amendment  of  Financial Accounting Standards Board Statement No.
123." This Statement amends Statement of Financial Accounting Standards No. 123,
to  provide  alternative  methods  of  transition for an entity that voluntarily
changes  to  the  fair value based method of accounting for stock-based employee
compensation.  It  also  amends  the  disclosure  provisions  of  Statement  of
Financial Accounting Standards No. 123 to require prominent disclosure about the
effects  on  reported net income of an entity's accounting policy decisions with
respect  to  stock-based  employee  compensation.  The  transition  and  annual
disclosure provisions of Statement of Financial Accounting Standards No. 148 are
effective  for  fiscal  years  ending  after  December 15, 2002, and the interim
disclosure  provisions  were  effective  for  the first interim period beginning
after  December  15,  2002.  The  Company did not voluntarily change to the fair
value  based  method  of  accounting  for  stock-based  employee  compensation,
therefore,  the  adoption of Statement of Financial Accounting Standards No. 148
did  not  have  a  material  impact on its operations and/or financial position.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     The  Company's  primary  business focus is on solving well-defined customer
problems  or  providing  a  need-proven  service.  It  is  focused on delivering
reliable  and  effective  IT  solutions,  managed  services,  software, security
solutions,  Internet  telephony solutions and network and storage solutions that
enable  enterprises to restructure and integrate entire business processes while
extending  them  across  enterprise  boundaries  to  customers,  employees  and
suppliers.  As  its  arsenal  of  products, services and solutions grows through
internal  and external initiatives, its sales force will be required to leverage
its  cross-selling  potential.  The Company earns  its revenue through the sales
efforts  of its three distinct business segments.  When products and/or services
are  purchased,  the  Company  invoices  its customers and subsequently receives
payment  for  those products and/or services, which generates the cash needed to
pay for those products and/or services.  Due to its growth, the Company has been
required  to  obtain  various  lines  of credit to finance the purchase of these
products.

     Prior  to  the  acquisitions  of  NetView  and NewBridge, the Company was a
technology  consulting  services  firm providing strategic consulting solutions,
creative  web  site  design,  web site content management software and technical
project  management  and  development  services to companies seeking to increase
productivity  or  reduce  costs through investing in technology. The information
technology outsourcing and consulting industry in which the Company operates has
declined  drastically  with  substantial  overall  reductions  in  information
technology  investments.  This  has resulted in a dramatic reduction in spending
for  information  technology services overall, and a significant decrease in the
amount  of  services  the  Company is to sell.  In order to reduce costs eLinear
closed  its  offices  in  Denver  during 2002 and has concentrated its marketing
efforts  in  the Houston market.  However, due to the failure of Enron Corp. and
weakening  financial  conditions  of companies such as Dynegy Energy and Reliant
Resources,  the  Houston  market for information technology services in 2002 and
2003  has  been  hit  particularly  hard.


                                       14
<PAGE>
     In  order  to diversify its business plan, the Company began seeking merger
candidates.  eLinear  selected  NetView  due  to  its  list  of  customers  and
management  with  the view toward cross-selling our consulting services with its
network  and  storage  solutions  customers.  Its  acquisition  of NewBridge was
determined  by  its  desire  to  provide  a  total  IT  solutions product to its
customers,  which  NewBridge  provided the ability to expand its business in the
area  of  communications  deployment.  In addition to its consulting services it
previously  provided,  it  now  offers  a  full  range  of  IT solutions.  These
acquisitions  have  in  fact  expanded its customer base and provided additional
sales  opportunities,  which  were  not previously available to it.  The Company
intends  to  expand  its  business  in  all three segments of which it operates.

     eLinear  is  specifically  focused  on  growing  its  business  across  all
offerings.  This  growth  will  in  some  instances be pursued internally and in
others,  externally  via  acquisitions.

Internal Growth
---------------
     The  primary  focus  internally  will  be on making strategic hires for our
network  solutions, IP Telephony solutions and security solutions.  This has and
will  continue  to  include:
     1)   account  executives  that  bring  to eLinear established relationships
          with  customers  and
     2)   technical  resources and engineers that can assess, architect, design,
          implement,  support and maintain all the different aspects required by
          our  solutions.

     Much  of  our internal growth will also come from leveraging our ability to
cross-sell  our  diverse offerings to our entire customer base.  We also plan to
expand  into  the  geographies that our current customers have presences in, and
hence,  would be relatively easier than expanding into other geographies without
any  inroads  into  them.  More specifically, below are some current initiatives
being  worked  on:
     1)   IP  Telephony  - the design, architecting, implementation and roll-out
          of corporate Voice over Internet Protocol telephone systems integrated
          with  data  networks,  eliminating  the need for traditional switching
          telephone  systems - we have identified several account executives and
          engineers  that  would enable broader customer coverage. Concurrently,
          we  are  in  the  process  of  upgrading our certification levels with
          partners  in  order  to  provide  us with better services, pricing and
          opportunities  (primarily  Cisco).
     2)   Network  Solutions  -  we  continually  hire  account  executives  and
          engineers  that  enable  broader  customer  coverage  by  bringing new
          customers  and skills to eLinear. Most recent example is the hiring of
          nearly  25  people  in Dallas as an extension of our Houston presence.
     3)   Security Solutions - we are in the process of hiring security specific
          account  executives  to  grow  security system sales to our customers,
          with  the  solutions  being enabled via strategic partnerships (Cisco,
          Netscreen,  etc.)

     All  of  our  solutions  will be distributed through our internal sales and
engineering forces.  At this time, we will not be relying on a reseller channel.

External Growth
---------------
     The  primary focus externally will be on making strategic acquisitions into
areas that we feel we want to compete in but will not be able establish and grow
a  competitive presence internally.  The security systems arena is the main area
where  our  acquisitions  will  be  targeted.  Intrusion  technology  firms  and
security  consulting  firms  that  can  perform  vulnerability  assessments,
penetration testing and security policy creation represent areas that we feel we
can  be  more effective acquiring into.  Several candidates have been identified
and  we are in discussions with several parties, although nothing definitive has
been  agreed  to.

Financing Our Growth
--------------------
     Currently,  we have enough cash on our balance sheet and credit through our
lines  of  credit  to  fund  our  internal  working capital needs, which include
internal  growth  initiatives  over the next twelve months, and one acquisition.
Moving  forward,  should we determine that it is strategically important to make
multiple  acquisitions,  then we may need to pursue additional funding for those
acquisitions.


                                       15
<PAGE>
Purchase of New Products
------------------------
     From  a  procurement  perspective, we have lines of credit with Textron and
our  three primary vendors Ingram Micro, Synnex and Tech Data that are needed in
order  to  fund  the  purchase of hardware required for our solutions offerings.
Our  new  products  are  purchased  primarily  through one of the three vendors,
Ingram  Micro,  Synnex and Tech Data.  If the credit line at each vendor becomes
over extended, then that vendor gets paid by Textron immediately at invoicing of
the product.  eLinear then has 30 days to pay Ingram Micro, Synnex and Tech Data
and  45  days  to  pay Textron.  This enables us to maintain liquidity and rapid
procurement  on  behalf  of  our  customers.

NetView Acquisition
-------------------
     The  acquisition of NetView brought to eLinear customers that need services
in  the  network  solutions  market  -  including  the  design,  procurement,
implementation,  support  and  maintenance  of  corporate  networks.  NetView's
customer  base  ranges  from  the  likes of the Fortune 2000 to small and medium
businesses.  Industry verticals that Netview customers are in, and hence are new
markets  to  eLinear,  include  energy, healthcare, state and local governments,
finance and several others. The opportunities acquired are general in nature and
there  was  not any specific opportunity that was deemed material in making this
acquisition.  Network  solutions will be selectively expanded through the hiring
of key account executives with long-term, well-established client relationships.

NewBridge Acquisition
---------------------
     The  acquisition  of  NewBridge  brought  to  eLinear  customers  that need
services  in  the  network  infrastructure  market  -  including  the  design,
procurement,  implementation,  support  and  maintenance  of  physical  network
infrastructure such as structured cabling, network access points (drops), secure
card  access,  closed  circuit TV, and other services. NewBridge's customer base
includes  Houston  based  businesses,  big  and  small,  that  require  physical
infrastructure  for  networks  in  new  facilities, expansions, upgrades and for
maintenance  of existing facilities. Industry verticals that NewBridge customers
are  in  include  energy  and  state  and local governments (Houston Independent
School District, Harris County) and several others. Part of the strategic reason
for  the  acquisition  was an opportunity to develop infrastructure services for
residential  communities,  including security alarm installation and monitoring.
That opportunity has not yet materialized. Network infrastructure solutions will
be  selectively  expanded  through  the  hiring  of  key account executives with
long-term,  well-established  commercial  client  relationships. There is little
emphasis  on  the  residential  aspect  of  infrastructure.

Challenges  and  Risks
----------------------
     1)   Continued  improvement in IT spending trends, specifically on security
          and  regulatory  compliance  technology  enablement - eLinear plans to
          address  this by continually refocusing on solutions that are critical
          to  clients,  granting eLinear access to areas that warrant technology
          and  strategic  spending;
     2)   General  economic  conditions,  at  the  local,  regional and national
          level;  and
     3)   Continued  access  to  capital  and  human capital resources - eLinear
          continually  attends  conferences  where capital sources are marketing
          their  services  and  such  relationships  are continually maintained.
          eLinear  continually  utilizes  the services of recruiters in order to
          ensure  access  to  high  quality  human  capital  talent.

