UNITED
        STATES SECURITIES AND
        EXCHANGE COMMISSION
  **WASHINGTON****,
        D.C.20549**
  FORM
            10-QSB/A (SECOND AMENDMENT)
 [X] 
QUARTERLY
        REPORT UNDER SECTION 13 OR 15(d) OF THE
 SECURITIES
        EXCHANGE ACT OF 1934
 For
        the quarterly period ended June 30, 2004
  [
        ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
 SECURITIES
        EXCHANGE ACT OF 1934 for the transition period
        from
 _________________
        to _______________
  Commission
        File Number 0-07418
  **eLINEAR,
        INC.**
  (Exact
        name of small business issuer as specified in its
        charter)
   Delaware                     
                                                                     76-0478045
 (State
          or other jurisdiction of incorporation or
          organization)              
(IRS Employer Identification No.)
   2901
          West Sam Houston Parkway North, Suite E-300,
          Houston, Texas77043
 (Address
        of principal executive offices)
   (713)
          896-0500
 (Issuer's
          telephone number)
    Check
          whether the issuer has (1) filed all
          reports required to be filed by Section  13  or 15(d) of the Exchange
          Act during the past 12 months (or for such shorter  period  that 
the registrant was required to file such reports) and (2) has  been 
subject  to  such  filing  requirements  for 
the  past  90  days.
  Yes
        [X]    No [ ]
  As
        of August 20, 2004 there were outstanding 20,554,267 shares of common
        stock, $.02 par value per share.
  Transitional
        Small Business Disclosure Format (Check one):  Yes [ ]  No
        [X]





**eLINEAR,
        INC.**
 INDEX
        TO FORM 10-QSB/A
 June
        30, 2004
  **Explanatory
                Note**                                                                                                                                                
                3**Part
                  I**
              **Financial
                  Information**Item
                  1.
              Financial
                  StatementsConsolidated
                  Balance Sheets June 30, 2004 (unaudited)
                  and
              4December
                  31, 2003Consolidated
                  Statements of Operations
                  (unaudited)
              5Three
                  and Six Months Ended June 30, 2004 and
                  2003Consolidated
                  Statements of Cash Flows
                  (unaudited)
              6Six
                  Months Ended June 30, 2004 and
                  2003Notes
                  to Unaudited Consolidated Financial
                  Statements
              7Item
                  2.
              Management’s
                  Discussion and Analysis of Results
                  of
              18Operations
                  and Financial ConditionItem
                  3.
              Controls
                  and Procedures
              22**Part
                  II**
              **Other
                  Information**Item
                  1.
              Legal
                  Proceedings
              22Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds
              23Item
                  3.
              Defaults
                  Upon Senior Securities
              23Item
                  4.
              Submission
                  of Matters to a Vote of Security
                  Holders
              23Item
                  5.
              Other
                  Information
              23Item
                  6.
              Exhibits
              24











2


EXPLANATORY
            NOTE
  This Amendment No. 2 on Form 10-QSB/A amends eLinear’s quarterly report on Form
            10-QSB/A (First Amendment) for the quarter ended June 30, 2004, which
            was
            originally filed with the SEC on September 8, 2004. The purpose of this
            Amendment No. 2 is to revise the items set forth below based on comments
            received from the SEC staff on September 21, 2005. Except as otherwise
            expressly
            stated, this Amendment No. 2 does not reflect any events occurring after
            the
            filing of the original Form 10-QSB/A (First Amendment) filing, nor does
            it
            modify or update in any way the disclosures contained in the original
            Form
            10-QSB/A (First Amendment) filing. This Amendment No.2 continues to speak
            as of
            the date of the original Form 10-QSB/A (First Amendment) filing, except
            that
            eLinear has included as exhibits updated certifications from the Company’s chief
            executive officer and principal accounting officer, as Exhibits 31.1,
            31.2, 32.1
            and 32.2, respectively.  This Amendment No.2 should be read in conjunction
            with the Company’s filings made with the SEC subsequent to the date of the
            original Form 10-QSB filing, including any amendments to those
            filings.





**PART****I.****FINANCIAL
        INFORMATION**
  Item 1. FINANCIAL
        STATEMENTS
  **eLINEAR,
        INC.**
 CONSOLIDATED
        BALANCE SHEETS
  June
                    30,
                    2004
                
                December
                    31, 2003**(Unaudited)**
                
                **(Restated)****ASSETS**
                
                **(Restated)**Current assets:Cash
                
                $
                1,284,411
                
                $
                554,483Certificate
                    of Deposit
                
                
                506,032
                
                
                --Cash
                    in restricted accounts
                
                
                500,000
                
                
                --Accounts
                    Receivable, net of allowance of $115,288
                    at June 30, 2004and
                    $69,289 at December
                    31, 2003, respectively
                
                
                4,225,565
                
                
                1,637,217Inventory
                
                
                276,355
                
                
                190,555Other
                    current assets
                
                
                43,728
                
                
                45,708Total
                    current
                    assets
                
                
                6,836,091
                
                
                2,427,963Property
                    and equipment, net
                
                
                326,194
                
                
                43,662Goodwill
                
                
                1,491,102
                
                
                1,943,022Deferred
                    financing costs, net
                
                
                162,892
                
                
                --Deposits
                
                
                30,484
                
                
                15,049Total
                    assets
                
                $
                8,846,763
                
                $
                4,429,696**LIABILITIES
                    AND SHAREHOLDERS’
EQUITY**Current
                    liabilities:Accounts
                    payable, trade
                
                $
                696,220
                
                $
                1,101,603Payable
                    to officers
                
                
                --
                
                
                36,336Accrued
                    liabilities
                
                
                553,991
                
                
                148,747Notes
                    payable, officers
                
                
                --
                
                
                215,703Warrant
                    liability - current
                
                
                827,420
                
                
                --Total
                    current
                    liabilities
                
                
                2,077,631
                
                
                1,502,389Long-term
                    debt (less unamortized discount of
                    $1,445,219)
                
                
                1,110,022
                
                
                --Compound
                    embedded derivative liability
                
                
                148,158
                
                
                --Warrant
                    liabilities – non current
                
                
                3,725,139
                
                
                --Total
                    liabilities
                
                
                7,060,950
                
                
                1,502,389Shareholders’
equity:Preferred
                    stock, $.02 par value, 10,000,000 shares
                    authorized, none issued
                
                
                --
                
                
                --Common
                    stock, $.02 par value, 100,000,000 shares
                    authorized,
                  20,554,267
                    and 17,020,754 shares
                    issued and outstanding at
                  June
                    30, 2004 and December 31,
                    2003, respectively
                
                
                411,085
                
                
                340,415Additional
                    paid-in capital
                
                
                3,357,573
                
                
                3,982,631Accumulated
                    deficit
                
                
                (1,982,845)
                
                
                (1,395,739)Total
                    shareholders’
                    equity
                
                
                1,785,813
                
                
                2,927,307Total
                    liabilities and shareholders’ equity
                
                $
                8,846,763
                
                $
                4,429,696
   See accompanying notes to
        unaudited consolidated financial statements.
  
    eLINEAR,
        INC.
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 FOR
        THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND
        2003
 (UNAUDITED)
  For
                    the Three Months Ended June 30
                
                For
                    the Six Months Ended June 302004
                
                2003
                
                2004
                
                2003**(Restated)**
                
                **(Restated)**
                
                **(Restated)**
                
                **(Restated)**Revenue:Products
                
                $
                4,861,464
                
                $
                3,256,697
                
                $
                8,818,089
                
                $
                6,317,315Services
                
                
                469,545
                
                
                207,417
                
                
                687,998
                
                
                297,941Total
                    revenue
                
                
                5,331,009
                
                
                3,464,114
                
                
                9,506,087
                
                
                6,615,256Cost
                    of Revenue:Products
                
                
                3,962,931
                
                
                2,788,151
                
                
                7,477,079
                
                
                5,297,336Services
                
                
                569,981
                
                
                86,231
                
                
                770,595
                
                
                140,449Total
                    cost of
                    revenue
                
                
                4,532,912
                
                
                2,874,382
                
                
                8,247,674
                
                
                5,437,785Gross
                    profit
                
                
                798,097
                
                
                589,732
                
                
                1,258,413
                
                
                1,177,471Operating 
expenses:Selling,
                    general and administrative
                    expenses:Payroll
                    and related
                    expenses
                
                
                1,048,114
                
                
                426,743
                
                
                1,583,112
                
                
                674,969Office
                    administration
                
                
                491,151
                
                
                71,284
                
                
                720,245
                
                
                134,532Professional
                    services
                
                
                90,213
                
                
                280,561
                
                
                391,204
                
                
                448,386Impairment
                    of goodwill
                
                
                --
                
                
                --
                
                
                451,925
                
                
                --Other
                
                
                727,447
                
                
                48,164
                
                
                1,099,628
                
                
                64,261Depreciation
                
                
                22,179
                
                
                5,146
                
                
                30,684
                
                
                8,540Total operating expenses
                
                
                2,379,104
                
                
                831,898
                
                
                4,276,798
                
                
                1,330,688Loss
                    from operations
                
                
                (1,581,007)
                
                
                (242,166)
                
                
                (3,018,385)
                
                
                (153,217)Other
                    income (expense):Interest,
                    net
                
                
                (604,312)
                
                
                (5,419)
                
                
                (620,564)
                
                
                (6,187)Change
                    in fair value of derivatives
                
                
                4,967,487
                
                
                --
                
                
                3,041,208
                
                
                --Other
                
                
                10,635
                
                
                3,626
                
                
                10,635
                
                
                --Net
                    income (loss)
                
                $
                2,792,803
                
                $
                (243,959)
                
                $
                (587,106)
                
