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, 2003

[ ]  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         (IRS Employer
organization)                                            Identification No.)

                7240 Brittmoore, Suite 118, Houston, Texas 77041
--------------------------------------------------------------------------------
                    (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 12, 2003, there were outstanding 15,220,010 shares of common
stock,  $.02  par  value  per  share.

     Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
     -------------------------------------------------------------------------


<PAGE>
                                  ELINEAR, INC.
                             INDEX TO FORM 10-QSB/A
                                  JUNE 30, 2003

                                                                        Page No.
                                                                        --------

PART I FINANCIAL INFORMATION


     Item 1.   Financial Statements

               Consolidated Balance Sheets                                  3
                 June 30, 2003 (unaudited)

               Consolidated Statements of Operations (unaudited)            4
                 Three Months and Six Months Ended June 30, 2003 and 2002

               Consolidated Statements of Cash Flows (unaudited)            5
                 Six Months Ended June 30, 2003 and 2002

               Notes to Unaudited Consolidated Financial Statements         6

     Item 2.   Management's Discussion and Analysis of Results of           12
                 Operations and Financial Condition

     Item 3.   Controls and Procedures                                      14

PART II OTHER INFORMATION

     Item 1.   Legal Proceedings                                            15

     Item 2.   Changes in Securities and Use of Proceeds                    15

     Item 3.   Defaults Upon Senior Securities                              16

     Item 4.   Submission of Matters to a Vote of Security Holders          16

     Item 5.   Other Information                                            16

     Item 6.   Exhibits and Reports on Form 8-K                             16


                                        2
<PAGE>
<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                                  ELINEAR, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET



                                                                      June 30,
                                                                        2003
                                                                    (Unaudited)
                                                                    ------------
                               ASSETS                                 RESTATED
<S>                                                                 <C>

Current assets:
    Cash                                                            $   223,044
    Accounts receivable, net of allowance of $59,200                  1,569,034
    Note receivable, NewBridge                                           51,500
    Inventory                                                            66,195
    Other current assets                                                 39,678
                                                                    ------------
        Total current assets                                          1,949,451
                                                                    ------------
Property and equipment                                                   87,177
Less accumulated depreciation                                           (47,655)
                                                                    ------------
        Net property and equipment                                       39,522
                                                                    ------------
Other assets:
    Goodwill                                                            429,843
    Other                                                                13,429
                                                                    ------------
        Total other assets                                              443,272
                                                                    ------------
Total assets                                                        $ 2,432,245
                                                                    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable, trade                                         $ 1,427,699
    Accrued liabilities                                                  77,857
    Accrued liabilities due to officers                                  21,775
    Note payable, stockholders                                          369,479
    Deferred revenue                                                      5,000
                                                                    ------------
        Total current liabilities                                     1,901,810

Shareholders' equity:
    Preferred stock, $.02 par value, 10,000,000 shares authorized,
      none issued                                                            --
    Common stock, $.02 par value, 100,000,000 shares authorized,
      14,340,010 shares issued and outstanding                          286,801
    Additional paid-in capital                                          776,596
    Accumulated deficit                                                (532,962)
                                                                    ------------
         Total shareholders' equity                                     530,435
                                                                    ------------
Total liabilities and shareholders' equity                          $ 2,432,245
                                                                    ============
<FN>

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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                             ELINEAR, INC.
                                           AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (UNAUDITED)


                                                For the Three Months Ended    For the Six Months Ended
                                                         June 30,                    June 30,
                                                ------------------------------------------------------
                                                    2003          2002          2003          2002
                                                ------------------------------------------------------
                                                         RESTATED                    RESTATED
<S>                                             <C>           <C>           <C>           <C>

Revenue                                         $ 3,464,114   $ 1,532,959   $ 6,615,256   $ 2,245,124
Cost of sales                                     2,874,382     1,308,715     5,437,785     1,941,086
                                                ------------------------------------------------------
        Gross profit                                589,732       224,244     1,177,471       304,038
                                                ------------------------------------------------------

Operating expenses:
    Selling, general and administrative
      expenses:
       Payroll and related expenses                 426,743        83,122       674,969       109,403
       Office administration                         71,284        28,461       134,532        52,329
       Professional services                        280,561        47,040       448,386        64,535
       Other                                         48,164        15,229        64,261        30,723
                                                ------------------------------------------------------
    Total selling, general and administrative       826,752       173,852     1,322,148       256,990
    Depreciation                                      5,146         1,467         8,540         2,934
                                                ------------------------------------------------------
        Total operating expenses                    831,898       175,319     1,330,688       259,924
                                                ------------------------------------------------------