     Revenue. Total revenue for the year ended December 31, 2003 was $13,501,140
which  was  an increase of 82% over the prior year period of $7,437,184. Revenue
from  the  consulting  services  business  segment for fiscal 2003 was $608,370,
which was 4% of total revenue. The consulting services business segment has seen
as  significant decline in customer utilization during 2002 and 2003. Due to the
significant reduction in customers, the Company significantly reduced its number
of  full-time  employees  and  contract  personnel during the period in order to
reduce  costs  and  conserve  limited resources. In addition, the former CEO and
primary  consultant of the Company resigned in May 2003 and the Company lost its
primary  consulting  customer  in  March  2004.  The  Company  does  intend  to
concentrate  its  efforts  on  building  additional  consulting service customer
relationships  during the current fiscal year and, if successful, add additional
personnel  to  increase  sales.  The  Company intends to concentrate on building
additional  customer  relationships  during  the  current  fiscal  year  and, if
successful,  add  additional  personnel to increase its sales. Revenue generated
from  the  network  and  storage  solutions business segment for fiscal 2003 was
$12,686,133,  which  was an increase of $5,248,949, or 71% over fiscal 2002. The
network  and


                                       16
<PAGE>
storage  solutions  business segment contributed 94% of total revenue for fiscal
2003.  The  Company  was  able  to  increase  its  revenue  over the 2002 period
primarily  by  the  addition  of  sales  personnel  who  had  previous  customer
relationships.  The  increase in revenue was due to an increase in the amount of
product  sold and was not affected by an increase in pricing. eLinear intends to
focus  on  adding additional customers and personnel to service these customers.
Revenue  from the communications deployment business segment for fiscal 2003 was
$206,637,  which  was  2%  of  total  revenue.

     NetView began its operations in the first quarter of 2002 and began to earn
revenue  in  February 2002 on a limited basis. The increase in revenue in fiscal
2003  was  a  result of a full twelve months of sales by NetView during the 2003
period,  as  well  as  an  increase  in  the number of customers and orders that
NetView procured during the period. The revenue percentage increase attributable
to  a  full  twelve  months of operations during the 2003 period was 50% and the
increase  attributable  to  an  increase  in  the  number  of customers was 16%.
Additional increases in revenue resulted from the contribution by the consulting
services and communications deployment business segments, which were not present
in  fiscal 2002. These business segments contributed 4% and 2%, respectively, of
total  revenue  for  fiscal  2003.  During  fiscal  2003,  the Company's primary
consulting  employee  resigned.  The  Company  has  worked  to retain additional
consultants,  but if it is unable to do so, its consulting services revenues may
decline  in  future  periods.

     Of  the  revenue  generated  for  the  period ended December 31, 2003, four
customers  provided  in excess of 10% of the Company's revenue.  The loss of any
of  these  customers  may  have  an  adverse  financial  effect  on the Company.

     Cost  of  sales.  Total  cost of sales for the year ended December 31, 2003
was  $11,357,405,  an  increase  of  $4,906,243, or 76%, over the 2002 period of
$6,461,162.  For  the  network  and  storage solutions business segment, cost of
sales is comprised primarily of the costs associated with acquiring hardware and
software to fill customer orders.  For the consulting services business segment,
cost  of  sales  consists primarily of full-time personnel and contract employee
costs  associated  with  projects the Company provides to its clients for a fee.
For  the  communications  deployment  business  segment,  cost of sales consists
primarily  of materials and personnel to build the customer infrastructure.  The
primary  component  of  the  increase in cost of sales was the cost of procuring
hardware  and  software  to  fill  an  expanded  number of customer orders.  The
Company's  principal  suppliers  of  hardware  and software products are Hewlett
Packard  and  Cisco, which contributed approximately 65% of its sales for fiscal
2003.  The  Company anticipates they will continue to be its principal suppliers
in  the  future.  Total hardware and software costs amounted  to $10,840,416 for
fiscal  2003.  The  Company  anticipates  that  cost  of  sales will increase as
revenue  increases.

     Gross  profit.  Total  gross  profit  increased  from $976,022 for the year
ended  December  31,  2002,  to $2,133,735 for the year ended December 31, 2003.
The  increase  in  gross  profit was a result of an increase in revenue from all
business segments.  Total gross profit as a percentage of revenue increased from
13% for fiscal 2002 to 16% for fiscal 2003.  The primary reason for the increase
was  a  result  of  higher  profit  margin  projects  provided by the consulting
services  and  communications  deployment  business  segments.

     Operating  expenses.  Total  operating expenses for the year ended December
31,  2003, were $3,171,553, an increase of $2,405,855, or 314%, over fiscal 2002
of  $765,698.  The Company added additional personnel in its network and storage
solutions  business  segment to facilitate the rapid increase in customer orders
and  has  reduced  personnel  in  its  consulting  services  business  segment,
reflecting  an  increase  in the use of subcontractors to execute on projects as
opposed to full-time employees.  At the end of fiscal 2002, the Company employed
14  personnel  in  the network and storage solutions business segment, which had
increased  to  23  by  the end of 2003.  This resulted in an increase in payroll
costs  of  approximately  $480,000,  excluding other payroll related costs.  The
number  of  employees in the consulting services business segment decreased from
11  at  the  beginning  of fiscal 2002 to two as of December 31, 2003, and there
were  two  employees in the communications deployment business segment.  The net
effect  was  an increase in payroll and related costs of $1,164,933, which costs
are  primarily  composed  of payroll,


                                       17
<PAGE>
payroll  taxes  and  health  insurance.  There were no payroll and related costs
incurred  during  fiscal  2002  for  the  consulting  services or communications
deployment  business  segments.

     Professional  services,  which  is  comprised  of  legal,  accounting  and
consulting  fees,  increased from $114,409 for 2002 to $526,664 for fiscal 2003.
Of this 2003 amount, $93,500 was invoiced to the Company as consulting fees from
two  officers  of  the  Company.  The Company does not anticipate incurring such
fees  from  the  officers in the future.  Other increases attributable to fiscal
2003 were increased legal and accounting fees arising from the merger of NetView
into  eLinear  and  the  acquisition  of  NewBridge.

     Office  administration expenses increased from $136,672 for the 2002 period
to  $175,159  for fiscal 2003.  The Company increased its amount of office space
under  lease  during  fiscal  2003  and due to an increase in personnel incurred
additional  office  administration  expenses.  Other  expenses  increased  from
$125,976  for  fiscal  2002 to $905,009 for fiscal 2003.  The primary reason for
the  increase  was  due  to  an  increase in fees paid for advertising to public
relations  firms  and  non-cash  compensation expenses attributable to stock and
stock  option issuances.  The Company is continuing to identify areas whereby it
may  reduce  its  overhead  expenses  during  fiscal  2004.

     Net  Loss.  The  net  loss  for  the  year  ended  December  31,  2003  was
$1,022,161,  or $0.07 per share basic and diluted, compared to net income before
pro  forma  net  income  tax  expense  of $199,394, or $0.02 per share basic and
diluted,  for  fiscal  2002.

LIQUIDITY AND CAPITAL RESOURCES

     Changes  in  cash  flow.  The  Company currently manages the payment of its
current  liabilities  and  other obligations on a monthly basis, as cash becomes
available.  Net  cash  used  in operating activities for the year ended December
31,  2003,  was $1,106,769 compared to net cash provided by operating activities
of  $241,253 for fiscal 2002.  This was a reduction of $1,348,022 over the prior
year.  The  primary  components  of  net  cash  used in operating activities for
fiscal  2003  were  a  net  loss of $1,022,161, increases in accounts receivable
resulting  from  increased  sales  when compared to the prior year and increased
purchases  of  inventory  associated  with the increase in sales.  We utilized a
portion  of  our  operating cash flow to reduce our accounts payable and to make
payments  on  certain  indebtedness  due  to  two of our officers.  Cash used by
investing  activities  decreased  from  $46,527  for  fiscal 2002 to $19,143 for
fiscal  2003.  Cash  provided  by  financing  activities increased from a use of
$73,832  for  fiscal  2002  to  $1,559,501  for  fiscal 2003.  This increase was
primarily  attributable  to  sales  of  common stock and through the exercise of
stock  options.

     Capital  Resources.  The Company has funded its operations through the sale
of  common  stock, the exercise of stock options, short-term borrowings from two
of its officers and lines of credit.  From September 2 to December 13, 2003, the
Company sold shares of its common stock in a private placement for aggregate net
proceeds  of  $838,255.  During  the  year  ended December 31, 2003, the Company
received  $745,443  through  the  exercise  of  options.  NetView has funded its
operations  by way of loans from Messrs. Allen and Casey.  At December 31, 2003,
the  amount  due  these individuals was $215,703.  These notes were subsequently
repaid  during  January  2004.  NetView  has funded its purchases of network and
storage  solutions  products  primarily  through  vendor  provided  financing
arrangements.  In  March  2003,  NetView obtained a $1 million line of credit to
fund  purchases  of  network  and  storage  solutions  product  for  delivery to
customers.  Under  the  terms  of  the agreement, NetView has 45 days to pay for
product  financed  by  Textron  at no interest.  After 45 days, NetView must pay
interest  to Textron at the annual rate of prime plus six percent (6%).  This is
secured  by essentially all of the Company's and NetView's assets, as well as by
personal  guarantees delivered by two of the Company's officers and their wives.
In  February  2004,  the Company retired this line of credit, entered into a new
$500,000  line  of  credit  with  Textron  with  a $500,000 letter of credit and
entered  into  a  new  credit  facility with Laurus Master Fund discussed below.

     Liquidity.  As  of  December  31,  2003,  the  Company had cash balances in
non-restricted  accounts  of  $554,483 and positive working capital of $925,574.
In  January  2004, the Company entered into a securities purchase agreement with
several  accredited  investors  and  raised  gross  proceeds  of $2,533,850.


                                       18
<PAGE>
In February 2004, the Company entered into another securities purchase agreement
with  several accredited investors and raised gross proceeds of $2,460,000. Both
of  these  agreements  include  warrants,  which  if  exercised will bring in an
additional  $8,029,621.