                $
                (159,404)Net
                    income (loss) per share:
                  Basic
                
                $
                0.14
                
                
                ($0.02)
                
                
                ($0.03)
                
                
                ($0.01)Diluted
                
                $
                0.12
                
                
                ($0.02)
                
                
                ($0.04)
                
                
                ($0.01)Weighted
                    average number of common shares outstanding:Basic
                
                
                20,546,234
                
                
                14,030,260
                
                
                18,736,127
                
                
                13,499,240Diluted
                
                
                23,026,569
                
                
                14,030,260
                
                
                19,423,412
                
                
                13,499,240





See
          accompanying notes to unaudited consolidated financial
          statements.
  
 eLINEAR,
        INC.
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 FOR
        THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
 (UNAUDITED)
   2004
                
                2003**(Restated)**
                
                **(Restated)**Cash
                    flows from
                    operating activities:Net
                    loss
                
                $
                (587,106)
                
                $
                (159,404)Adjustments
                    to reconcile net loss to cash used
                    in operating activities:Depreciation
                
                
                30,684
                
                
                8,540Impairment
                    of
                    goodwill
                
                
                451,920
                
                
                --Bad
                    debt
                    expense
                
                
                46,000
                
                
                --Amortization
                    of debt discounts
                    and deferred financing costs
                
                
                534,198
                
                
                --Change
                    in fair value of
                    derivatives
                
                
                (3,041,208)
                
                
                --Stock
                    based
                    compensation
                
                
                603,608
                
                
                200,150Changes
                    in assets and
                    liabilities:Accounts
                    receivable
                
                
                (2,634,347)
                
                
                163,209Inventory
                
                
                (85,800)
                
                
                (49,248)Accounts payable
                
                
                (405,383)
                
                
                (128,200)Payable to Officers
                
                
                (36,336)
                
                
                (85,775)Accrued Liabilities
                
                
                405,244
                
                
                (22,172)Other
                
                
                1,980
                
                
                (69,456)Net
                    cash used in operating
                    activities
                
                
                (4,716,546)
                
                
                (142,356)Cash
                    flows from investing
                    activities:Purchase
                    of
                    property and equipment
                
                
                (310,794)
                
                
                (5,124)Restricted
                    cash
                
                
                (500,000)
                
                
                --Purchase
                    certificate of deposit
                
                
                (506,032)
                
                
                --Deposits
                
                
                (15,435)
                
                
                (3,249)Net
                    cash used in investing
                    activities
                
                
                (1,332,261)
                
                
                (8,373)Cash
                    flows from financing
                    activities:Proceeds
                    from
                    notes payable due to officers
                
                
                --
                
                
                159,538Repayment
                    on
                    notes payable due to officers
                
                
                (215,703)
                
                
                (29,959)Proceeds
                    from
                    financing agreement
                
                
                2,780,500
                
                
                --Repayments
                    of
                    financing agreement
                
                
                (444,759)
                
                
                --Payment
                    of
                    upfront financing costs
                
                
                (273,000)
                
                
                --Proceeds
                    from
                    exercise of stock options
                
                
                345,594
                
                
                123,300Proceeds
                    from
                    sale of common stock
                
                
                4,586,103
                
                
                --Net
                    cash provided by financing
                    activities
                
                
                6,778,735
                
                
                252,879Net
                    increase in cash
                
                
                729,928
                
                
                102,150Cash
                    and cash equivalents, beginning of
                    period
                
                
                554,483
                
                
                120,894Cash
                    and cash equivalents, end of
                    period
                
                $
                1,284,411
                
                $
                223,044Non-cash
                    transactions::Issuance
                    of
                    common stock for NetView acquisition
                
                $
                --
                
                $
                480,727Issuance
                    of
                    options for forgiveness of debt
                
                $
                --
                
                $
                13,188
 
  See accompanying notes to
        unaudited consolidated financial statements.












ELINEAR,
        INC.
 NOTES
        TO UNAUDITED CONSOLIDATED FINANCIAL
        STATEMENTS
 June
        30, 2004
   Note 1. Organization and
        Nature of
        Business
  STATEMENT OF INFORMATION
        FURNISHED
  The
        accompanying unaudited consolidated financial statements of eLinear,
        Inc. and Subsidiaries (the "Company" or "eLinear") have been prepared pursuant
        to  the  rules  and  regulations  for 
interim  financial  information  and  the instructions to
        Form 10-QSB and Regulation S-B. Accordingly, certain information and footnote
        disclosures normally included in financial statements prepared in accordance
        with generally accepted accounting principles in the United States have been
        omitted.  In  the  opinion of management, the unaudited
        consolidated financial  statements  contain  all 
adjustments  (consisting  of  only  normal recurring 
accruals)  necessary  to  present fairly the financial position
        as of June 30, 2004, and the  results  of operations and cash flows
        for the six months  ended  June  30,  2004  and 
2003.
  The
        preparation of financial  statements  in 
conformity  with generally accepted  accounting  principles 
requires  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  reported  amounts  of revenue and expenses during the
        reporting period.  Operating results for interim periods are not
        necessarily indicative of the results that may be expected for the complete
        fiscal year. The accompanying unaudited  consolidated  financial 
statements  should  be  read  in conjunction with the
        audited consolidated financial statements and notes thereto included 
in  the  Company's  Annual  Report  on  Form
        10-KSB/A for the year ended December 31, 2003, filed with the Securities
        and
        Exchange Commission.
  Note 2. Restatement of
            Previously
            Issued Unaudited Consolidated Financial Statements
  In order to correct the financial statements so that they comply with
            U.S.
            generally accepted accounting principles (in particular, EITF 00-19,
            Accounting for Derivative Financial Instruments Indexed to, and Potentially
            Settle In, a Company’s Own Stock), the Company’s Unaudited Consolidated
            Balance Sheet, Unaudited Consolidated Statement of Operations and Unaudited
            Consolidated Statement of Cash Flow as of and for the three and six months
            ended
            June 30, 2004, have been restated to reflect a reclassification from
            equity to
            liabilities of the warrants that the Company issued in January and February
            2004, and to reflect the change in fair value of the warrants and compound
            embedded derivative since issuance, as described in Note 6 “Credit Facilities”
and Note 7 “Common Stock”. As a result of this correction, the Company’s net
            loss for the six months ended June 30, 2004, decreased from $3,720,240
            to
            $587,106 and the Company’s net loss per share decreased from $0.20 to $0.03,
            basic and diluted.  For the three months ended June 30, 2004, the Company
            recorded net income of $2,792,803 rather than previously recorded net
            loss of
            $2,239,610 and net income per share of $0.14 basic and $0.12, basic and
            diluted,
            respectively, rather than previously recorded net loss per share of $0.11,
            basic and diluted.
  Following are restated
            condensed balance sheet, statement of operations and
            statement of cash flow giving effect to the adjustments described in
            Note 6
“Credit Facilities” and Note 7 “Common Stock”.


eLINEAR,
        INC.
 CONDENSED
        CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
   June
                    30,
                
                
                
                June
                    30,2004
                
                Adjustments
                
                2004**(Previously**
                
                
                
                **(Restated)****ASSETS**
                
                **Restated)**Total
                    current assets
                
                $
                6,836,091
                
                $
                --
                
                $
                6,836,091Property
                    and equipment, net
                
                
                326,194
                
                
                
                
                
                326,194Goodwill
                
                
                1,491,102
                
                
                
                
                
                1,491,102Deferred
                    financing costs, net
                
                
                162,892
                
                
                
                
                
                162,892Deposits
                
                
                30,484
                
                
                
                
                
                30,484Total
                    assets
                
                $
                8,846,763
                
                $
                --
                
                $
                8,846,763**LIABILITIES
                    AND SHAREHOLDERS’
EQUITY**Current
                    liabilities:Accounts
                    payable, trade
                
                $
                696,220
                
                $
                
                
                $
                696,220Accrued
                    liabilities
                
                
                553,991
                
                
                
                
                
                553,991Warrant
                    liability - current
                
                
                --
                
                
                827,420
                
                
                827,420Total
                    current
                    liabilities
                
                
                1,250,211
                
                
                827,420
                
                
                2,077,631Long-term
                    debt (less unamortized discount of
                    $1,445,219)
                
                
                1,814,560
                
                
                (704,538)
                
                
                1,110,022Compound
                    embedded derivative liability
                
                
                --
                
                
                148,158
                
                
                148,158Warrant
                    liabilities – non current
                
                
                --
                
                
                3,725,139
                
                
                3,725,139Total
                    liabilities
                
                
                3,064,771
                
                
                3,996,179
                
                
                7,060,950Shareholders’
equity:Common
                    stock
                
                
                411,085
                
                
                
                
                
                411,085Additional
                    paid-in capital
                
                
                10,486,886
                
                
                (7,129,313)
                
                
                3,357,573Accumulated
                    deficit
                
                
                (5,115,979)
                
                
                3,133,134
                
                
                (1,982,845)Total
                    shareholders’
                    equity
                
                
                5,781,992
                
                
                (3,996,179)
                
                
                1,785,813Total
                    liabilities and shareholders’ equity
                
                $
                8,846,763
                
                $
                --
                
                $
                8,846,763
   
    eLINEAR,
        INC.
 CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR
        THE THREE MONTHS ENDED JUNE 30 , 2004
 (UNAUDITED)
    June
                    30,
                    2004
                
                Adjustments
                
                June
                    30,
                    2004**(Previously
                    Restated)**
                
                
                
                **(Restated)**Total
                    revenue
                
                $
                5,331,009
                
                $
                --
                
                $
                5,331,009Total
                    cost
                    of revenue
                
                
                4,532,912
                
                
                
                
                
                4,532,912Gross
                    profit
                
                
                798,097
                
                
                