Income (loss) from operations                      (242,166)       48,925      (153,217)       44,114

Other income (expense):
    Interest, net                                    (5,419)       (3,576)       (6,187)       (5,412)
    Other                                             3,626             5            --           102
                                                ------------------------------------------------------
        Total other                                  (1,793)       (3,571)       (6,187)       (5,310)
                                                ------------------------------------------------------
Net income (loss)                               $  (243,959)  $    45,354   $  (159,404)  $    38,804
                                                ======================================================

Net income (loss) per share:
    Basic and diluted                                ($0.02)  $      0.00        ($0.01)  $      0.00
                                                ======================================================

Weighted average number of common shares
  outstanding:
    Basic and diluted                            14,030,260    12,961,979    13,499,240    12,961,979
                                                ======================================================
<FN>



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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                  eLINEAR, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (UNAUDITED


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

Cash flows used in operating activities:
    Net income (loss)                                    $(159,404)  $  38,804
    Adjustments to reconcile net income (loss) to cash
      used by operating activities:
        Depreciation                                         8,540      23,520
        Common stock and options issued for
           compensation                                    200,150          --
        Changes in assets and liabilities:
            Accounts receivable                            163,209    (662,759)
            Inventory                                      (49,248)      3,362
            Other current assets                           (17,956)     11,182
            Accounts payable                              (128,200)    467,985
            Accrued liabilities                            (22,172)      5,053
            Accrued liabilities due to officers            (85,775)         --
                                                         ----------------------
Net cash used in operating activities                      (90,856)   (112,853)
                                                         ----------------------
Cash flows from investing activities:
     Note receivable, NewBridge                            (51,500)         --
    Purchase of property and equipment                      (5,124)    (20,886)
    Deposits                                                (3,249)     (1,404)
                                                         ----------------------
Net cash used in investing activities                      (59,873)    (22,290)
                                                         ----------------------
Cash flows from financing activities:
    Exercise of stock options                              123,300          --
    Proceeds from notes payable due to officers            159,538      94,600
    Repayment of notes payable due to officers             (29,959)         --
                                                         ----------------------
Net cash provided by financing activities                  252,879      94,600
                                                         ----------------------

Net increase (decrease) in cash                            102,150     (40,543)
Cash and cash equivalents, beginning of period             120,894      69,764
                                                         ----------------------
Cash and cash equivalents, end of period                 $ 223,044   $  29,221
                                                         ======================

Non-cash transactions:
    Issuance of common stock for NetView acquisition     $ 480,727   $      --
                                                         ======================
    Issuance of options for forgiveness of debt          $  13,188   $      --
                                                         ======================
<FN>


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


                                        5
<PAGE>
                                  ELINEAR, INC.
                                AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


Note  1.   Basis  of  Presentation

     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, 2003, and the results of operations and cash flows for the three and
six-month  periods  ended  June  30,  2003  and  2002.

     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 of Netview
Technologies,  Inc.  included  in the Company's Annual Report on Form 10-KSB for
the  year  ended  December  31,  2002,  previously filed with the Securities and
Exchange  Commission.


Note  2.     Reverse  Acquisition

     On  April  15, 2003, eLinear, Inc., a public corporation, issued 12,961,979
shares  of  common  stock  for  100%  of the outstanding common stock of NetView
Technologies,  Inc.  ("NetView").  After  the merger the stockholders of NetView
owned approximately 90% of the combined entity. For financial reporting purposes
this transaction was treated as an acquisition of eLinear and a recapitalization
of NetView using the purchase method of accounting. For accounting purposes, the
shares  issued to eLinear's stockholders were accounted for as the consideration
paid  by  NetView  for the acquisition of eLinear and was valued using the stock
price  on  the  date  issued.  The  purchase  allocation resulted in goodwill of
$429,843.  NetView's  historical  financial  statements replace eLinear's in the
accompanying  financial  statements.

     The  following  are  condensed  statements  of income for the three and six
month  periods  ended  June  30,  2003  compared  to  the  pro  forma results of
operations  for NetView and eLinear, Inc, as though the acquisition had occurred
on  January  1,  2002.  Other  historical  financial  statements  of eLinear are
included in the March 31, 2003 Form 10-QSB/A (Second Amendment) and the December
31,  2002  Form  10-KSB.