     In  February  2004,  as  mentioned  above,  the Company retired the line of
credit  with  Textron,  entered into a new $500,000 credit facility with Textron
with  a  $500,000  letter of credit and entered into a revolving credit facility
with  Laurus  Master  Fund.  Under  the  terms of the agreement, the Company can
borrow  up  to  $5,000,000 at an annual interest rate of prime plus .75% (with a
minimum  rate  of  4.75%)  based  on  our eligible accounts receivable balances.
eLinear  is  permitted  to  go over its borrowing limit, which is referred to as
getting an "overadvance," if it gets the approval of Laurus.  These overadvances
typically  accrue  interest  at a rate of 1.5% per month, but until August 2004,
the  Company  are  not required to pay this interest amount on any overadvances.
As  of February 25, 2004, the Company had approximately $3.0 million outstanding
on  this credit facility.  This credit facility is secured by all of its assets.
At  the option of the holder, the outstanding balance on the credit facility can
be converted into shares of eLinear common stock at a conversion price of $2.91.
In  connection  with  execution of this credit facility, eLinear issued Laurus a
seven-year  warrant  to  purchase  290,000  shares  of  eLinear  common stock at
exercise  prices  ranging  from  $3.05  to $3.32 per share.  The Company has the
ability  to  prepay  any  amounts owed under this credit facility at 115% of the
principal  amount

     As  part  of  the  above  credit  facility,  the  Company  agreed to file a
registration  statement  with  the  SEC  in  order to register the resale of any
shares  issuable  upon conversion of up to $2 million of the credit facility and
upon  the  exercise of the warrants within 15 days of the Company's current SB-2
becoming  effective or 150 days from February 23, 2004.  If the Company does not
file  the  SB-2  within the required timeframe it will be required to pay a 1.5%
fee  every  thirty  days.  Laurus  is limited to owning or beneficially owning a
maximum  of  4.99%  of  the  Company's  outstanding shares of common stock.  The
Company  is  not  obligated  at any time to repurchase any portion of the Laurus
conversion  shares  nor  the  shares  underlying  the  warrants.

     Management believes it now has sufficient capital to implement its business
plan  and  to  seek out acquisitions in order to more quickly grow its business.
Management believes it will begin to generate positive cash flow from operations
during  fiscal  2004 and believes that sufficient cash flow from operations will
be  available  during  the  next  twelve  months  to  satisfy  its  short-term
obligations.  If expenses are in excess of management's estimates or if revenues
decline, the Company may need to obtain additional financing to fund operations.
If the Company is required to obtain additional financing it will be required to
do  so  on  a  best  efforts  basis, as it currently has no commitments for such
financing.

NEW ACCOUNTING PRONOUNCEMENTS

     During  December  2002,  the  FASB  issued  SFAS  No.  148.  Statement  148
establishes  standards  for  two  alternative  methods of transition to the fair
value  method  of  accounting for stock-based employee compensation of FASB SFAS
No.  123  "Accounting for Stock-Based Compensation" ("SFAS 123").  SFAS 148 also
amends  and  augments  the  disclosure  provisions  of  SFAS  123 and Accounting
Principles  Board Opinion 28 "Interim Financial Reporting" to require disclosure
in  the  summary  of  significant  accounting  policies for all companies of the
effects  of  an  entity's accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual and interim
financial  statements.  The  transition standards and disclosure requirements of
SFAS  148  are  effective  for  fiscal  years  and  interim periods ending after
December  15,  2002.  The  Company has adopted only the disclosure provisions of
this  statement.

     SFAS  No.  150,  "Accounting  for  Certain  Financial  Instruments  with
Characteristics  of  Both  Liabilities  and  Equity," was issued in May 2003 and
requires  issuers  to  classify  as  liabilities  (or  assets  under  certain
circumstances)  three  classes  of  freestanding  financial  instruments  that
represent  obligations  for  the issuer. SFAS No. 150 is effective for financial
instruments  entered  into  or  modified  after  May  31,  2003 and is otherwise
effective  at the beginning of the first interim period beginning after December
15,  2003.  The adoption of this statement did not have a material effect on the
Company's  financial  position,  results  of  operations  or  cash  flows.


                                       19
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
  eLinear, Inc.
  Houston, Texas

We  have audited the accompanying balance sheet of eLinear, Inc., as of December
31,  2003  and  the  related  statements  of  operations,  stockholders'  equity
(deficit), and cash flows for the year ended December 31, 2003.  These financial
statements  are  the responsibility of eLinear's management.  Our responsibility
is  to  express  an  opinion  on  these financial statements based on our audit.

We  conducted  our  audit  in  accordance  with auditing standards of the Public
Company  Accounting  Oversight  Board  (United States).  Those standards require
that  we plan and perform the audit to obtain reasonable assurance about whether
the  financial  statements are free of material misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of eLinear, Inc. as of December
31,  2003,  and  the results of its operations and cash flows for the year ended
December  31,  2003, in conformity with accounting principles generally accepted
in  the  United  States  of  America.





Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas

January 22, 2004, except for Note 14 dated February 29, 2004


                                       20
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Stockholders
NetView Technologies, Inc.
Houston, Texas

We  have  audited  the  accompanying  statement  of  operations,  changes  in
stockholders'  deficit  and  cash  flows for the year ended December 31, 2002 of
NetView  Technologies,  Inc.  (the  Company) (an S Corporation). These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the results of its operations and its cash flows for the
year ended December 31, 2002, in conformity with accounting principles generally
accepted  in  the  Unites  States  of  America.

In  April  2003,  certain  stockholders  of the Company received common stock in
connection  with the merger with eLinear, Inc., as discussed in notes 3 and 7 to
the  financial  statements.  eLinear,  Inc.  retroactively  applied  the
recapitalization  in  the  accompanying  statement  of  stockholders'  equity to
reflect  the  common  stock  outstanding giving effect to the merger. We did not
audit  this  transaction,  and  accordingly,  did not express an opinion on this
transaction.


Gerald R. Hendricks & Company, P.C.

Westminster, Colorado
March 31, 2003


                                       21
<PAGE>
<TABLE>
<CAPTION>
                                        ELINEAR, INC.
                                      AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEET
                                      DECEMBER 31, 2003


                                                                                  Restated
                                                                                ------------
<S>                                                                             <C>
                                     ASSETS

Current assets:
    Cash                                                                        $   554,483
    Accounts receivable, net of allowance of $69,289 and $54,000 at
      December 31, 2003 and 2002, respectively                                    1,637,217
    Inventory                                                                       190,555
    Other current assets                                                             45,708
                                                                                ------------
        Total current assets                                                      2,427,963
                                                                                ------------

Property and equipment, net                                                          43,662
Goodwill                                                                          1,943,022
Deposits                                                                             15,049
                                                                                ------------
Total assets                                                                    $ 4,429,696
                                                                                ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable, trade                                                     $ 1,101,603
    Payable to officers                                                              36,336
    Accrued liabilities                                                             148,747
    Notes payable, shareholders                                                     215,703
                                                                                ------------
        Total current liabilities                                                 1,502,389
                                                                                ------------
Commitments and contingencies
Shareholders' equity:
    Preferred stock, $.02 par value, 10,000,000 shares authorized, none issued           --
    Common stock, $.02 par value, 100,000,000 shares authorized,
      17,020,754 shares issued and outstanding at
      December 31, 2003                                                             340,415
    Additional paid-in capital                                                    3,982,631
    Accumulated deficit                                                          (1,395,739)
                                                                                ------------
        Total shareholders' equity                                                2,927,307
                                                                                ------------
Total liabilities and shareholders' equity                                      $ 4,429,696
                                                                                ============
<FN>

See accompanying notes to consolidated financial statements.
</TABLE>


                                       22
<PAGE>
<TABLE>
<CAPTION>
                                   ELINEAR, INC.
                                 AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                            2003          2002
                                                        --------------------------
<S>                                                     <C>           <C>
Revenue:
  Products                                              $12,623,092   $ 7,437,184
  Services                                                  878,048            --
                                                        --------------------------
        Total revenue                                    13,501,140     7,437,184
                                                        --------------------------

Cost of revenue:
  Products                                               10,840,416     6,461,162
  Services                                                  526,989
                                                        --------------------------
        Total cost of revenue                            11,367,405     6,461,162
                                                        --------------------------

        Gross profit                                      2,133,735       976,022
                                                        --------------------------

Operating expenses:
  Selling, general and administrative expenses:
    Payroll and related expenses                          1,544,431       379,498
    Office administration                                   175,159       136,672
    Professional services                                   526,664       114,409
    Other                                                   905,009       125,976
                                                        --------------------------
  Total selling, general and administrative               3,151,263       756,555
  Depreciation                                               20,290         9,143
                                                        --------------------------
        Total operating expenses                          3,171,553       765,698
                                                        --------------------------

Income (loss) from operations                            (1,037,818)      210,324
                                                        --------------------------

Other income (expense):
    Interest, net                                           (30,775)      (10,930)
    Other income                                             46,432            --
                                                        --------------------------
        Total other income (expense)                         15,657       (10,930)
                                                        --------------------------

Income (loss) before pro forma net income tax expense    (1,022,161)      199,394
Pro forma income tax expense                                     --      (106,554)
                                                        --------------------------
Pro forma net income (loss)                             $(1,022,161)  $    92,840
                                                        ==========================

Net income (loss) per share:
    Basic and diluted                                   $     (0.07)  $      0.01
                                                        ==========================

Weighted average number of common shares outstanding:
    Basic and diluted                                    14,382,140    12,961,979
                                                        ==========================
<FN>

See accompanying notes to consolidated financial statements.
</TABLE>


                                       23
<PAGE>
<TABLE>
<CAPTION>
                                                ELINEAR, INC.
                                              AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                               Common Stock      Additional                     Total
                                           --------------------   Paid-in    Accumulated     Shareholders'
                                             Shares     Amount    Capital      Deficit     Equity (Deficit)
                                           -----------------------------------------------------------------
<S>                                        <C>         <C>       <C>         <C>           <C>