                
                
                798,097Operating 
expenses:Payroll
                    and related
                    expenses
                
                
                1,048,114
                
                
                
                
                
                1,048,114Office
                    administration
                
                
                491,151
                
                
                
                
                
                491,151Professional
                    services
                
                
                90,213
                
                
                
                
                
                90,213Impairment
                    of goodwill
                
                
                --
                
                
                
                
                
                --Other
                
                
                727,447
                
                
                
                
                
                727,467Depreciation
                
                
                22,179
                
                
                
                
                
                22,179Total
                    operating expenses
                
                
                2,379,104
                
                
                
                
                
                2,379,104Income
                    (loss) from operations
                
                
                (1,581,007)
                
                
                
                
                
                (1,581,007)Interest,
                    net
                
                
                (669,218)
                
                
                64,906
                
                
                (604,312)Change
                    in fair value at derivative
                
                
                --
                
                
                4,967,487
                
                
                4,967,487Other
                
                
                10,635
                
                
                
                
                
                10,635Net
                    income (loss)
                
                $
                (2,239,590)
                
                $
                5,032,393
                
                $
                2,792,803Net
                    income (loss) per share:
                  Basic
                
                
                ($0.11)
                
                
                
                
                $
                0.14Diluted
                
                
                ($0.11)
                
                
                
                
                $
                0.12Weighted
                    average number of common shares outstanding:Basic
                
                
                20,546,234
                
                
                
                
                
                20,546,234Diluted
                
                
                20,546,234
                
                
                
                
                
                23,026,569
   8





eLINEAR,
        INC.
 CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR
        THE SIX MONTHS ENDED JUNE 30, 2004
 (UNAUDITED)
  June
                    30,
                    2004
                
                Adjustments
                
                June
                    30,
                    2004**(Previously
                    Restated)**
                
                
                
                **(Restated)**Total
                    revenue
                
                $
                9,506,087
                
                $
                --
                
                $
                9,506,087Total
                    cost
                    of revenue
                
                
                8,247,674
                
                
                
                
                
                8,247,674Gross
                    profit
                
                
                1,258,413
                
                
                --
                
                
                1,258,413Operating 
expenses:Payroll
                    and related
                    expenses
                
                
                1,583,112
                
                
                
                
                
                1,583,112Office
                    administration
                
                
                720,245
                
                
                
                
                
                720,245Professional
                    services
                
                
                391,204
                
                
                
                
                
                391,204Impairment
                    of goodwill
                
                
                451,925
                
                
                
                
                
                451,925Other
                
                
                1,099,628
                
                
                
                
                
                1,099,628Depreciation
                
                
                30,684
                
                
                
                
                
                30,684Total
                    operating expenses
                
                
                4,276,798
                
                
                --
                
                
                4,276,798Income
                    (loss) from operations
                
                
                (3,018,385)
                
                
                --
                
                
                (3,018,385)Interest,
                    net
                
                
                (712,490)
                
                
                91,926
                
                
                (620,564)Change
                    in fair value at derivatives
                
                
                --
                
                
                3,041,208
                
                
                3,041,208Other
                
                
                10,635
                
                
                
                
                
                10,635Net
                    income (loss)
                
                $
                (3,720,240)
                
                $
                3,133,134
                
                $
                (587,106)Net income (loss) per
                  share:Basic
                
                
                ($0.20)
                
                
                
                
                
                ($0.03)Diluted
                
                
                ($0.20)
                
                
                
                
                
                ($0.04)Weighted
                    average number of common shares outstanding:Basic
                
                
                18,736,127
                
                
                
                
                
                18,736,127Diluted
                
                
                18,736,127
                
                
                
                
                
                19,423,412





9





eLINEAR,
        INC.
 CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR
        THE SIX MONTHS ENDED JUNE 30, 2004
 (UNAUDITD)
  2004
                
                
                
                2004(Previously
                    Restated)
                
                Adjustments
                
                (Restated)Cash
                    flows used in operating
                    activities:Net
                    loss
                
                $
                (3,720,240)
                
                $
                3,133,134
                
                $
                (587,106)Adjustments
                    to reconcile net loss to cash used
                    in operating activities:Depreciation
                
                
                30,684
                
                
                
                
                
                30,684Impairment
                    of
                    goodwill
                
                
                451,920
                
                
                
                
                
                451,920Bad
                    debt
                    expense
                
                
                46,000
                
                
                
                
                
                46,000Amortization
                    of debt
                    discounts
                
                
                626,124
                
                
                (91,926)
                
                
                534,198Change
                    in fair value of
                    derivatives
                
                
                --
                
                
                (3,041,208)
                
                
                (3,041,208)Stock
                    and stock option based
                    compensation
                
                
                603,608
                
                
                
                
                
                603,608Changes
                    in assets and
                    liabilities:Accounts receivable
                
                
                (2,634,347)
                
                
                
                
                
                (2,634,347)Inventory
                
                
                (85,800)
                
                
                
                
                
                (85,800)Accounts Payable
                
                
                (405,383)
                
                
                
                
                
                (405,383)Payable to officers
                
                
                (36,336)
                
                
                
                
                
                (36,336)Accrued liabilities
                
                
                405,244
                
                
                
                
                
                405,244Other
                
                
                1,980
                
                
                
                
                
                1,980Net
                    cash used in operating
                    activities
                
                
                (4,716,546)
                
                
                --
                
                
                (4,716,546)Net
                    cash used in investing
                    activities
                
                
                (1,332,261)
                
                
                --
                
                
                (1,332,261)Net
                    cash provided by financing
                    activities
                
                
                6,778,735
                
                
                --
                
                
                6,778,735Net
                    increase in cash
                
                
                729,928
                
                
                
                
                
                729,928Cash
                    and cash equivalents, beginning of
                    period
                
                
                554,483
                
                
                
                
                
                554,483Cash
                    and cash equivalents, end of
                    period
                
                $
                1,284,411
                
                $
                --
                
                $
                1,284,411
   10
  Note
        3. Stock
        Options
  At
        June 30, 2004, the Company had stock-based compensation plans, which
        are more fully described in Note 8 in the Company's Annual Report on Form
        10-KSB/A (Third Amendment). In addition, on February 10, 2004, the Board
        of
        Directors adopted the 2004 Stock Option Plan (the "2004 Plan"), which allows
        for
        the  issuance of up to 2,000,000 stock options to directors, executive
        officers, employees  and  consultants of the Company who are
        contributing to the Company's success.  During the six months ended June
        30, 2004, the Company granted 1,309,500 options to various employees under
        the
        2003 Plan and 198,150 options to various consultants under the 2004 Plan. 
In order to remain fully effective, the 2004 Plan must be approved by the
        shareholders prior to February 10, 2005.
  The
        Company applies and intends to continue to apply the
        recognition and intrinsic value measurement principles of Accounting Principles
        Board, (APB) Opinion No.  25,  "Accounting  for  Stock 
Issued  to  Employees,"  and related Interpretations 
in  accounting  for  those  plans.  The Company
        recorded $3,246 of stock-based compensation expense for stock options issued
        to
        employees which is reflected in the net loss for the six month period ended
        June
        30, 2004, because certain options granted under the 2003 Plan had exercised
        prices less than the market value of the underlying common stock on the date
        of
        the grant.  In addition, the Company recorded stock based compensation
        expense totaling $344,239 related to the options issued to consultants. 
The consultant options vested immediately and were expensed based on the
        fair
        value calculated using the black Scholes pricing model using the following
        assumptions: 117% volatility, four year life, 1.5% discount rate and 0% dividend
        yield.
  The 
following 
table
        illustrates the effect on net
        income and earnings per share  if  eLinear  had 
applied  the  fair value recognition provisions of FASB
        statement  No.  123, Accounting for Stock-Based Compensation, to
        stock-based employee compensation.
  Six
                    Months EndedJune
                    30,2004
                
                2003Net loss,
                    as reported
                
                $
                (587,106)
                
                $
                (159,404)Deduct:
                    Total stock based employeecompensation
                    expense determined
                    under the fair value based method for all awards
                
                
                (118,000)
                
                
                (46,000)Pro
                    forma net income (loss)
                
                $
                (705,106)
                
                $
                (205,404)Net
                    income (loss) per share:Basic
                    loss per common share -
                    as reported
                
                $
                (0.03)
                
                $
                (0.01)Basic
                  loss per common share - pro forma
                
                $
                (0.04)
                
                $
                (0.02)Diluted
                  loss per common share - as
                  reported
                
                $
                (0.04)
                
                $
                (0.01)Diluted
                  loss per common share - pro
                  forma
                
                $
                (0.05)
                