<TABLE>
<CAPTION>
                                      Three Months Ended         Six Months Ended
                                           June 30,                  June 30,
                                           --------                  -------
                                       2003         2002         2003         2002
                                    -----------  -----------  -----------  -----------
<S>                                 <C>          <C>          <C>          <C>

Revenues                            $3,464,114   $1,802,564   $6,833,711   $2,706,842

Net Loss                            $ (243,959)  $  (45,989)  $ (134,776)  $ (351,589)

Loss per share - basic and diluted  $     (.02)  $     (.00)  $     (.01)  $     (.03)
</TABLE>


Income  Taxes
-------------
     Upon  the  completion  of  the  merger with eLinear, NetView terminated its
S-Corporation  status  for  income tax purposes. NetView will now compute income
taxes  using  the  asset  and  liability  method.  Under the asset and liability
method,  deferred  income tax assets and liabilities are determined based on the
differences  between  the  financial  reporting  and  tax  basis  of  assets and
liabilities  and  are  measured  using the current enacted tax rates


                                        6
<PAGE>
and  laws.  A  valuation  allowance  is  provided for the amount of deferred tax
assets  that,  based  on  available  evidence,  are not expected to be realized.


Stock  Options  and  Warrants
-----------------------------

     eLinear  accounts  for  its stock-based compensation plans under Accounting
Principles  Board  ("APB")  Opinion  No.  25,  Accounting  for  Stock  Issued to
Employees.  Statement  of  Financial  Accounting  Standard  ("FAS")  No.  148,
Accounting  for  Stock-Based  Compensation-Transition  and Disclosure, issued in
December 2002 requires pro forma net loss and pro forma net loss per share to be
disclosed  in  interim  financial  statements.

     On  April  16,  2003,  the Board of Directors adopted the 2003 Stock Option
Plan  (the  "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.  In order to remain fully
effective,  the  Plan  must  be  approved by the shareholders prior to April 16,
2004.  None  of the options granted pursuant to the Plan may be exercised unless
and  until  the  shareholders  approve the Plan.  On April 16, 2003, the Company
issued  incentive  stock  options  to  purchase  100,000 shares of common stock,
exercisable  at  $0.50  per  share  that are immediately exercisable to Kevan M.
Casey  and  issued  incentive stock options to purchase 100,000 shares of common
stock,  exercisable at $0.50 per share that are immediately exercisable to Tommy
Allen.  Also on April 16, 2003, the Company issued nonqualified stock options to
Carl  A.  Chase to purchase 250,000 shares of common stock, exercisable at $0.50
per  share, of which 83,335 vested immediately with the remaining vesting over a
three-year  period.  All  of these issuances were under the Company's 2003 Stock
Option  Plan.  The  2003  Stock  Option Plan was approved by the shareholders on
August  17,  2003.

     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.


<TABLE>
<CAPTION>
                                           Three Months Ended    Six Months Ended
                                                 June 30,             June 30,
                                           -------------------  -------------------
                                              2003      2002       2003      2002
-----------------------------------------------------------------------------------
<S>                                        <C>         <C>      <C>         <C>

Net loss, as reported                      $(243,959)  $43,354  $(159,404)  $38,804
Deduct: Total stock-based employee
compensation expense determined under the
fair value based method for all awards       (46,000)       --    (46,000)       --
                                           ----------  -------  ----------  -------
Pro forma net loss                         $(289,959)  $43,354  $(205,404)  $38,804
                                           ==========  =======  ==========  =======

Loss per share:
Basic and diluted - as reported            $   (0.02)  $  0.00  $   (0.01)  $  0.00
Basic and diluted - pro forma              $   (0.02)  $  0.00  $   (0.02)  $  0.00
</TABLE>

     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  206%,  risk-free
interest  rate  of  3.5%,  and  expected  life  of  six  months.


Note 4.   Credit  Facilities

     From  time  to  time,  NetView  purchases  goods  distributed  by  various
manufacturers  for  resale  to  customers.  To  facilitate the purchase of these
goods, NetView has entered into supply purchase agreements with certain vendors.
These  agreements  generally  provide  for  a dollar threshold for purchases and
repayment  terms.  Certain  of  the agreements are collateralized by essentially
all  of  the  assets  of  NetView  and  are  personally guaranteed by two of the
officers  of  the  Company and their wives.  The amount available to the Company
pursuant to these agreements approximate $1,500,000 and the amounts due to these
vendors  at  June  30,  2003  approximated  $1,200,000.  These  agreements  are
subordinate  to  the  Textron  agreement  discussed  below.