Balances, January 1, 2002                          --  $     --  $       --  $        --   $             --
Stock issued to founders for cash          12,961,979   259,240          --     (572,972)          (313,732)
Net income                                         --        --          --      199,394            199,394
                                           -----------------------------------------------------------------
Balances December 31, 2002                 12,961,979   259,240          --     (373,578)          (114,338)
Stock issued in reverse acquisition         1,043,761    20,875     429,843           --            450,718
Stock issued for cancellation of warrants     134,750     2,695      51,205           --             53,900
Exercise of stock options                     573,700    11,474     733,969           --            745,443
Issuance of stock options for
  forgiveness of debt                              --        --      13,188           --             13,188
Stock issued for services                     126,000     2,520     340,789           --            343,309
Stock options issued for services                  --        --     114,493           --            114,493
Stock issued for cash, net of costs         1,330,564    26,611     811,644           --            838,255
Stock options issued for acquisition               --        --     274,000           --            274,000
Stock issued for acquisition                  850,000    17,000   1,195,500           --          1,230,500
Net loss                                           --        --          --   (1,022,161)        (1,022,161)
                                           -----------------------------------------------------------------
Balances, December 31, 2003                17,020,754  $340,415  $3,982,631  $(1,395,739)  $      2,927,307
                                           =================================================================
<FN>

See accompanying notes to consolidated financial statements.
</TABLE>


                                       24
<PAGE>
<TABLE>
<CAPTION>
                                          ELINEAR, INC.
                                        AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                          2003          2002
                                                                      --------------------------
<S>                                                                   <C>           <C>

Cash flows provided by (used in) operating activities:
    Net income (loss)                                                 $(1,022,161)  $   199,394
    Adjustments to reconcile net income (loss) to net cash provided
     by (used in) operating activities:
        Depreciation                                                       20,290         9,143
        Stock and stock option based compensation                         511,702            --
        Bad debt expense                                                       --        54,000
        Changes in assets and liabilities:
            Accounts receivable                                          (311,486)   (1,616,653)
            Inventory                                                    (173,608)      (16,947)
            Other current assets                                          (45,708)           --
            Accounts payable                                             (115,517)    1,456,952
            Payable to officers                                           (59,000)       64,000
            Accrued liabilities                                            88,719        91,364
                                                                      --------------------------
Net cash provided by (used in) operating activities                    (1,106,769)      241,253
                                                                      --------------------------

Cash flows from investing activities:
    Purchase of property and equipment                                     (9,886)      (40,735)
    Deposits                                                               (9,257)       (5,792)
                                                                      --------------------------
Net cash used in investing activities                                     (19,143)      (46,527)
                                                                      --------------------------

Cash flows from financing activities:
    Proceeds from notes payable due to officers                           161,262       357,000
    Repayment on notes payable due to officers                           (185,459)     (117,100)
    Proceeds from exercise of stock options                               745,443            --
    Proceeds from sale of common stock                                    838,255         1,000
    Distribution to S Corporation shareholders                                 --      (314,732)
                                                                      --------------------------
Net cash provided by (used in) financing activities                     1,559,501       (73,832)
                                                                      --------------------------
Net increase in cash                                                      433,589       120,894
Cash and cash equivalents, beginning of year                              120,894            --
                                                                      --------------------------
Cash and cash equivalents, end of year                                $   554,483   $   120,894
                                                                      ==========================


Non-cash transactions:
    Issuance of stock in reverse acquisition                          $   450,718   $        --
                                                                      ==========================
    Issuance of stock for acquisition                                 $ 1,504,500   $        --
                                                                      ==========================
    Issuance of options for forgiveness of debt                       $    13,188   $        --
                                                                      ==========================
<FN>

See accompanying notes to consolidated financial statements.
</TABLE>


                                       25
<PAGE>
                                  ELINEAR, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

Note 1. Organization and Nature of Business

     On  April  15, 2003, eLinear, Inc. issued 12,961,979 shares of common stock
for  100%  of  the  outstanding  common  stock  of  NetView  Technologies,  Inc.
("NetView").  After  the  merger the stockholders of NetView owned approximately
90%  of  the  combined entity. For financial reporting purposes this transaction
was treated as an acquisition of eLinear and a recapitalization of NetView using
the  purchase  method  of  accounting.  (See  Note  3.)

     eLinear,  Inc. is a technology consulting services firm providing strategic
consulting  solutions,  creative  web  site  design, web site content management
software, and technical project management and development services to companies
seeking  to  increase  productivity  or  reduce  costs  through  investing  in
technology.  The  Company's  current  customers  are based in the United States.

     NetView  was  incorporated  in  the  State  of Texas in December 2001 as an
S-Corporation  and  commenced  operations  on  January  1,  2002.  NetView is an
information  technology  solutions  company  that  provides  its  customers with
network  and  storage  solutions infrastructure and related services.  NetView's
focus  is  on  creating  recurring  revenue  streams from a diverse client base.
NetView  markets  its  products  and  services  through its own direct sales and
marketing  team,  direct  mail  and  trade  shows.  NetView  sells  to  entities
throughout  the United States; however, a majority of its revenue is earned from
sales  in  the  State  of  Texas.

     On  July  31, 2003, eLinear completed the acquisition of all the issued and
outstanding  shares of NewBridge Technologies, Inc. (formerly MMGD, Inc.).  (See
Note  3.)  NewBridge  Technologies,  Inc. ("NewBridge") is a digital provider of
voice,  data,  video  and  security  services  to  residential  and  commercial
developments.  These  services  are  over  a  fiber  or wireless infrastructure.
NewBridge  markets  its services through its own sales force and the majority of
its  revenue  is  earned  in  Texas.

     Hereinafter, all references to eLinear include the operations and financial
condition  of  NetView  for  the  two  years  ended  December  31, 2003, and the
operations  of  eLinear  consolidated with NetView since April 15, 2003 and with
NewBridge  consolidated  since  July  31,  2003  (see  Note  3).

Note 2. Summary of Significant Accounting Policies

a)   Consolidation

     As  of  December  31,  2003,  eLinear  had three wholly owned subsidiaries,
     eLinear Corporation, NetView Technologies, Inc. and NewBridge Technologies,
     Inc.  All  material  inter-company  balances and inter-company transactions
     have  been  eliminated.

b)   Cash and Cash Equivalents

     Cash  and  cash  equivalents  consist  of cash on hand and held in banks in
     unrestricted  accounts. The Company considers all highly liquid investments
     with  an  original maturity of three months or less to be cash equivalents.


                                       26
<PAGE>
c)   Property and Equipment

     Property  and  equipment are stated at cost. Depreciation is computed using
     the  straight-line  method  over the estimated economic lives of the assets
     that  range  between  three  and  fifteen  years.

d)   Income Taxes

     The  Company  accounts  for  income taxes using the liability method, under
     which  the  amount  of deferred income taxes is based on the tax effects of
     the differences between the financial and income tax basis of the Company's
     assets,  liabilities  and operating loss carryforwards at the balance sheet
     date based upon existing tax laws. Deferred tax assets are recognized if it
     is  more  likely  than  not  that  the  future  income  tax benefit will be
     realized.  Since  utilization  of  net  operating loss carryforwards is not
     assured, no benefit for future offset of taxable income has been recognized
     in  the  accompanying  financial  statements.


e)   Goodwill

     Goodwill  represents the excess of purchase price over net assets acquired.
     Goodwill  is not amortized, but is tested at least annually for impairment.
     The  impairment testing is performed at a reporting unit level and consists
     of  two  steps.  In  the first step, the Company compares the fair value of
     each  reporting unit to its carrying value. The Company determines the fair
     value  of its reporting units using the income approach, which requires the
     Company  to  calculate  the  fair  value  of  a reporting unit based on the
     present  value  of  estimated  future  cash flows. If the fair value of the
     reporting  unit  exceeds  the  carrying value of the net assets assigned to
     that  unit,  goodwill  is  not  impaired and the Company is not required to
     perform  further  testing. If the carrying value of the net assets assigned
     to  the  reporting  unit exceeds the fair value of the reporting unit, then
     the  Company must perform the second step in order to determine the implied
     fair  value of the reporting unit's goodwill and compare it to the carrying
     value  of  the  reporting  unit's  goodwill.  If  the  carrying  value of a
     reporting  unit's goodwill exceeds its implied fair value, then the Company
     must  record  an  impairment  loss  equal  to  the  difference.

f)   Long-lived Assets

     The Company reviews for the impairment of long-lived assets whenever events
     or  changes  in circumstances indicate that the carrying amount of an asset
     may  not  be  recoverable.  An  impairment  loss  would  be recognized when
     estimated  future  cash  flows expected to result from the use of the asset
     and its eventual disposition are less than its carrying amount. The Company
     has  not  identified  any  such  impairment  losses.

g)   Use of Estimates

     The  preparation  of  the Company's financial statements in conformity with
     generally  accepted accounting principles requires the Company's management
     to  make  estimates  and  assumptions  that  affect the reported amounts of
     assets  and liabilities and disclosure of contingent assets and liabilities
     at the date of the financial statements and the reported amounts of revenue
     and  expenses during the reporting period. Actual results could differ from
     those  estimates.

h)   Comprehensive Income (Loss)

     Comprehensive  income  is  defined  as all changes in shareholders' equity,
     exclusive  of  transactions  with  owners,  such  as  capital  instruments.
     Comprehensive income includes net income or loss, changes in certain assets
     and  liabilities  that  are reported directly in equity such as translation
     adjustments on investments in foreign subsidiaries, changes in market value
     of certain investments in securities and certain changes in minimum pension
     liabilities. The Company's comprehensive


                                       27
<PAGE>
     loss was equal to its net loss for the year ended December 31, 2003 and the
     Company's  comprehensive  income  was  equal to its net income for the year
     ended  December  31,  2002.

i)   Revenue Recognition

     Consulting  Services  Segment  -  Revenue  from  time-and-materials service
     -----------------------------
     contracts,  maintenance  agreements  and  other  services are recognized as
     services  are  provided.

     Communications  Deployment  Segment  -  Revenues from fixed-price contracts
     -----------------------------------
     related to the delivery of voice, video and data services are recognized in
     the  period  the  services  are  performed.  These  services  are generally
     provided  over  a period of one to four weeks, depending on the size of the
     contract.