                $
                (0.02)
  The 
fair 
value 
of 
each
        option granted is
        estimated on the date of grant  using the Black-Scholes option-pricing
        model with the following weighted average assumptions:  dividend 
yield  0.0%,  expected  volatility  of  117%, 
risk-free interest  rate  of  1.5%,  and 
expected  life  of  48  months.
  Note 4 – Derivative Financial
            Instruments
  The Company accounts for all derivative financial instruments in accordance
            with
            SFAS No. 133. Derivative financial instruments are recorded as liabilities
            in
            the consolidated balance sheet, measured at fair value. When available,
            quoted
            market prices are used in determining fair value. However, if quoted
            market
            prices are not available, the Company estimates fair value using either
            quoted
            market prices of financial instruments with similar characteristics or
            other
            valuation techniques.
  The value of the derivative liabilities relating to the Convertible Note
            in the
            quarterly financial statements are subject to the changes in the trading
            value
            of the Company’s common stock and other assumptions.  As a result the
            Company’s quarterly financial statements may fluctuate from quarter to quarter
            based on factors such as trading value of the Company’s Common Stock, the amount
            of shares converted by Laurus in connection with the Laurus Convertible
            Note and
            exercised in connection with the Warrant outstanding. Consequently, the
            Company's consolidated financial position and results of operations may
            vary
            from quarter to quarter based on conditions other than the Company’s operating
            revenue and expenses. See Note 6 and 7 regarding valuation methods used
            for
            derivative liabilities.
  Derivative financial instruments that are not designated as hedges or
            that do
            not meet the criteria for hedge accounting under SFAS No. 133 are recorded
            at
            fair value, with gains or losses reported currently in earnings. All
            derivative
            financial instruments held by the Company as of June 30, 2004 were not
            designated as hedges.
 11
  Note 5. Impairment
  In
        March 2004, the Company recorded impairment expense totaling $451,925
        related to 100% of the goodwill related to the 2003 eLinear acquisition. 
In March 2004, the consulting services reporting unit lost its largest
        consulting contract and the other operations that had been acquired in the
        eLinear purchase had declined due to the loss of key employees after the
        acquisition.  During the three months ended June 30, 2004, the Company
        recognized only $220 of revenue from the consulting services reporting segment.
        Based on projected estimated future cash flows from the reporting unit purchased
        in 2003, management determined a full impairment charge was
        required.
  Note
        6.
        Credit Facilities
  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.
  The Contract Rate shall be adjusted as follows: if (i) eLinear shall have
        registered the shares of its Common Stock underlying the conversion of all
        currently issued and outstanding Minimum Borrowing Notes and the Warrant
        on a
        registration statement declared effective by the Securities and Exchange
        Commission, and (ii) the volume weighted average price of the Common Stock
        as
        reported by Bloomberg, L.P. on the principal market for any of the ten (10)
        trading days immediately preceding any applicable date upon which interest
        is
        payable under Section 5 hereof exceeds 125% of the applicable Fixed Conversion
        Price (as defined in the applicable Minimum Borrowing Note) (the “Specified
        Percentage”); then Contract Rate for the succeeding calendar month shall
        automatically be reduced by one hundred basis points (100 b.p.) for such
        month;
        provided that for each subsequent incremental twenty-five percent increase
        above
        the Specified Percentage, the Contract Rate shall  be reduced by an
        additional two hundred basis pints (200 b.p.) for the succeeding calendar
        month,
        but in no event shall  the Contract Rate be less than zero percent
        (0%).
  The Company has a redemption option in regard to the Convertible Notes and
        if
        exercised, will pay 115% on the principal amount outstanding at the time
        of such
        pre-payment.
  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 liquated 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.
        The Company is not obligated at any time to repurchase any portion of the
        Laurus
        shares not the shares underlying the warrants. 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.
  Events of default under the agreements include failure to pay principal,
        interest or other fees; breach of covenant; breach of representations and
        warranties, stop trade; default under related agreements; and failure to
        deliver
        common stock or replacement notes.  In the event of default, Laurus may
        require the Company to pay the principal balance and interest on the notes
        shall
        automatically be increased by 5%.
  **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.  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 (4.25% as of
        June
        30, 2004) plus 0.75% (with a maximum rate of 4.75%).  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..  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.  The
        Company paid back the $1,000,000 revolver during the quarter ended June 30,
        2004
        and drew down additional proceeds totaling $555,241.  As of June 30, 2004,
        the Company had approximately $555,241 outstanding under the
        revolver.
  12
  **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.  As of June 30, 2004, the Company had $2,000,000
        outstanding under the term note.
  In
        conjunction with the Laurus credit facility, 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 $653,807 using
        a
        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.
   In
              order to correct the financial statements so that they comply with
              U.S. generally accepted accounting principles, the Company has restated
              the
              Unaudited Consolidated Financial Statements to reclassify the Laurus
              warrants
              from additional paid in capital to non-current liabilities and record
              the change
              in fair value of derivatives effective June 30, 2004 to reflect the
              fact that
              the registration rights agreement into which the company entered in
              connection
              with its issuance of the warrants requires the Company to pay liquidated
              damages, which in some cases could exceed a reasonable discount for
              delivering
              unregistered shares and thus would require the warrants to be classified
              as a
              liability until the earlier of the date the warrants are exercised
              or
              expire.  In accordance with EITF 00-19, Accounting for Derivative Financial
              Instruments Indexed To, and Potentially Settled In, a Company’s Own Stock, the
              Company has allocated a portion of the offering proceeds to the warrants
              based
              on their fair value. EITF 00-19 also requires that the Company revalue
              the
              warrants as a derivative instrument periodically to compute the value
              in
              connection with changes in the underlying stock price and other assumptions,
              with the change in value recorded as other expense or other income.  The
              company determined the fair value of the warrants as follows as of
              February 23,
              2004 (the issuance date):
 
 The
              company used the Black Scholes option-pricing model with the
              following assumptions: an expected life equal to the contractual term
              of the
              warrants (seven years); no dividends; a risk free rate of return of
              3.5%, which
              equals the five-year yield on Treasure bonds at constant (or fixed)
              maturity;
              and volatility of 102%. Under the assumptions, the Black-Scholes option-pricing
              model yielded a value of $2.26 for the $3.05 warrants, $2.25 for the
              $3.19
              warrants and $2.24 for the $3.32 warrants for an aggregate value of
              $653,807.
  The
              Company performed the same calculations as of June 30, 2004, to
              revalue the warrants as of that date. In using the Black Scholes option-pricing
              model, the Company used an expected life of 6.7 years; an underlying
              stock price
              of $1.71 per share; no dividends; a risk free rate of 3.5%; and volatility
              of
              117%. The resulting aggregate allocated value of the warrants as of
              June 30,
              2004, equaled $418,279.  The change in fair value (decrease) of $310,248
              and $235,528 for the three and six months ended June 30, 2004 and is
              primarily
              due to the fair value of the underlying common stock from $2.71 per
              share to
              $1.71 per share from February 23 to June 30, 2004.
  Upon
              the earlier of the warrant exercise or the expiration date, the
              warrant liability will be reclassified into shareholders’ equity. Until that
              time, the warrant liability will be recorded at fair value based on
              the
              methodology described above.  Changes in the fair value during each period
              will be recorded as other income or other expense. Liquidated damages
              under the
              registration rights agreement will be expensed as incurred and will
              be included
              in operating expenses.
  The
              Company is also restating the unaudited Consolidated Financial
              Statements to record embedded derivatives rather a beneficial conversion
              feature
              previously recorded of $510,282.
  The
              Notes are hybrid instruments which contain both freestanding
              derivative financial instruments and more than one embedded derivative
              feature
              which would individually warrant separate accounting as a derivative
              instrument
              under SFAS 133. The freestanding derivative financial instruments include
              the
              Laurus Warrants, which were valued individually, and totaled $653,807.  The
              various embedded derivative features have been bundled together as
              a single,
              compound embedded derivative instrument that has been bifurcated from
              the debt
              host contract, referred to as the “Compound Embedded Derivative
              Liability”.  The single compound embedded derivative features include the
              conversion feature within the Notes, the early redemption option, the
              Contract
              Rate adjustment and default provision.  The value of the single compound
              embedded derivative liability was bifurcated from the debt host contract
              and
              recorded as a derivative liability, which resulted in a reduction of
              the initial
              carrying amount (as amortized discount) of the Convertible Notes.  The
              unamortized discount is amortized to interest expense using the effective
              interest method over the life of the Convertible Notes, or 36
              months.


13
  Compound
              Embedded Derivative Liability
  Using
              a layered discounted probability-weighted expected cash flow
              methodology, the fair value of the Derivative Liability with Compound
              Embedded
              Derivatives was computed at $998,425 and $148,158 at February 23, 2004
              and June
              30, 2004 respectively.  The model replicated the economics of the Notes and
              applied different events based on various conditions likely to occur
              over the
              life of the Note. Multiple scenarios were used in the model and the
              underlying
              assumptions below were applied. The value of this single, compound
              embedded
              derivative instrument was bifurcated from the debt host contract and
              recorded as
              a derivative liability which resulted in a reduction of the initial
              carrying
              amount (as unamortized discount) to the notional amounts of the
              Notes.
 
 Probability-Weighted
              Expected Cash Flow Methodology


Compound
                    Embedded Derivative LiabilityFebruary
                    23,
                  2004
                
                June
                    30,
                  2004Assumptions
                
                (Inception)Risk
                    Free interest rate
                
                
                2.21
                %
                
                3.16
                %Prime
                    RateIncreasing
                    .25% each quarter of first
                    year
                
                
                4.00
                %
                
                4.25
                %Timely
                    registrationIncreasing
                    by 1% monthly up to
                    99%
                
                
                95.00
                %
                
                95.00
                %Default
                    statusIncreasing
                    by .1%
                    monthly
                
                
                5.00
                %
                
                5.00
                %Alternative
                    financing available and exercisedIncreasing
                    2.5% monthly up to
                    25%
                
                
                0.00
                %
                
                7.50
                %Trading
                    volume, gross monthly
                    dollarsMonthly
                    increase
                
                
                2.00
                %
                
                5.00
                %Annual
                    growth rate of stock price
                
                
                31.80
                %
                
                32.20
                %Future
                    projected volatility
                
                
                102.00
                %
                
                117.00
                %Ownership
                    limitationMonthly
                    increase
                
                
                1.00
                %
                
                1.00
                %Reset
                    ProvisionIncreasing
                    5% monthly up to
                    25%
                
                
                0.00
                %
                
                0.00
                %
 
 The
            decrease in the fair value of the derivative liability of $667,123
            and $850,267 was recorded in the three and six months ended June 30,
            2004.
  During
            the quarter ended June 30, 2004 the Company paid back the original
            $1,000,000 it had drawn under the revolver during the quarter ended March
            31,
            2004.  Therefore, the Company expensed a portion of the discount recorded
            in connection with the credit facility resulting in additional non-cash
            interest
            expense of approximately $330,000 during the quarter ended June 30, 2004. 
Total non-cash interest expense for the three and six months ended June
            30, 2004
            was $399,589 and $426,613, respectively.
  As a result of these contract provisions, the Notes at inception (February
            23,
            2004) and June 30, 2004 was adjusted as follows:
 February
                    23, 2004
                
                June
                    30, 2004Notional
                    balance
                
                $
                3,000,000
                
                $
                2,555,241Adjustments:Discount
                    for compound embedded
                    derivatives
                
                
                (998,425)
                
                
                (625,403)Discount
                    for Laurus warrants
                
                
                (653,907)
                
                
                (613,879)Discount
                    for loan costs paid to Laurus
                
                
                (219,500)
                
                
                (205,937)Balance,
                    net of unamortized discount
                
                $
                1,128,168
                
                $
                1,110,022
  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.
 