     Network  Storage  and Solutions Segment - Revenues on the sale of products,
     ---------------------------------------
     which  are  shipped  from eLinear's stock of inventory, are recognized when
     the  products are shipped provided that appropriate signed documentation of
     the  arrangement,  such  as  a signed contract, purchase order or letter of
     agreement,  has  been  received,  the  fee  is  fixed  or  determinable and
     collectability  is  reasonably  assured. In accordance with Emerging Issues
     Task Force ("EITF") Issue No. 99-19 "Recording Revenue Gross as a Principal
     Versus  Net  as  an  Agent",  revenue  from  drop  shipments of third-party
     hardware  and  software sales are recognized upon delivery, and recorded at
     the  gross  amount  when  eLinear  is  responsible  for  fulfillment of the
     customer  order,  has latitude in pricing, has risk of loss during shipment
     of  the  inventory, incurs credit risk on the receivable and has discretion
     in  the  selection  of  the  supplier.

     The  Company  accounts  for  arrangements that contain multiple elements in
     accordance  with  EITF  00-21,  "Revenue  Arrangements  with  Multiple
     Deliverables".  When  elements  such  as  hardware, software and consulting
     services  are contained in a single arrangement, or in related arrangements
     with the same customer, the Company allocates revenue to each element based
     on  its  relative fair value, provided that such element meets the criteria
     for  treatment as a separate unit of accounting. The price charged when the
     element  is sold separately generally determines fair value. In the absence
     of  fair value for a delivered element, the Company allocates revenue first
     to  the  fair  value of the undelivered elements and allocates the residual
     revenue  to  the  delivered  elements.  In the absence of fair value for an
     undelivered  element,  the arrangement is accounted for as a single unit of
     accounting,  resulting  in a delay of revenue recognition for the delivered
     elements  until  the undelivered elements are fulfilled. The Company limits
     the amount of revenue recognition for delivered elements to the amount that
     is not contingent on the future delivery of products or services or subject
     to  customer-specified  return  or  refund  privileges.

     The  Company recognizes revenue from the sale of manufacturer's maintenance
     and  extended  warranty  contracts in accordance with EITF 99-19 net of its
     costs  of  purchasing  the  related  contracts.

     The Company performs ongoing credit evaluations of its customers' financial
     condition and maintains reserves for potential credit losses based upon the
     expected  collectability  of  total  accounts  receivable.  To date, losses
     resulting  from  uncollectible  receivables  have not exceeded management's
     expectations.


                                       28
<PAGE>
j)   Earnings (Loss) Per Share

     The  Company  computes net income (loss) per share pursuant to Statement of
     Financial Accounting Standards No. 128 "Earnings Per Share". Basic net loss
     per  share  is  computed  by  dividing  income or loss applicable to common
     shareholders  by  the  weighted  average  number of shares of the Company's
     common  stock  outstanding during the period. Diluted net loss per share is
     determined  in  the same manner as basic net loss per share except that the
     number  of  shares is increased assuming exercise of dilutive stock options
     and warrants using the treasury stock method and dilutive conversion of the
     Company's  convertible  preferred  stock.

     During  the  year  ended  December  31, 2003, options to purchase 1,990,183
     shares  of  common  stock  and warrants to purchase 26,611 shares of common
     stock  were excluded from the calculation of earnings per share since their
     inclusion  would  be antidilutive. During the years ended December 31, 2003
     and  2002  there  was  no  convertible  preferred  stock  outstanding.

k)   Stock-Based Compensation

     The  Company  accounts for compensation costs associated with stock options
     and  warrants  issued  to  employees  under  the  provisions  of Accounting
     Principles  Board  Opinion  No.  25  ("APB  25")  whereby  compensation  is
     recognized  to  the  extent the market price of the underlying stock at the
     date  of  grant exceeds the exercise price of the option granted. (See Note
     8,  "Stock Options and Warrants"). Accordingly, no compensation expense has
     been recognized for grants of options to employees with the exercise prices
     at  or  above market price of the Company's common stock on the measurement
     dates.  eLinear  recognized  compensation  expense totaling $62,000 in 2003
     under  the intrinsic value method for stock options issued to employees and
     $52,493  under  the  fair  value  method for options issued to consultants.

     Had  compensation expense been determined based on the estimated fair value
     at  the  measurement  dates of awards under those plans consistent with the
     method  prescribed  by  SFAS No. 123, the Company's December 31, 2003 , net
     loss  and  the  Company's  December  31,  2002,  net income would have been
     changed  to  the  pro  forma  amounts  indicated  below.

<TABLE>
<CAPTION>
                                                          December 31,   December 31,
                                                              2003           2002
                                                         -----------------------------
<S>                                                      <C>             <C>
     Net income (loss):
       As reported                                       $  (1,022,161)  $     199,394
       Stock based compensation under fair value method       (103,768)             --
                                                         -----------------------------
       Pro forma                                         $  (1,125,929)  $     199,394
                                                         =============================

     Net income (loss) per share - basic and diluted:
       As reported                                       $       (0.07)  $        0.01
       Stock based compensation under fair value method          (0.01)             --
                                                         -----------------------------
       Pro forma                                         $       (0.08)  $        0.01
                                                         =============================
</TABLE>

     The  fair  value  of  each  option grant was estimated on the date of grant
     using  the  Black-Scholes  option  pricing  model  with  the  following
     assumptions:  risk  free rate of 3.5%; volatility of 206% for 2003 and 2002
     with  no  assumed  dividend  yield;  and  expected  lives  of  six  months.

l)   Fair Value of Financial Instruments

     Financial  instruments that are subject to fair disclosure requirements are
     carried  in the financial statements at amounts that approximate fair value
     and  include  cash  and  cash equivalents, accounts receivable and accounts
     payable.  Fair  values  are  based  on  assumptions  concerning  the amount


                                       29
<PAGE>
     and  timing  of  estimated  future  cash  flows  and assumed discount rates
     reflecting  varying  degrees  of  perceived  risk.


m)   New Accounting Pronouncements

     The  Company  does  not  expect  the adoption of recently issued accounting
     pronouncements  to  have a significant impact on its results of operations,
     financial  position  or  cash  flow.

n)   Vendor Rebates

     Through May 2003, the Company received vendor rebates for achieving certain
     purchase or sales volume. The Emerging Issues Task Force ("EITF") Issue No.
     02-16,  "Accounting  by  a  Customer  (including  a  Reseller)  for Certain
     Consideration  Received  from  a  Vendor"  ("EITF  02-16") is effective for
     arrangements with vendors initiated on or after January 1, 2003. EITF 02-16
     addresses  the  accounting  and  income  statement  classification  for
     consideration  given  by a vendor to a retailer in connection with the sale
     of  the  vendor's  products  or  for the promotion of sales of the vendor's
     products.  The EITF concluded that such consideration received from vendors
     should  be  reflected  as  a  decrease  in  prices  paid  for inventory and
     recognized  in  cost  of  sales  as  the  related inventory is sold, unless
     specific  criteria  are  met  qualifying the consideration for treatment as
     reimbursement  of  specific, identifiable incremental costs. The provisions
     of  this  consensus  have  been applied prospectively. The adoption of EITF
     02-16  did not have a material impact on the Company's financial statements
     as  a  whole.

Reclassifications

     Certain  amounts  as  previously presented in the 2002 financial statements
     have  been  reclassified  to  conform  to  the  current  year presentation.

Note 3. Acquisitions

     On  April  15, 2003, eLinear, Inc. issued 12,961,979 shares of common stock
for  100%  of  the  outstanding  common  stock  of  NetView  Technologies,  Inc.
("NetView").  After  the  merger the stockholders of NetView owned approximately
90%  of  the  combined entity. For financial reporting purposes this transaction
was treated as an acquisition of eLinear and a recapitalization of NetView using
the  purchase  method  of  accounting.  For accounting purposes, the outstanding
shares  of eLinear immediately prior to the acquisition was accounted for as the
consideration  paid  by NetView for the acquisition of eLinear and was valued at
$450,718 using the stock price on such date.  The excess purchase price over the
fair  value  of  net tangible assets was $451,920, all of which was allocated to
goodwill.  NetView's  historical  financial  statements replace eLinear's in the
accompanying  financial  statements.

     On  July  31, 2003, eLinear completed the acquisition of all the issued and
outstanding  shares  of  NewBridge  Technologies,  Inc.  (formerly  MMGD, Inc.).
Pursuant  to  the transaction, eLinear issued 850,000 shares of its common stock
valued  at $1,230,500, using the stock price on the date of the merger (See Note
15),  and  options to purchase 300,000 shares of common stock valued at $274,000
using  Black-Scholes to the shareholders of NewBridge.  As of the effective date
NewBridge  became  a  wholly  owned  subsidiary of eLinear.  The acquisition was
accounted  for  using  the  purchase method of accounting resulting in an excess
purchase  price  over  the  fair value of net tangible assets was $1,491,102, as
restated,  all  of  which  was  allocated  to  goodwill.


                                       30
<PAGE>
     The  following  table summarizes the estimated fair value of the net assets
acquired  and  liabilities  assumed  at  the  acquisition  dates.

<TABLE>
<CAPTION>
                              eLinear   NewBridge     Total
                              --------  ----------  ----------
<S>                           <C>       <C>         <C>

     Current assets           $110,467  $  126,455  $  236,922
     Property and equipment     11,392      11,082      22,474
     Goodwill                  451,920   1,491,102   1,943,022
                              --------  ----------  ----------
       Total assets acquired   573,779   1,628,639   2,202,418
                              --------  ----------  ----------

     Current liabilities       123,061     124,139     247,200
                              --------  ----------  ----------
       Net assets acquired    $450,718  $1,504,500  $1,955,218
                              ========  ==========  ==========
</TABLE>

     The  consolidated  statement  of  operations  in the accompanying financial
statements  for  the  year  ended  December  31, 2003 includes the operations of
eLinear  from  April  15, 2003 through December 31, 2003 and NewBridge from July
31,  2003  through  December  31,  2003.  The  following are pro forma condensed
statements  of  operations  for  the  years ended December 31, 2003 and 2002, as
though  the  acquisitions  had  occurred  on  January  1,  2002.

<TABLE>
<CAPTION>
                                                Twelve Months Ended
                                                    December 31,
                                                 2003         2002
                                             ------------  -----------
<S>                                          <C>           <C>

     Revenue                                 $14,059,714   $8,824,164
     Net loss                                $(1,093,213)  $ (264,814)
     Net loss per share - basic and diluted  $     (0.08)  $    (0.02)
</TABLE>



Note 4. Property and Equipment

     Property and equipment consist of the following at December 31, 2003:

<TABLE>
<CAPTION>
                                 Estimated Lives
                                 ---------------  ---------
<S>                              <C>              <C>
     Automobile                          5 years  $ 12,806
     Computer equipment                  3 years    72,411
     Furniture and equipment             7 years    20,159
                                                  ---------
                                                   105,376
     Accumulated depreciation                      (61,714)
                                                  ---------
     Net property and equipment                   $ 43,662
                                                  =========
</TABLE>

Note 5. Commitments and Contingent Liabilities

     As of December 31, 2003, the Company's executive and administrative offices
were  located  at  7240  Brittmoore,  Suite  118,  Houston,  Texas  77041, which
facilities  are  leased  by  the Company.  The Company's lease on these premises
covers  approximately  8,100  square  feet and expires on October 31, 2004.  The
Company  is  required  to  make  monthly  payments  of  $5,103.

     The  Company has subleased its previous office space located at 8800 Jameel
Road,  Suite 170, Houston, Texas 77040, for $1,800 per month which substantially
offsets  the  $1,900  per  month  obligation to the Company.  This lease expires
October  31,  2004.  Both  of  the Company's office leases expire on October 31,
2004  with  future  minimum  rent  totaling  approximately  $70,000.


                                       31
<PAGE>
Note 6. Credit Facilities

     On  March 25, 2003, NetView entered into a financing agreement with Textron
Financial ("Textron") whereby Textron will finance up to $1 million of inventory
purchases.  Advances  under  the  agreement are paid directly from the financing
company  to  the  supplier.  The  agreement calls for interest at prime rate, as
quoted  in  the  Wall  Street  Journal,  plus six percent (6%) and is secured by
essentially  all  the  assets  of  the  Company  and  NetView  and  the personal
guarantees  of  two officers and their wives.  The agreement requires NetView to
maintain  certain  financial  ratios.  NetView  was  in  compliance  with  these
covenants  as  of  December  31,  2003.

     The  balance  outstanding at December 31, 2003 was $775,982 and is included
in  trade  accounts  payable  in  the  accompanying  balance  sheet.

Note 7. Common Stock

     On  April  15, 2003, eLinear, Inc. issued 12,961,979 shares of common stock
for  100%  of  the  outstanding  common  stock  of  NetView  Technologies,  Inc.
("NetView").  After  the  merger the stockholders of NetView owned approximately
90%  of  the  combined entity. For financial reporting purposes this transaction
was treated as an acquisition of eLinear and a recapitalization of NetView using
the  purchase  method  of  accounting.  eLinear  retroactively  applied  the
recapitalization in the accompanying statement of stockholders equity to reflect
the  common stock outstanding (See Note 3). The 1,043,761 shares of common stock
retained  by  the  eLinear  shareholders  is  reflected as being issued in 2003.

     During  2003,  certain  warrant  holders  agreed to terminate their warrant
agreements  and  were issued 134,750 shares of restricted common stock valued at
$0.40  per  share.  In  exchange  for  the issuance of these shares, the warrant
holders agreed to forgo their rights to register these shares.  eLinear recorded
$53,900  of  expense  related  to  the  terminated  warrants.

     eLinear  issued 573,700 shares of common stock for options exercised during
2003  resulting  in  proceeds  totaling  $745,443.

     eLinear  issued  126,000  shares  valued  at  $349,309 to third parties for
consulting  services during 2003.  eLinear measured the transactions at the date
of issuance at the quoted market price.  There are no performance commitments or
penalties  for  non-performance,  therefore eLinear recorded the services at the
date  of  issuance.

     eLinear  sold  1,330,564  shares  of  common stock during 2003 and received
proceeds  totaling  $838,255,  net  of  offering  costs  totaling  $119,621.

     eLinear issued 850,000 shares of common stock valued at $945,000 related to
the  acquisition  of  NewBridge.  (See  Note  3.)

Note 8. Stock Options and Warrants

     Stock Option Plans

     On  March  31,  2000,  the directors of the Company approved the 2000 Stock
Option  Plan  (the  "2000  Plan")  under  which  up  to  1,000,000 shares of the
Company's  common  stock  may  be  issued.  The  2000  Plan  was approved by the
Company's  shareholders at its annual shareholder meeting.  Under the 2000 Plan,
incentive  and nonqualified stock options may be granted to employees, directors
and  consultants  of the Company.  Awards under the 2000 Plan will be granted as
determined by the Company's Board of Directors.  The options that may be granted
pursuant  to  the 2000 Plan may be either incentive stock options qualifying for
beneficial  tax  treatment for the recipient or nonqualified stock options.  The
term  of  the  options granted under the 2000 Plan will be fixed by the Company,
provided  the  maximum  option term may not exceed ten years from the grant date
(incentive  stock options are granted at an exercise price of not less than 100%
(110%  for  individuals  owning 10% or more of the Company's common stock at the
time  of


                                       32
<PAGE>
grant)  of  the  common  stock's  fair  market  value  at  the  date  of  grant.
Nonqualified stock options may be granted at an exercise price determined by the
Company's  Board  of  Directors.  Vesting  rights will be fixed by the Company's
Board  of  Directors  provided,  however,  that an outside director not have the
right to exercise more than 50% of the shares granted until six months after the
grant  date. As of December 31, 2003, incentive stock options to purchase 23,100
shares  exercisable  at  prices  ranging from $0.32 to $0.45 per share that vest
immediately to over a two-year period were outstanding. As of December 31, 2003,
non-qualified  stock  options  to  purchase  93,750 shares exercisable at prices
ranging from $1.30 to $39.38 per share that vest immediately to over a four-year
period  were  outstanding.  Of  these  amounts, 90,600 options were vested as of
December  31,  2003.

     During March 2003, the Company issued 25,000 non-qualified stock options at
an  exercise  price  of  $0.45  per  share  to  Mr. Jon Ludwig, its former chief
executive  officer, as payment for certain travel related and other reimbursable
expenses.

     On  April  15, 2003, the Company issued a total of 200,000 stock options at
an exercise price of $0.50 per share immediately exercisable to two directors of
the  Company,  one  of  which  is  no  longer  with  the  Company.

     On  April  16,  2003,  the Board of Directors adopted the 2003 Stock Option
Plan  (the  "2003 Plan"), which allows for the issuance of up to 2,000,000 stock
options  to  directors,  executive  officers,  employees  and consultants of the
Company.  The 2003 Plan was approved by the Company's shareholders at its annual
shareholder  meeting.  Under  the  2003  Plan,  incentive and nonqualified stock
options  may  be granted to employees, directors and consultants of the Company.
Awards  under the 2003 Plan will be granted as determined by the Company's Board
of  Directors.  The options that may be granted pursuant to the 2003 Plan may be
either  incentive  stock  option qualifying for beneficial tax treatment for the
recipient  or nonqualified stock options.  The term of the options granted under
the 2003 Plan will be fixed by the Company, provided the maximum option term may
not exceed ten years from the grant date (incentive stock options are granted at
an exercise price of not less than 100% (110% for individuals owning 10% or more
of  the  Company's common stock at the time of grant) of the common stock's fair
market value at the date of grant.  Nonqualified stock options may be granted at
an  exercise  price  determined  by  the  Company's Board of Directors.  Vesting
rights  will  be  fixed by the Company's Board of Directors.  As of December 31,
2003,  incentive  stock  options to purchase 95,000 shares exercisable at prices
ranging  from  $0.67 to $1.60 per share that vest immediately to over a two-year
period  were  outstanding.  As of December 31, 2003, non-qualified stock options
to  purchase 630,000 shares exercisable at $0.50 per share that vest immediately
to over a three-year period were outstanding.  Of these amounts, 413,333 options
were  vested  as  of  December  31,  2003.

     Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
                                           Weighted
                                          Number of       Average
                                            Shares    Exercise Price
                                          ---------------------------
<S>                                       <C>         <C>
     Outstanding, January 1, 2002         1,474,083   $          5.11
         Granted                            191,000              2.28
         Exercised                          (29,500)             1.57
         Forfeited                         (448,500)             3.58
         Expired                                 --                --
                                          ---------------------------
     Outstanding, December 31, 2002       1,187,083              5.44
         Granted                          1,376,800              0.73
         Exercised                         (573,700)             1.31
         Forfeited                               --                --
         Expired                                 --                --
                                          ---------------------------
     Outstanding, December 31, 2003       1,990,183   $          3.38
                                          ===========================
     Exercisable, December 31, 2003       1,652,266   $          3.91
                                          ===========================
</TABLE>


                                       33
<PAGE>
     At  December  31,  2003,  the range of exercise prices and weighted average
remaining  contractual  life  of outstanding options was $0.32 to $39.38 and 7.8
years,  respectively.  The weighted average grant date fair value of the options
issued  in  2003  and  2002  amounted  to  $1.72  and  $2.28,  respectively.

     Common Stock Warrants

     Effective  April  15,  2003,  certain  warrant  holders agreed to terminate
outstanding  warrant  agreements  and were issued 134,750 shares of common stock
valued  at  $0.40  per share.  In exchange for the issuance of these shares, the
warrant  holders  agreed  to  forgo  their  rights  to  register  these  shares.