 During
            February 2004, the Company retired its $1,000,000 line of credit with
            Textron
            Financial Corporation with the proceeds from the Laurus credit facility
            and
            entered into a new $500,000 credit facility with Textron collateralized
            with a
            $500,000 letter of credit.


14


Note
        7.
        Common Stock
  During
        the three months ended June 30 2004, the Company issued 7,500
        shares of common stock for services valued at $17,130 using the stock price
        on
        the date issued.
  During the three months ended June 30, 2004, the Company issued 16,600 shares
        of
        common stock related to the exercise of stock options. The Company received
        proceeds totaling $7,112.
  In
        February 2004, the Company sold 1,230,000 shares of its 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
        (the "Class B Warrants") 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 for an aggregate purchase price of $2,460,000,  in 
a  private placement transaction. The Company received proceeds totaling
        $2,257,800, net of offering costs of $202,200.  In addition the Company
        issued a 61,500 class A Warrants and 61,500 Class B Warrants to vSource as
        a
        finders fee.
  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.
  In
        January 2004, the Company sold 1,964,223 shares of its 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 (the Class B Warrants"),  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 for an aggregate  purchase price of $2,533,850, in a
        private placement transaction. The Company received proceeds totaling
        $2,326,481, net of offering costs of $207,369.  In addition, the Company
        issued 117,854 Class A Warrants and 109,015 Class B Warrants to vSource as
        a
        finders fee.
  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 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.
  In order to correct the financial statements so that they comply with
              U.S.
              generally accepted accounting principles, the Company has restated
              the Unaudited
              Consolidated Financial Statements as of June 30, 2004, to record the
              warrants as
              liabilities effective as of January 12 and February 4, 2004, to reflect
              the fact
              that the registration rights agreement into which the Company entered
              in
              connection with its issuance of the warrants requires the Company to
              pay
              liquidated damages, which in some cases could exceed a reasonable discount
              for
              delivering unregistered shares and thus would require the warrants
              to be
              classified as a liability until earlier of the date the warrants are
              exercised
              or expire.  In accordance with EITF 00-19, Accounting for Derivative
              financial Instruments Indexed To, and Potentially Settled In, a Company’s Own
              Stock, the Company has allocated a portion of the offering proceeds to
              the
              warrants based on their fair value.  EITF 00-19 also requires that the
              Company revalue the warrants as a derivative instrument periodically
              to compute
              the value in connection with changes in the underlying stock price
              and other
              assumptions, with the change in value recorded as other expense or
              other income.
              The restatement reduced paid in capital as of June 30, 2004, by $6,089,693,
              increased common stock warrant liability as of June 30, 2004 by
              $4,134,280.  The decrease in fair value of the warrant liabilities was
              $3,990,113 and $1,955,413 for the three and six months ended June 30,
              2004,
              respectively.  The Company determined the fair value of the warrants as
              follows as of January 12 and February 4, 2004 (the issuance
              dates):
 
 The
              Company used the Black Scholes option-pricing model with the
              following assumptions: and expected life equal to the contractual term
              of the
              warrants; no dividends; a risk free rate of return of 3.5%, which equals
              the
              five-year yield on Treasury bonds at constant (or fixed) maturity;
              and
              volatility of 102%. Under these assumptions, the Black Scholes option-pricing
              model yielded a value of $1.57 for the $1.89 warrants, $1.02 for the
              $1.55
              warrants, $2.36 for the $3.00 warrants and $1.82 for the $2.50 warrants
              for an
              aggregate value of $6,089,693.
  The
              Company performed the same calculations as of June 30, 2004, to
              revalue the warrants as of that date.  In using the Black Scholes
              option-pricing model, the Company used an underlying stock price of
              $1.71 per
              share; a risk free rate of 3.5%; an expected life equal to the remaining
              contractual term of the warrants; no dividends; and volatility of 117%.
              The
              resulting aggregate allocated value of the warrants as of June 30,
              2004 equaled
              $4,134,280.  The change in fair value of $1,955,413 is primarily due to the
              fair value of the underlying common stock from $2.02 per share to $1.71
              per
              share from January 12 to June 30, 2004.
  Upon the earlier of the warrant exercise or expiration date, the warrant
              liability will be reclassified into shareholders’ equity.  Until that time,
              the warrant liability will be recorded at fair value based on the methodology
              described above. Changes in the fair value during each period will
              be recorded
              as other income or other expense. Liquidated damages under the registration
              rights agreement will be expensed as incurred and will be included
              in operating
              expenses.


As part of the above financings, the Company agreed to file a registration
        statement with the SEC in order to register the resale of the shares purchased
        and the shares issuable upon exercise of the warrants.  If (i) the
        registration statement  is  not  declared  effective prior
        to the 120th day after the closing date  of  each 
financing,  (ii)  the  Company  fails to respond to the
        comments provided  by the SEC to its registration statement within ten days
        of receipt of comments; or (iii) the registration statement has been declared
        effective by the SEC  and  it  ceases  to  remain
        continuously effective until all the registered securities  are 
resold, the Company has agreed to pay the investors 1.5% of the aggregate 
purchase  price  for  the  first month, and if the event
        continues to occur,  2.0%  of  the  purchase 
price  per  month  thereafter.  As of June 30, 2004, the
        Company has incurred fees totaling $137,885.
  15
  Note 8. Common Stock
        Warrants
  In
        connection with the equity (Note 7) and debt (Note 6) fundings, the
        Company issued warrants to acquire common stock at various prices.  The
        following table summarizes the warrants outstanding as of June 30,
        2004:
  Exercise
                  Price
              
              Financing
                  Date
              
              Outstanding
                Warrants
              
              Expiration
                  Date$0.70
              
              
              December
                  2003
              
              
              26,166
              
              
              December
                  2005$1.55
              
              
              January
                  2004
              
              
              1,199,155
              
              
              March
                  2005$1.89
              
              
              January
                  2004
              
              
              1,296,388
              
              
              January
                  2009$2.50
              
              
              February
                  2004
              
              
              676,500
              
              
              February
                  2006$3.00
              
              
              February
                  2004
              
              
              676,500
              
              
              February
                  2009$3.50*
              
              
              February
                  2004
              
              
              200,000
              
              
              February
                  2011$3.05*
              
              
              February
                  2004
              
              
              50,000
              
              
              February
                  2011$3.22*
              
              
              February
                  2004
              
              
              40,000
              
              
              February
                  2011Total
              
              
              
              
              
              4,164,709
   All
        warrants are exercisable at June 30, 2004.  The Company has not
        filed and is not required to file a registration statement for the warrants
        issued for its December 3003 financing.
  *             
        Warrants issued to Laurus Master Fund Ltd. which require the Company to file
        a
        registration statement.
  Note
          9.  Net
          Income (Loss) Per Share 
 Basic
            and
            diluted net income per share is presented in accordance with SFAS No.128 *Earnings
            Per Share* .
            Basic
            net income (loss) per share has been computed using the weighted-average
            number
            of shares of common stock outstanding during the period. Diluted net
            income
            (loss) per share has been computed using the weighted-average number
            of shares
            of common stock and dilutive potential common shares from options and
            warrants
            (under the treasury stock method) and convertible notes (on an as-if-converted
            basis) outstanding during the period. For the three and six months ended
            June
            30, 2004, shares of 2,495,333 and 4,990,880, respectively, resulting
            from the
            assumed exercise of outstanding options and warrants were excluded from
            the
            computation of earnings per common share, because the inclusion thereof
            would be
            anti-dilutive. The corresponding three and six months ended June 30,
            2003 have
            been excluded as the Company incurred a net loss in those periods, and
            therefore
            potential dilutive effects would be anti-dilutive.
  The
            following
            table presents the calculation of basic and diluted net income (loss)
            per share
            for the three and six months ended June 30, 2004:
  Three
                      Months Ended
                  
                  
                  Six
                      Months EndedJune
                      30, 2004
                  
                  
                  June
                      30, 2004Numerator:Net
                    income (loss)
                  
                  $
                  2,792,803
                  
                  $
                  (587,106
                  )Adjustments:Interest
                    expense, including
                    amortization of debt discout and debt issuance costs
                  
                  
                  604,312
                  
                  
                  620,564Change
                    in fair value of derivatives
                    embedded within convertible debt
                  
                  
                  (667,123
                  )
                  
                  (850,267
                  )$
                  2,729,992
                  
                  $
                  (816,809
                  )Denominator
                    for basic net income per share:Weighted
                    average shares outstanding -
                    basic
                  
                  
                  20,546,234
                  
                  
                  18,736,127Effect
                    of dilutive securities:Stock
                    options
                  
                  
                  835,463
                  
                  
                  --Warrants
                  
                  
                  613,944
                  
                  
                  --Convertible
                    note
                  
                  
                  1,030,928
                  
                  
                  687,285Weighted
                    average shares outstanding - diluted
                  
                  
                  23,026,569
                  
                  
                  19,423,412Basic
                    net income (loss) per share
                  
                  $
                  0.14
                  
                  $
                  (0.03
                  )Diluted
                    net income (loss) per share
                  
                  $
                  0.12
                  
                  $
                  (0.04
                  )


Note
        10.
        Significant Concentration
  One customer accounted for approximately 26% of sales for the six months
        ended
        June 30, 2004.  No other customers represented more than 10% of sale of the
        Company for that period.  The Company had one customer which had in excess
        of 10% of the Company’s accounts receivable balance at June 30, 2004.  This
        customer had 23% of the Company’s accounts receivable balance.
  Note
        11.
        Restricted Cash
  In conjunction with the Company’s credit facility with Textron Financial
        Corporation (“Textron”), the Company was required to deposit $500,00 in a
        restrictive cash account and issue Textron a $500,000 letter of
        credit.
  16
  Note 12. 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  June 30,  2004, the
        Company's three business  units,  NetView  (network 
and  storage  solutions),  NewBridge (communications 
deployment)  and  eLinear  (consulting services), have separate
        management teams and infrastructures that offer different products and
        services.