     In  connection with a private placement completed during December 2003, the
Company  issued  warrants  to  purchase  26,611  shares  of common stock with an
exercise  price  of  $0.70  per  share.

Note 9. Related Party Transactions

     Notes  payable  and  accrued  liabilities due to officers of the Company at
December  31,  2003,  consist  of  the  following:

<TABLE>
<CAPTION>
<S>                                                                     <C>
          Note payable to an officer with interest at 7% per annum and
          principal and interest due July 1, 2004, without collateral.  $ 81,303

          Note payable to an officer with interest at 7% per annum and
          principal and interest due July 1, 2004, without collateral.   134,400

          Accrued liabilities due to officers                             36,336
                                                                        --------
              Total                                                     $252,039
                                                                        ========
</TABLE>

     Accrued  liabilities  includes  $31,336  of accrued interest related to the
notes  payable  to  officers  and  $5,000  in  advances from an officer.  During
January  2004,  the  Company  repaid  the  aforementioned  notes  payable.

     See Note 8 for stock options issued to the Company's former chief executive
officer.

     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.


                                       34
<PAGE>
Note 10. Industry Segments

     The  Company  has  adopted  the  provisions  of  Statements  of  Financial
Accounting  Standards  No. 131, "Disclosures about Segments of an Enterprise and
Related  Information"  ("SFAS  131").  At December 31, 2003, the Company's three
business  units,  NetView, NewBridge and eLinear, have separate management teams
and  infrastructures  that  offer  different  products  and  services;.

<TABLE>
<CAPTION>
                           FOR THE YEAR ENDED DECEMBER 31, 2003
                                        (RESTATED)
                            Consulting    Network    Communicat  Consolidated
                             Services   and Storage     ions
     Dollars ($)                         Solutions   Deployment
                            -------------------------------------------------
<S>                         <C>         <C>          <C>         <C>
     Revenue                   608,370   12,686,133     206,637    13,501,140
     Segment loss              717,565      216,303      88,293     1,022,161
     Total assets            1,071,083    1,695,284   1,663,329     4,429,696
     Capital expenditures           --        9,886          --         9,886
     Depreciation                2,686       15,568       2,036        20,290
</TABLE>


<TABLE>
<CAPTION>
                           FOR THE YEAR ENDED DECEMBER 31, 2002
                            Consulting  Network and  Communicat  Consolidated
                             Services     Storage       ions
     Dollars ($)                         Solutions   Deployment
                            -------------------------------------------------
<S>                         <C>          <C>         <C>         <C>
     Revenue                         --   7,437,184          --     7,437,184
     Segment profit                  --     199,394          --       199,394
     Total assets                    --   1,737,878          --     1,737,878
     Capital expenditures            --      40,735          --        40,735
     Depreciation                    --       9,143          --         9,143
</TABLE>

     The  accounting  policies  of  the  reportable  segments are the same.  The
Company  evaluates  the  performance  of  its operating segments based on income
before  net  interest  expense,  income  taxes, depreciation expense, accounting
changes  and  non-recurring  items.

Note 11. Income Taxes

     eLinear has incurred net losses since the merger with NetView (See Note 3.)
and,  therefore,  has no tax liability.  The net deferred tax asset generated by
the  loss  carry-forward  has  been  fully  reserved.  The  valuation  allowance
increased  by  approximately  $170,000.  The  cumulative  operating  loss
carry-forward is approximately $500,000 at December 31, 2003, and will expire in
2023.

     Deferred income taxes consist of the following at December 31, 2003:

<TABLE>
<CAPTION>
                                    December 31,
                               ---------------------
                                  2003       2002
                               ---------------------
<S>                            <C>         <C>
     Deferred tax assets       $ 170,000   $     --
     Valuation allowance        (170,000)        --
                               ---------------------
                               $      --   $     --
                               =====================
</TABLE>


                                       35
<PAGE>
     NetView  was an S-Corporation in 2002 and upon the completion of the merger
with  eLinear  (See  Note  3.),  NetView terminated its S-Corporation status for
income  tax purposes. The pro forma income tax expense shown in the accompanying
financial statements indicates the results as if the Company applied the current
policy  for  income  taxes.

Note 12. Litigation

     eLinear is subject to legal proceedings and claims which have arisen in the
ordinary  course  of its business.  Management has determined these actions will
not  have  a material effect on results of operations or the financial condition
of  the  Company.


Note 13. Significant Concentration

     Four  customers  accounted for approximately 21%, 14%, 10% and 10% of sales
for  the year ended December 31, 2003.  No other customers represented more than
10%  of  sales of the Company for the year ended December 31, 2003.  The Company
had  two  customers,  each  which had in excess of 10% of the Company's accounts
receivable  balance  at December 31, 2003.  These two customers had 30% and 15%,
respectively,  of  the  Company's  accounts  receivable  balance.

Note 14. Subsequent Events

Securities Purchase Agreements - Funding

     The  Company entered into a Securities Purchase Agreement dated February 4,
2004 with several accredited investors pursuant to which eLinear agreed to sell,
and  the  investors  agreed to purchase, an aggregate of 1,230,000 shares of the
Company's  common  stock  at a price of $2.00 per share, together with five-year
warrants  to  purchase  an  aggregate  of  615,000  shares of common stock at an
exercise  price  of  $3.00  per  share (the "Class A Warrants"), and warrants to
purchase  615,000 shares of common stock at an exercise price of $2.50 per share
expiring  on the earlier of two years from the closing date or one year from the
date  a  registration  statement registering the resale of the shares underlying
the  warrants  and  the  shares  becomes effective the "Class B Warrants" for an
aggregate  purchase  price  of  $2,460,000,  in a private placement transaction.

     All  of  the  warrants  are  exercisable  immediately.  Subject  to certain
exceptions,  in  the  event that on or before the date on which the warrants are
exercised,  the  Company issues or sells, or is deemed to have issued or sold in
accordance  with  the  terms  of  the  warrants,  any shares of common stock for
consideration  per share less than the exercise price of the warrants as then in
effect,  then  the exercise price of the warrants will be adjusted in accordance
with  a  weighted  average  formula  contained  in  the  warrants.

     The  Company entered into a Securities Purchase Agreement dated January 12,
2004 with several accredited investors pursuant to which eLinear agreed to sell,
and  the  investors  agreed to purchase, an aggregate of 1,964,225 shares of the
Company's  common  stock  at a price of $1.29 per share, together with five-year
warrants  to  purchase  an  aggregate  of 1,178,535 shares of common stock at an
exercise  price  of  $1.89  per  share (the "Class A Warrants"), and warrants to
purchase  1,090,145  shares  of  common  stock at an exercise price of $1.55 per
share  expiring on the earlier of fourteen months from the closing date or eight
months  from  the  date  a  registration statement registering the resale of the
shares  underlying  the  warrants  and the shares becomes effective the "Class B
Warrants"  for an aggregate purchase price of $2,533,850, in a private placement
transaction.

     All  of  the  warrants  are  exercisable  immediately.  Subject  to certain
exceptions,  in  the  event that on or before the date on which the warrants are
exercised,  the  Company issues or sells, or is deemed to have issued or sold in
accordance  with  the  terms  of  the  warrants,  any shares of common stock for
consideration  per share less than the exercise price of the warrants as then in
effect,  then  the  exercise price of the warrants will be adjusted to equal the
consideration  per  share  of common stock issued or sold or deemed to have been
issued  and sold in such dilutive issuance, provided that if such exercise price
is adjusted to a $1.00 per


                                       36
<PAGE>
share  of  common  stock, any additional issuances shall only further reduce the
exercise  price  of  the  warrants in accordance with a weighted average formula
contained  in  the  warrants.

     The Company has agreed to file a registration statement with the Securities
and  Exchange Commission within 45 days after the closing of the initial funding
in  order  to  register  the resale of the shares and the shares of common stock
issuable  upon  exercise  of  the  warrants.  If  the Company fails to meet this
deadline,  if  the registration statement is not declared effective prior to the
120th day after the respective closing dates, if the Company fails to respond to
comments made by the SEC within 10 days, if the registration statement ceases to
remain  effective,  or certain other events occur, the Company has agreed to pay
the  investors  1.5% of the aggregate purchase price for the first month of such
event,  and  if  such  event  continues to occur, 2.0% of the purchase price per
month  thereafter.

     In  February 2004, eLinear obtained a revolving credit facility with Laurus
Master  Fund,  Ltd.  Under  the terms of the agreement, eLinear can borrow up to
$5,000,000 at an annual interest rate of prime plus .75% (with a minimum rate of
4.75%) based on its eligible accounts receivable balances.  eLinear is permitted
to  go over its borrowing limit, which is referred to as getting an overadvance,
if it gets the approval of Laurus.  These overadvances typically accrue interest
at  a  rate of 1.5% per month, but until August 2004, no interest is required on
overadvances.  This  credit  facility  is  secured by all of its assets.  At the
option  of  the  holder  the  outstanding  balance  on  the  note payable can be
converted into shares of eLinear common stock at a price of $2.91 per share.  In
connection  with  execution  of  this  credit  facility, eLinear issued Laurus a
seven-year  warrant  to purchase 290,000 shares of its common stock at exercises
prices  ranging  from $3.05 to $3.32 per share.  eLinear can prepay amounts owed
under this credit facility with cash at 115% of the principal amount.

     eLinear  received $3,000,000 from the revolving credit facility in February
2004  and  paid  $221,000  in financing costs which will be recorded as deferred
financing  costs  and  amortized  as  interest  expense  over  the  term  of the
agreement.

     As  part  of  the  above  credit  facility,  the  Company  agreed to file a
registration  statement  with  the  SEC  in  order to register the resale of any
shares  issuable  upon conversion of up to $2 million of the credit facility and
upon  the  exercise of the warrants within 15 days of the Company's current SB-2
becoming effective or 150 days from February 23, 2004, whichever is earlier.  If
the  Company  does  not  file  the SB-2 within the required timeframe it will be
required  to  pay a 1.5% fee every thirty days.  The Company is not obligated at
any  time  to  repurchase  any  portion  of the Laurus conversion shares nor the
shares  underlying  the  warrants.  Laurus  is limited to owning or beneficially
owning  a  maximum of 4.99% of the Company's outstanding shares of common stock.