FOR
        THE THREE MONTHS ENDED JUNE 30, 2004
 (Restated)
 Dollars
                    ($)
                
                Consulting
                    Services
                
                Network
                    and Storage Solutions
                
                Communications
                    Deployment
                
                ConsolidatedRevenue
                
                
                220
                
                
                4,773,855
                
                
                556,934
                
                
                5,331,009Segment
                    income
                    (loss)
                
                
                3,162,845
                
                
                (352,527)
                
                
                (17,515)
                
                
                2,792,803Total 
                    assets
                
                
                3,469,416
                
                
                4,848,968
                
                
                528,379
                
                
                8,846,763Capital
                    expenditures
                
                
                136,844
                
                
                122,598
                
                
                552
                
                
                259,994Depreciation
                
                
                8,676
                
                
                13,310
                
                
                193
                
                
                22,179
  FOR
        THE SIX MONTHS ENDED JUNE 30, 2004
 (Restated)
 Dollars
                    ($)
                
                Consulting
                    Services
                
                Network
                    and Storage Solutions
                
                Communications
                    Deployment
                
                ConsolidatedRevenue
                
                
                47,165
                
                
                8,730,480
                
                
                728,442
                
                
                9,506,087Segment
                    loss
                
                
                (9,727)
                
                
                (447,030)
                
                
                (130,349)
                
                
                (587,106)Total 
                    assets
                
                
                3,469,416
                
                
                4,848,968
                
                
                528,379
                
                
                8,846,763Capital
                    expenditures
                
                
                152,219
                
                
                157,458
                
                
                1,117
                
                
                310,794Depreciation
                
                
                11,397
                
                
                17,469
                
                
                1,818
                
                
                30,684
 
 FOR
        THE THREE MONTHS ENDED JUNE 30, 2003
 (Restated)
 Dollars
                  ($)
              
              Consulting
                  Services
              
              Network
                  and Storage Solutions
              
              Communications
                  Deployment
              
              ConsolidatedRevenue
              
              
              297,941
              
              
              3,166,173
              
              
              --
              
              
              3,464,114Segment
                  loss
              
              
              (196,396)
              
              
              (47,563)
              
              
              --
              
              
              (243,959)Total 
                  assets
              
              
              277,390
              
              
              2,218,355
              
              
              (63,500)
              
              
              2,432,245Capital
                  expenditures
              
              
              --
              
              
              5,916
              
              
              --
              
              
              5,916Depreciation
              
              
              1,259
              
              
              3,887
              
              
              --
              
              
              5,146
 
 FOR
        THE SIX MONTHS ENDED JUNE 30, 2003
 (Restated)
 Dollars
                  ($)
              
              Consulting
                  Services
              
              Network
                  and Storage Solutions
              
              Communications
                  Deployment
              
              ConsolidatedRevenue
              
              
              297,941
              
              
              6,317,315
              
              
              --
              
              
              6,615,256Segment
                  profit
                  (loss)
              
              
              (196,396)
              
              
              36,992
              
              
              --
              
              
              (159,404)Total 
                  assets
              
              
              277,390
              
              
              2,218,355
              
              
              (63,500)
              
              
              2,432,245Capital
                  expenditures
              
              
              --
              
              
              5,916
              
              
              --
              
              
              5,916Depreciation
              
              
              1,259
              
              
              7,281
              
              
              --
              
              
              8,540
 
  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.





17
  Item
        2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
        OPERATIONS ANDFINANCIAL CONDITION
  The
        following discussion and analysis of the Company's financial
        condition as  of June 30, 2004, and its results of operations for the
        six-month periods ended June 30,  2004 and 2003, should be read in
        conjunction with the audited consolidated  financial  statements 
and notes included in eLinear's Form 10-KSB/A (Third Amendment) filed 
with  the  Securities  and  Exchange 
Commission.
  OVERVIEW
  The Company's business currently
        consists of three operating
        segments:
  · Product
        fulfillment and network and storage solutions. Through its wholly
        owned subsidiary, NetView Technologies, Inc.("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  Technologies, Inc. ("NewBridge"), the
        Company provides: (a) structured cabling, which is a set  of 
cabling  and connectivity products  that integrate the voice, data,
        video and various management systems of a  structure,(b)cabling
        infrastructure design and implementation, which is the design and implementation
        of the structured cabling systems,(c)security installation and monitoring,
        and
        (d) digital services of voice, data and video over fiber optic networks to
        residential and commercial customers.
  · Consulting
        services. The Company offers: (a) consulting
        services,(b)creative web site design,(c)web site content management software,
        and (d) technical project management and development services.
  The Company has operated as a technology consulting business since December
        1999.  It acquired its Internet consulting business as a result of a
        reverse merger with 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 six months ended June 30,
        2004, the consulting segment contributed 1% of its 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 creditors of Kinetics.com
        obtained court judgments 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, it changed its name
        to eLinear, Inc.
  The
        Company completed the acquisitions of NetView and NewBridge during
        the last fiscal year.  In April 2003, eLinear 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 its 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.  In March 2004, the Company recorded impairment
        expense totaling $451,920 related to 100% of the goodwill related to the
        2003
        eLinear acquisition. In March 2004, the consulting services reporting unit
        lost
        its largest consulting contract and the other operations that had been acquired
        in the eLinear purchase had declined due to the loss of key employees after
        the
        acquisition.  During the three months ended June 30, 2004, the Company
        recognized only $220 of revenue from the consulting services business segment.
        Based on projected estimated future cash flows from the reporting unit purchased
        in 2003, management determined a full impairment charge was required. 
Since NetView is deemed to be the acquiring company for accounting purposes,
        the
        financial information for the six months ended June 30, 2003 is information
        derived from the consolidated financial statements of NetView, for the six
        months ended June 30, 2003 and eLinear for the three months ended June 30,
        2003.  NetView contributed 92% of eLinear’s revenue for the six months
        ended June 30, 2004.