Notes Payable, Shareholders

     During  January  2004,  the Company repaid $215,703 principal amount of two
promissory  notes  due  to  two  officers  of  the  Company.


                                       37
<PAGE>
Note 15. Restatement of Previously Reported Balance Sheet

     The Company originally filed the financial statements and accounted for the
stock  issued  in  the  acquisition  of  NewBridge  using an average stock price
fifteen days prior to and subsequent to the date of the merger.  The Company has
revised  the  average  stock  price  and calculated the purchase price using the
stock  price  on  the  date  of  the  merger.  The balance sheet was restated to
increase  goodwill and additional paid in capital for the change in the value of
the  stock.  A  summary  of  the  restatement  is  as  follows:

<TABLE>
<CAPTION>
                                           ELINEAR, INC.
                                         AND SUBSIDIARIES
                                   CONSOLIDATED  BALANCE SHEET
                                        DECEMBER 31, 2003

                                                           Previously
                                                            Reported    Restatement    Restated
                                                          ------------  -----------  ------------
<S>                                                       <C>           <C>          <C>
ASSETS
Current assets:
    Cash                                                  $   554,483                $   554,483
    Accounts receivable, net of allowance of $69,289 and
      $54,000 at December 31, 2003 and 2002,
respectively                                                1,637,217                  1,637,217
    Inventory                                                 190,555                    190,555
    Other current assets                                       45,708                     45,708
                                                          ---------------------------------------
        Total current assets                                2,427,963                  2,427,963
                                                          ---------------------------------------

Property and equipment, net                                    43,662                     43,662
Goodwill                                                    1,647,522       295,500    1,943,022
Deposits                                                       15,049                     15,049
                                                          ---------------------------------------
Total assets                                              $ 4,134,196                $ 4,429,696
                                                          =======================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable, trade                               $ 1,101,603                $ 1,101,603
    Payable to officers                                        36,336                     36,336
    Accrued liabilities                                       148,747                    148,747
    Notes payable, shareholders                               215,703                    215,703
                                                          ---------------------------------------
        Total current liabilities                           1,502,389            --    1,502,389
                                                          ---------------------------------------
Commitments and contingencies
Shareholders' equity:
    Preferred stock, $.02 par value                                --                         --
    Common stock, $.02 par value                              340,415                    340,515
    Additional paid-in capital                              3,687,131       295,500    3,982,631
    Accumulated deficit                                    (1,395,739)                (1,395,739)
                                                          ---------------------------------------
        Total shareholders' equity                          2,631,807                  2,927,307
                                                          ---------------------------------------
Total liabilities and shareholders' equity                $ 4,134,196                $ 4,429,696
                                                          =======================================
</TABLE>


                                       38
<PAGE>
ITEM 8.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
         DISCLOSURE

     On  September  2,  2003, the Board of Directors of the Company received and
accepted the resignation of Gerald R. Hendricks & Company, P.C. as the Company's
independent  public  accountants.  The Company retained the services of Malone &
Bailey,  PLLC  as  independent  public  accountants  to  audit  the  Company's
consolidated  financial  statements  for the year ending December 31, 2003.  The
Company  filed  a  Form 8-K on September 8, 2003, which was amended on September
22,  2003  reporting  this  event.

ITEM 8A. CONTROLS AND PROCEDURES.

     In accordance with the Exchange Act, the Company carried out an evaluation,
under  the  supervision  and with the participation of management, including its
Chief  Executive  Officer and Principal Accounting Officer, of the effectiveness
of its disclosure controls and procedures as of the end of the period covered by
this  report.  Based  on  this evaluation, the Company's Chief Executive Officer
and  Principal  Accounting  Officer  concluded  that  the  Company's  disclosure
controls  and  procedures  were  effective  as  of December 31, 2003, to provide
reasonable  assurance  that  information required to be disclosed in its reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported  within  the  time  periods  specified  in  the Securities and Exchange
Commission's  rules  and  forms.  There  has  been  no  change  in the Company's
internal  controls  over financial reporting that occurred during the year ended
December  31,  2003,  that  has  materially affected, or is reasonably likely to
materially  affect,  its  internal  controls  over  financial  reporting.

                                    PART III

ITEMS 9, 10, 11, AND 12

     These  items  have been omitted in accordance with the general instructions
to Form 10-KSB.  The information required by these items will be included in the
Company's  definitive  proxy  or information statement to be filed no later than
April  29,  2004,  and  are  incorporated  by  reference  in this annual report.

     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 13. EXHIBITS AND REPORTS ON FORM 8-K

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

Exhibit No.    Description
-----------    -----------

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)


                                       39
<PAGE>
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)
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


                                       40
<PAGE>
               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)
23.1           Consent  of  Gerald  R.  Hendricks  &  Company,  P.C.
23.2           Consent  of  Malone  &  Bailey,  PLLC
31.1           Certification  of  Kevan  M.  Casey
31.2           Certification  of  Jim  C.  Pyle
32.1           Certification  for  Sarbanes-Oxley  Act  of  Kevan  M.  Casey
32.2           Certification  for  Sarbanes-Oxley  Act  of  Jim  C.  Pyle


                                       41
<PAGE>
     (b)  Reports on Form 8-K.

          Registrant filed a report on Form 8-K on November 20, 2003, disclosing
     events  pursuant  to Item 9 (Regulation FD Disclosure) and Item 12 (Results
     of Operations and Financial Condition) of Form 8-K. As part of Exhibit 99.1
     to such report, the Company released condensed financial statements for the
     three  and  nine-month  periods  ended  September  30,  2003  and  2002.

          Registrant filed a report on Form 8-K on December 19, 2003, disclosing
     events pursuant to Item 2 (Acquisition or Disposition of Assets) and Item 7
     (Financial  Statements  and  Exhibits).  Included  within  the  report were
     audited  financial  statements  of  NewBridge  Technologies, Inc. which was
     acquired  by  the  Company effective August 1, 2003 and unaudited pro forma
     condensed  consolidated  financial  statements.

          Registrant  filed a report on form 8-K on January 28, 2004, disclosing
     events pursuant to Item 5 (Other Events). Included within the report were a
     Securities Purchase Agreement and exhibits for the sale of 1,964,225 shares
     of  eLinear's  common  stock for an aggregate purchase price of $2,533,850,
     including  warrants to purchase additional common stock. As part of Exhibit
     99.1  to  such  report,  the  Company  announced  a  $2.5  million  private
     placement.

          Registrant filed a report on Form 8-K on February 11, 2004, disclosing
     events  pursuant to Item 12 (Results of Operations and Financial Condition)
     of  Form  8-K. As part of Exhibit 99.1 to such report, the Company released
     condensed  statements  of  operations and pro forma condensed statements of
     operations  for  the  years  ended  December  31,  2003  and  2002.

          Registrant filed a report on form 8-K on February 26, 2004, disclosing
     events  pursuant  to  Item 5 (Other Events). On February 25, 2004, eLinear,
     Inc.  ("eLinear"),  along  with its subsidiaries NetView Technologies, Inc.
             -------
     and  NewBridge  Technologies,  Inc.  (referred  to  collectively  as  the
     "Companies"),  entered  into a revolving credit facility with Laurus Master
     Fund,  Ltd.  ("Laurus") in which it issued Laurus (i) a convertible secured
                    ------
     note in the principal amount of $5,000,000 (the "Company Note"), and (ii) a
                                                      ------------
     common  stock  purchase  warrant  (the "Warrant") to purchase up to 290,000
                                             -------
     shares  of  eLinear  common stock. The credit facility is secured by all of
     the Companies assets. In addition, the payment of interest and principal of
     up  to  $2 million can, under certain circumstances, be made with shares of
     eLinear  common stock at a conversion price of $2.91 per share. eLinear has
     agreed  to  register  the  resale  of  the  shares  of eLinear common stock
     underlying  the  convertible  portion  of  the  Company Note and the shares
     issuable  upon  exercise  of  the  Warrant. As part of Exhibit 99.1 to such
     report,  the  Company  announced  a  $5.0  million  financing.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     This  item  has been omitted in accordance with the general instructions to
Form  10-KSB.  The  information  required  will  be  included  in  the Company's
definitive  proxy  or  information statement to be filed no later than April 29,
2004,  and  is  incorporated  by  reference  in  this  annual  report.


                                       42
<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:  September 7, 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.

<TABLE>
<CAPTION>
Signature                        Title                    Date
--------------------  ----------------------------  -----------------
<S>                   <C>                           <C>

/s/ Kevan Casey       Chief Executive Officer and   September 7, 2004
--------------------
Kevan Casey           Chairman of the Board


/s/ Tommy Allen       President and Director        September 7, 2004
--------------------
Tommy Allen


/s/ Jim C. Pyle       Principal Accounting Officer  September 7, 2004
--------------------
Jim C. Pyle



/s/ J. Leonard Ivins  Secretary and Director        September 7, 2004
--------------------
J. Leonard Ivins


/s/ Carl A. Chase     Director                      September 7, 2004
--------------------
Carl A. Chase


/s/ Ryan Cravey       Director                      September 7, 2004
--------------------
Ryan Cravey
</TABLE>


                                       43
<PAGE>
                                INDEX TO EXHIBITS

Exhibit No.    Description
-----------    -----------

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)


                                       44
<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)
23.1           Consent  of  Gerald  R.  Hendricks  &  Company,  P.C.
23.2           Malone  &  Bailey,  PLLC

31.1           Certification of Kevan Casey
31.2           Certification of Jim C. Pyle
32.1           Certification for Sarbanes-Oxlet Act of Kevan Casey
32.2           Certification of Sarbanes-Oxley Act of Jim C. Pyle


                                       45
<PAGE>