In
        July 2003, eLinear completed the acquisition of all the
        outstanding shares of NewBridge.  Pursuant to the transaction, eLinear
        issued 850,000 shares of common stock valued at $1,062,500, using the 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.  NewBridge contributed 8% of eLinear's revenue for six months
        ended June 30, 2004.
  The Company's strategy is to expand its operations along the above three
        reporting segments through internal growth and through acquisitions. 
Whereas the Company has added two distinct reporting segments through the
        above
        listed acquisitions, it intends to expand its operations from all three
        reporting segments through the addition of personnel to increase sales. 
The changes in its business strategy have not affected its relationship with
        any
        of its customers.  eLinear intends to utilize the proceeds from its recent
        offerings discussed below, as well as through additional offerings, to finance
        its internal growth and for any acquisitions.  The Company does not have
        any commitments to raise additional funds, and it may be unable to do so
        in the
        future.  If it does raise additional funds, it may do so at below market
        prices, which would cause dilution to its shareholders.
  18
  RECENT
        DEVELOPMENTS
  In January 2004, the Company completed a private offering in which it raised
        gross proceeds of $2,533,850.  In February 2004, the Company completed a
        private offering in which it raised gross proceeds of $2,460,000.  Both of
        these agreements included warrants, which if exercised would bring in an
        additional $8,029,621.  In each of these offerings the Company issued its
        common stock at prices below the then market price.
  The Company has filed a registration statement with the Securities and Exchange
        Commission which is registering the resale of 3,194,225 shares of the Company’s
        common stock and 3,944,737 shares of the Company’s common stock underlying the
        warrants pursuant to the above listed financings.   The registration
        statement has not been declared effective to date.
  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 and a revolving credit
        facility totaling $3,000,000 based on eligible accounts receivable.  See
        Note 3 to the unaudited financial statements included herein.
  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 the Company's agreement with Laurus requires
        it to file the registration statement within a definitive period of time
        not to
        exceed 150 days from February 23, 2004, or within 15 days of the Company’s
        current registration statement being declared effective by the SEC, whichever
        is
        earlier. 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
        be
        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 for the Laurus credit facility
        are
        being registered under the pending prospectus.
  CRITICAL ACCOUNTING
        POLICIES
  General
  The
        consolidated financial statements and notes included in this
        Form10-QSB/A (First Amendment) 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 the Company to make estimates and assumptions
        that affect the reported amounts of its assets and liabilities, and affect
        the
        disclosure of any contingent assets and liabilities.  The Company 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.  The significant
        accounting policies are described in its financial statements and notes included
        in its Form 10-KSB/A filed with the Securities and Exchange
        Commission.
  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 underlying 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 future delivery of products or services or subject
        to
        customer-specified return of 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.
  Goodwill
  As
        of June 30, 2004, the Company had $1,491,102 of goodwill, as restated,
        resulting from the acquisition of NewBridge Technologies, Inc.  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 newness of the NewBridge acquisition, the
        Company has not performed an impairment assessment of the NewBridge
        acquisition.  Due to the large amount of goodwill presently included in its
        financial reports, if an impairment is required, its 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."  These rules 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
        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 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 financial
        position.  The Company recorded $3,246 of stock-based compensation expense
        for employee stock options which was reflected in the net loss for the six
        month
        period ended June 30, 2004.
   19
  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 its
        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 its 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 its consolidated results of operations or financial
        position.  As of June 30, 2004, the Company maintained and allowance for
        doubtful accounts of $115,288 , which allowance was 3% of total accounts
        receivable as of that date.
  Derivative
            Financial Instruments
  The Company accounts for all derivative financial instruments in accordance
            with
            SFAS No. 133. Derivative financial instruments are recorded as liabilities
            in
            the consolidated balance sheet, measured at fair value. When available,
            quoted
            market prices are used in determining fair value. However, if quoted
            market
            prices are not available, the Company estimates fair value using either
            quoted
            market prices of financial instruments with similar characteristics or
            other
            valuation techniques.
  The value of the derivative liabilities relating to the Convertible Note
            in the
            quarterly financial statements are subject to the changes in the trading
            value
            of the Company’s common stock and other assumptions.  As a result the
            Company’s quarterly financial statements may fluctuate from quarter to quarter
            based on factors such as trading value of the Company’s Common Stock, the amount
            of shares converted by Laurus in connection with the Laurus Convertible
            Note and
            exercised in connection with the Warrant outstanding. Consequently, the
            Company's consolidated financial position and results of operations may
            vary
            from quarter to quarter based on conditions other than the Company’s operating
            revenue and expenses. See Note 6 and 7 regarding valuation methods used
            for
            derivative liabilities.
  Derivative financial instruments that are not designated as hedges or
            that do
            not meet the criteria for hedge accounting under SFAS No. 133 are recorded
            at
            fair value, with gains or losses reported currently in earnings.  All
            derivative financial instruments held by the Company as of June 30, 2004
            were
            not designated hedges.
  RESULTS
        OF OPERATIONS AND FINANCIAL CONDITION
  eLinear's primary business focus is on solving well-defined customer problems
        or
        providing a need-proven service.  The Company 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,  eLinear  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 able to
        sell.  In order to reduce costs the Company  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 2003  and  2004 
has  been  hit  particularly  hard.
  In
        order to diversify its business plan, eLinear began seeking merger
        candidates.  It selected NetView due to its list of customers and
        management with the view toward cross-selling its consulting services with
        NetView’s network and storage solutions customers.  The 
Company's  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 consulting services the
        Company previously provided, eLinear 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. eLinear intends  to  expand  its  business 
in  all  three segments of which it operates.
  RevenueTotal
        revenue for the six months ended June
        30, 2004 was $9,506,087 which was an increase of 44% over the prior year
        period
        of $6,615,256.  Revenue from  the  consulting  services
        business segment for the six months ended June 30, 2004  was 
$47,165  which  was  1%  of  total revenue.  The
        consulting services business segment has seen a significant decline in customer
        utilization during 2004 and 2003.  Due to the significant reduction in
        customers in the consulting services business segment, the Company significantly
        reduced its number of full-time employees and contract personnel during the
        2004
        period in order to reduce costs and conserve its 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.  During
        February 2004, the Company hired a primary consultant and several consulting
        engineers and the Company intends to  concentrate  its  efforts
        on building additional consulting  services  customer relationships
        during the current fiscal year and, if  successful,  add additional
        personnel to increase its sales.  However, there are no guarantees that the
        Company will be successful in this endeavor.  Revenue generated from the
        network and storage solutions business segment for the six month ended June
        30,
        2004 was $8,730,480 an increase of $2,413,165, or 38% over the prior year
        quarter.  The network and storage solutions business segment contributed
        92% of total revenue for the current six month period.  The Company was
        able to increase its revenue over the 2003 period primarily by the addition
        of
        sales personnel who had previous customer relationships and has opened a
        sales
        office in Dallas, Texas with satellite offices in Austin, Texas and Oklahoma
        City, Oklahoma.  The increase in revenue was due to an increase in the
        amount of products sold and was not affected by an increase in pricing. 
The Company intends to focus on adding additional customers and personnel
        to
        service these customers.  Revenue from the communications deployment
        business segment of the six months ended June 30, 2004 was $728,442, which
        was  8%  of  total  revenue.  As the acquisition of
        NewBridge did not occur until July 31, 2003, there was no revenue from the
        communications deployment business segment during the 2003 period.
  Of 
the 
revenue 
generated 
for 
the
        six
        months period ended June 30, 2004, one customer  provided  in 
excess  of  10%  of  the  Company's  revenue 
with  The Methodist Hospital contributing  26% of the revenue. 
No other customer provided more than 10% of the Company’s revenue for the 2004
        period. If the Company were to lose any of these customers, its financial
        results may be negatively affected.
  Cost of sales.  Total cost of sales for the six months ended June
        30, 2004 was $8,247,674, an increase of $2,809,889, or 52%, over the prior
        year
        period of $5,437,785.  The communications deployment business segments had
        no cost of sales in the 2003 period. The Company hired a consulting manager
        to
        replace its former CEO and added several consulting engineers during the
        quarter
        ended March 31, 2004 to begin growing its business through selling these
        services to its existing client base. Additionally for the network and storage
        solutions business segment, the cost of hardware and software as a percent
        of
        revenue increased from 81% for the 2003 period to 88% for the 2004 period
        which
        was a result of the addition of a major customer which received favorable
        pricing from the Company.  In order to obtain and retain this customer, the
        Company lowered its standard pricing for the resale of computer hardware
        and
        software to this customer. The company was unable to obtain a reduction in
        cost
        of hardware and software purchases from its vendors, resulting in a decrease
        in
        its gross margin. This customer became a customer of the Company during the
        three months ended June 30, 2004. The Company does not anticipate the favorable
        pricing it has granted to this customer will change in the future.
  For
        the network and storage solutions business segment, cost of sales is
        comprised of the costs associated with acquiring hardware and software to
        fill
        customer orders.  For the consulting services business segment, cost of
        sales  consists  of  full-time  personnel and contract
        employee costs associated with  projects  eLinear  provides 
to  its  customers  for  a  fee.  For the
        communications deployment business segment, cost of sales consists of materials
        and personnel to build the customer infrastructure.  The increase in cost
        of sales was due to 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 Systems, which
        contribute approximately 47% of its sales for the six months ended June 30,
        2004.  The Company anticipates they will continue to be its principal
        suppliers in the future.  Total hardware and software costs amounted to
        $7,603,657 for the six months ended June 30, 2004.  The Company anticipates
        that cost of sales will increase as revenues increases.
  Gross profit.  Total gross profit increased from $1,177,471 for the
        six month period ended June 30, 2003, to $1,258,413 for the six month ended
        June
        30, 2004.  Total gross profit as a percentage of revenue decreased from 18%
        for the six months ended June 30, 2004 to 13% for the current quarter.  As
        described in the previous paragraph, the Company has hired additional personnel
        in its consulting services business segment in order to market those services
        to
        its existing customer base and granted favorable pricing to a major customer
        which resulted in the decrease in gross profit as a percent of revenue. 
The Company had not experienced an increase in revenue associated with the
        increased staffing costs during the six month ended June 30, 2004, but
        anticipates its revenue and profit margin will improve in the future from
        this
        business segment.
  20
 
 Operating  expenses.Total operating expenses for the six
        month ended June 30, 2004 were $4,276,798, an increase of $2,946,110, or
        221%,
        over the prior year period of $1,330,688.  The various components of this
        increase are as follows:
  •              
        The Company has added additional personnel in its network and storage solutions
        business segment to facilitate the rapid increase in customer 
orders,  and  it  has  reduced  personnel  in its
        consulting services  business  segment,  reflecting 
an  increase  in  the use of subcontractors  to 
execute on projects as opposed to hiring full-time employees. At June 30,
        2003,
        the Company employed 16 personnel in the network and storage solutions business
        segment, which had increased to 36 as of June 30, 2004. Additionally, the
        Company opened a sales office in Dallas, Texas and satellite offices in Austin,
        Texas and Oklahoma City, Oklahoma.  There were no payroll and related costs
        incurred during the prior year period for the communications deployment business
        segment.  The net effect was an increase in payroll and related costs of
        $908,143, which costs are composed of payroll, payroll taxes and health
        insurance.
  •              
        Office  administration  expenses  increased  from $134,532
        for the 2003 period  to  $720,245 for the six months ended June 30,
        2004. The components of office administration are office rent expense, office
        expenses, staff development and dues and subscriptions.  The Company
        incurred start-up costs when opening its sales office in Dallas, Austin and
        Oklahoma City and relocated its corporate headquarters in Houston, Texas. 
The Company does not anticipate these cost will be incurred in the
        future.
  •              
        Professional  services,  which  is  comprised of legal,
        accounting and consulting fees, decreased from $448,386 for the previous
        year
        period to  $391,204  for the current fiscal period. The Company has
        incurred additional legal, accounting and outside services fees during the
        current fiscal year in association with its financings and current litigation
        which was partially offset by a reduction in contract services.
 .
 •              
        As  previously  discussed,  in  March  2004 
the  consulting  services reporting  unit  lost 
its  largest  consulting contract and the other operations that had
        been acquired in the eLinear purchase had declined due  to  the 
loss  of  key  employees after the acquisition. Based on
        projected  future  cash  flows  from  the 
reporting  unit, management determined  a  full 
impairment  charge  of  $451,925  was 
required.
  •              
        Other expenses increased from $64,261 for prior year period to $1,099,628
        for
        the current fiscal period. The Company has initiated an investor
        awareness/marketing program to reach out to current and potential investors
        and
        provide them with current news release and information about eLinear as well
        as
        to establish nationwide name recognition to build the “eLINEAR” name brand for
        future business.  This program consists of investor conferences, electronic
        media distribution, newspaper coverage, third party representation through
        introduction to institutional entries and radio coverage. The program was
        designed by in house eLinear employees. The cost of this program during the
        six
        months ended June 30, 2004 approximated $956,000. A majority of the remaining
        expenses was the Company’s listing fee to the American Stock Exchange.
  Interest 
Expense. 
Interest
            expense for the six months ended
            June 30, 2004 increased to $620,564 from $6,187 for the prior year period.
            Of
            this amount $426,513 was attributable to amortization of debt discounts
            associated with the Laurus credit facility and the balance was attributable
            to
            the interest charges associated the theLaurus credit facility.
 Change
            In Fair Value of Derivative.  Derivative liabilities in connection with the
            Laurus credit facility and common stock warrants resulted in income of
            $3,041,208 for the six months ended June 30, 2004.
  Net
            Loss. The net loss for the six months ended June 30, 2004,was $587,106
            or 
$0.03  per  share  basic  and diluted, compared to net loss
            of $159,404, or $0.01  per  share  basic  and 
diluted,  for  the  previous  year 
period.
 **LIQUIDITY
        AND CAPITAL RESOURCES**
  Changes
          in cash flow.  Net cash used in operating activities for the
          six months ended June 30, 2004, was $4,716,546, compared to $142,356 for
          the
          prior year period.  This was an increase of $4,574,190 over the prior year
          period.  The primary components of net cash used in operating activities
          for fiscal 2004 were a net loss of $587,106 increases in accounts receivable
          resulting from increased sales when compared to the prior fiscal period
          and
          increased purchases of inventory associated with the increase in sales.
          The
          Company utilized a portion of the cash received from its sales of common
          stock
          to reduce its accounts payable.  The cash used in operating activities also
          included non-cash charges totaling $1,482,483.  Cash used in investing
          activities increased from $8,373 for the prior year fiscal period to $1,332,261
          for the current fiscal period.  The Company utilized a portion of the cash
          received from its sales of common stock to purchase a certificate of deposit
          in
          the amount of $500,000 and to place $500,000 in a restrictive account.  The
          Company purchased computer hardware, office equipment and furniture during
          the
          current period for its new office and employees.  The Company does not
          believe it will incur significant purchased in the future.  Cash provided
          by financing activities increased from $252,879 for the prior year fiscal
          period
          to $6,778,735 for the current fiscal period.  This increase was
          attributable to sales of common stock of $4,586,103, net proceeds from
          the
          Laurus financing agreement of $2,335,741, and the exercise of stock options
          of
          $345,594.  This was partially offset by the repayment of notes due to
          Messrs.  Allen and Casey of $215,703 and payment of $273,000 in finders
          fees associated with the Laurus financing agreement.
  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, lines of credit and the Laurus
        financing agreement.  During January and February 2004, the Company sold
        shares of common stock in two private placements for aggregate net proceeds
        of
        $4,584,591.  During the six months ended June 30, 2004, the Company
        received $345,594 through the exercise of stock 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 from Textron Financial Corporation to fund purchases
        of
        network and storage solutions product for delivery to customers.  This line
        of credit was secured by all of its assets.  In February 2004, the Company
        retired this line of credit, and entered into a new $500,000 credit facility
        secured by $500,000 letter of credit to Textron and entered into a new credit
        facility with Laurus Master Fund discussed below.
  Liquidity. 
As
 of 
June
        30, 2004, 
the  Company  had  cash  balances in non-restricted 
accounts  of  $1,790,443  and  positive  working 
capital  of $5,585,880. In January 2004, the Company completed a private
        offering and raised gross proceeds of $2,533,850. In February 2004, the Company
        completed a private offering and raised gross proceeds of $2,460,000. Both
        of
        these agreements include warrants, which, if exercised, would raise an
        additional $8,029,621.
  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 and a revolving credit
        facility totaling $3,000,000 based on eligible accounts receivable. At June
        30,
        2004, the Company had drawn down $2,000,000 under the term note and $555,241
        under the revolver.
  The
        Company believes it has sufficient capital to implement its business
        plan and to seek out acquisitions in order to more quickly grow its business.
        The  Company  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  its estimates or if revenues  decline,  the  Company may
        need to obtain additional financing to fund its  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 any further
        financing.
  As
        part of the above financings, the Company agreed to file a
        registration statement with the SEC in order to register the resale of any
        shares 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. Laurus is limited to owning or beneficially
        owning a maximum of 4.99% of the Company’s outstanding shares of common stock.
  21
  **OFF-BALANCE SHEET
        ARRANGEMENTS**
  The Company
        does not have any off-balance sheet arrangements.
  **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.
 
 Item
        3. Controls and Procedures
  In accordance with the Securities Exchange Act of 1934 (“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 June 30, 2004, 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.
  As
          explained in Note 2 to the financial statements included herein, in
          order to correct the financial statements so that they comply with U.S.
          generally accepted accounting principles, we have restated our unaudited
          consolidated financial statements as of and for the three and six months
          ended
          June 30, 2004, to reflect a reclassification from equity to liabilities
          of the
          warrants and compounded embedded derivatives that we issued in February
          2004,
          and to reflect the related change in fair value of the derivatives, as
          described
          further in notes 2., 6., and 7. to the financial statements. 
Notwithstanding this restatement, the Company's management continues to
          believe
          that its disclosure controls and procedures were effective at a reasonable
          assurance level as of June 30, 2004.   The Company believes the
          restatements are a one-time occurrence and are due to the high complexity
          of the
          financing transactions and related judgmental accounting issues.  The
          Company does not anticipate entering into any additional complex financing
          transactions involving embedded derivatives in the future and has hired
          a Chief
          Financial Officer.
  **PART
        II OTHER INFORMATION**
  Item
        1. Legal
        Proceedings
  From time to time, the Company may become involved in litigation arising
        in the
        ordinary course of its business.  The Company is presently not 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 20% of the Company’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.  The Company 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, the Company 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, its former  CEO,  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 June 30, 2004, the Company has not requested a
        specific damage amount.  Discovery in this case is at the beginning
        stages.  Ipath, a direct competitor of the Company and the current employer
        of defendant Ludwig, was added as an additional defendant.  The Company has
        claimed against Ipath for its complicity with Ludwig in the latter's breach
        of
        fiduciary duty.





22


Item
        2. Changes
        in Securities and Use of Proceeds.
  RECENT
        SALES OF UNREGISTERED SECURITIES
  All
        of the following transactions were completed pursuant to Section 4(2)
        of the Securities Act.  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 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.
  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 offer for sale
        in
        connection with any distribution thereof and appropriate legends were affixed
        to
        the share certificates and other instruments issued in such
        transactions.
  In
        April and May 2004, the Company issued a total of 7,500 shares of its common
        stock to an individual for consulting services.  The individual was a
        sophisticated person.
  Item
        3. 
Defaults Upon Senior Securities - None
  Item
        4. 
Submission of Matters to a Vote of Security Holders - None
  Item
        5.  Other
        Information - None
  23
   Item
        6. 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)
 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
        Technologies, Inc.  and Laurus Master  Fund,  LLC
        (incorporated  by reference to Exhibit 10.19 to Registrant's Form
        8-K,  dated  February  26,  2004)
 10.19                              
        Secured Convertible Minimum Borrowing Note Agreement dated as of February
        23,
        2004 by and between eLinear, Inc., NetView Technologies, Inc.  and 
NewBridge Technologies, Inc. and Laurus Master  Fund,  LLC
        (incorporated by reference to Exhibit 10.20 to Registrant's  Form 
8-K,  dated  February  26,  2004)
 10.20                              
        Minimum Borrowing Note Registration Rights Agreement dated as of February
        23,
        2004 by and between eLinear, Inc. and Laurus Master Fund, LLC 
(incorporated  by  reference  to  Exhibit  10.21 
to Registrant's  Form  8-K,  dated  February  26, 
2004)
 10.21                              
        Funds Escrow Agreement dated as of February 23, 2004 by and between eLinear,
        Inc., NetView Technologies, Inc. and NewBridge Technologies, Inc.  and
        Laurus Master Fund, LLC (incorporated by  reference to  Exhibit 
10.22  to  Registrant's  Form  8-K, dated
   February  26,  2004)
 14.1                                
        Code of Ethics (incorporated by reference to Exhibit 14.1 to  Registrant’s
        Annual Report on Form 10-KSB, dated February 13, 2004)
 21.1                                
        Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to
        Registrant’s Form 10-QSB filed with the Commission on December 19,
        2003)
 31.1                                
        Certification of Michael Lewis
 31.2
                                       
Certification of Phillip Michael Hardy
 32.1                                
        Certification for Sarbanes-Oxley Act of Michael Lewis
 32.2
                                       
Certification for Sarbanes-Oxley Act of Phillip Michael Hardy







(b) 
      Reports on Form 8-K.




Registrant
      filed a report on form 8-K on February 26, 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.









24






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




**eLINEAR,
              INC.**Date: April
              3, 2006
            By:
            /s/ Michael
              LewisMichael LewisChief
              Executive Officer




**eLINEAR,
              INC.**Date: April
              3, 2006
            By:
            /s/ Phillip
              Michael HardyPhillip Michael HardyPrincipal
              Financial and Accounting Officer






25