                                        7
<PAGE>
     During  the  year ended December 31, 2002, NetView entered into a Financing
Agreement  with  Deutsche  Financial  Services  ("DFS") whereby DFS would extend
credit  to  NetView to purchase inventory available for resale to its customers.
NetView  pays  a finance charge equal to the principal amount financed times the
applicable  rates for each transaction.  This agreement is personally guaranteed
by  two  of  the  officers  of the Company.  As of June 30, 2003, NetView has no
borrowings  under  this  agreement  and does not anticipate borrowing under this
agreement  as  a  result  of  the  Textron  agreement  discussed below.  NetView
incurred  minimal  finance charges pursuant to this agreement for the year ended
December  31,  2002  and no finance charges during the six months ended June 30,
2003.

     On  March 25, 2003, NetView entered into a financing agreement with Textron
Financial ("Textron") whereby Textron will finance up to $1 million of inventory
purchases.  The  agreement  calls  for  interest at prime rate, as quoted in the
Wall Street Journal, plus six percent (6%) and is secured by essentially all the
assets  of  the  Company  and  the personal guarantees of two officers and their
wives.  The agreement requires the Company to maintain certain financial ratios.
The  Company  was  in  compliance  with  these  covenants  as  of June 30, 2003.


Note 5.   Common  Stock  and  Warrants

     Common  Stock  Issuances

     In  April  2003, the Company issued 300,000 restricted shares of its common
stock  to  an  employee  pursuant  to  an  employment  agreement  and  recorded
compensation  expense  in  the  amount  of  $135,000.


     Common  Stock  Warrants

     Effective April 15, 2003, certain warrant holders agreed to terminate their
warrant  agreements  and  were  issued 134,750 shares of restricted common stock
valued  at $0.40 per share and compensation expense in the amount of $53,900 was
recorded.  In  exchange  for  the  issuance of these shares, the warrant holders
agreed  to  forgo  their  rights  to  register  these  shares.




                                        8
<PAGE>
Note 6.   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, 2003, the Company's two business
units  have  separate  management teams and infrastructures that offer different
products  and services. At June 30, 2002, eLinear only had one business segment,
NetView.

     eLinear,  Inc. is a technology consulting services firm providing strategic
consulting  solutions,  creative  web  site  design, web site content management
software,  and  technical  project  management  and  development  services  to
companies  seeking to increase productivity or reduce costs through investing in
technology.

     NetView  is  an  advanced  information  technology  solutions  company that
provides  its  customers  with  network and storage solutions infrastructure and
related  services.

<TABLE>
<CAPTION>
                    FOR THE THREE MONTHS ENDED JUNE 30, 2003
Dollars ($)             eLinear    NetView    Elimination   Consolidated
                       --------------------------------------------------
<S>                    <C>        <C>         <C>           <C>
Revenue                 297,941   3,166,173            --      3,464,114
Segment loss           (196,396)    (47,563)           --       (243,959)
Total assets            277,390   2,218,355       (63,500)     2,432,245
Capital expenditures         --       5,916            --          5,916
Depreciation              1,259       3,887            --          5,146



                    FOR THE SIX MONTHS ENDED JUNE 30, 2003
Dollars ($)             eLinear    NetView    Elimination   Consolidated
                       --------------------------------------------------
Revenue                 297,941   6,317,315            --      6,615,256
Segment profit (loss)  (196,396)     36,992            --       (159,404)
Total assets            277,390   2,218,355       (63,500)     2,432,245
Capital expenditures         --       5,916            --          5,916
Depreciation              1,259       7,281            --          8,540
</TABLE>


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


                                        9
<PAGE>
Note 7.   Restatements  of  Previously  Reported  Financial  Statements

     The Company originally filed the financial statements and accounted for the
acquisition  of  NetView  (see Note 1) as a pooling of interest, which presented
the financial information on a consolidated basis for both periods presented. In
accordance  with generally accepted accounting principles, the statements should
have  been  presented  as  a  reverse  acquisition  using the purchase method of
accounting.  The  shares  effectively issued to the eLinear stockholders was the
consideration  paid  by  Netview,  the accounting acquirer, and should have been
valued  on  the  date  of  the transaction which would have resulted in goodwill
being  recorded.  The  balance  sheet  was  restated to record the goodwill. The
income statement restatements include revising the year-to-date numbers for 2003
to  reflect six months of NetView activity and eLinear activity from the date of
acquisition  through  June  30, 2003, and restating the year-to-date numbers for
2002  reflect  only  NetView's  activity.  A  summary  of  the restatement is as
follows:

<TABLE>
<CAPTION>
                                           BALANCE SHEET
                                        AS OF JUNE 30, 2003

                                              Previously Stated   Increase (Decrease)    Restated
                                             -------------------  --------------------  -----------
<S>                                          <C>                  <C>                   <C>
ASSETS
  Cash                                       $          223,044                    --   $  223,044
  Accounts receivable                                 1,569,034                    --    1,569,034
  Note receivable                                        51,500                    --       51,500
  Inventory                                              66,195                    --       66,195
  Unbilled services                                      13,055                    --       13,055
  Other current assets                                   26,623                    --       26,623
  Property and equipment (net)                           39,522                    --       39,522
  Goodwill                                                   --               429,843      429,843
  Other assets                                           13,429                    --       13,429
                                             ------------------------------------------------------
Total assets                                 $        2,002,402   $           429,843   $2,432,245
                                             ======================================================

LIABILITIES AND SHAREHOLDERS, EQUITY
  Accounts payable                           $        1,427,699                    --   $1,427,699
  Accrued liabilities                                    77,857                    --       77,857
  Accrued liabilities due to officers                    21,775                    --       21,775
  Deferred revenue                                        5,000                    --        5,000
  Long-term debt due to officers                        369,479                    --      369,479
  Common stock                                          286,801                    --      286,801
  Additional paid-in capital                            330,443               446,153      776,596
  Accumulated deficit                                  (516,652)              (16,310)    (532,962)
                                             ------------------------------------------------------
Total liabilities and shareholders' equity   $        2,002,402   $           429,843   $2,432,245
                                             ======================================================

                                     STATEMENTS OF OPERATIONS
                               FOR THE SIX MONTHS ENDED JUNE 30, 2003

                                             Previously Stated    Increase (Decrease)   Restated
                                             -------------------  --------------------  -----------
Revenue                                      $        6,833,711   $          (218,455)  $6,615 256
Cost of sales                                         5,574,756              (136,971)   5,437,785
Selling, general and administrative                   1,376,916               (54,767)   1,322,148
Depreciation                                             10,628                (2,088)       8,540
Interest expense and other, net                           6,187                    --        6,187
                                             ------------------------------------------------------
Net loss                                     $         (134,776)  $           (24,628)  $ (159,404)
                                             ======================================================


                                       10
<PAGE>
                                     STATEMENTS OF OPERATIONS
                             FOR THE THREE MONTHS ENDED JUNE 30, 2003

No Change.

                                     STATEMENTS OF OPERATIONS
                              FOR THE SIX MONTHS ENDED JUNE 30, 2002

                                             Previously Stated    Increase (Decrease)   Restated
                                             -------------------  --------------------  -----------
Revenue                                      $        2,706,842   $          (461,718)  $2,245 124
Cost of sales                                         2,367,069              (425,983)   1,941,086
Selling, general and administrative                     644,211              (387,221)     256,990
Depreciation                                             15,033               (12,099)       2,934
Interest expense and other, net                          32,118               (26,808)       5,310
                                             ------------------------------------------------------
Net income (loss)                            $         (351,589)  $           390,393   $   38,804
                                             ======================================================

                                     STATEMENTS OF OPERATIONS
                             FOR THE THREE MONTHS ENDED JUNE 30, 2002

                                             Previously Stated    Increase (Decrease)   Restated
                                             -------------------  --------------------  -----------
Revenue                                      $        1,802,564   $          (269,605)  $1,532,959
Cost of sales                                         1,498,456              (189,741)   1,308,715
Selling, general and administrative                     319,140              (145,288)     173,852
Depreciation                                             10,636                (9,169)       1,467
Interest expense and other, net                          20,321               (16,750)       3,571
                                             ------------------------------------------------------
Net income (loss)                            $          (45,989)  $            91,343   $   45,354
                                             ======================================================
</TABLE>

Note 7.   Subsequent  Events.

     Effective  July  31,  2003,  the  Company  acquired  all  of the issued and
outstanding  stock  of  NewBridge  Technologies,  Inc. ("NewBridge" and formerly
MMGD,  Inc.),  a  Texas  corporation.  NewBridge is a digital provider of voice,
data,  video  and  security services to residential and commercial developments.
The  Company  issued  850,000  shares of its restricted common stock and 300,000
incentive  stock  options  to  purchase  the  Company's common stock at exercise
prices  ranging  from $0.75 to $1.20 per share that are immediately exercisable.


                                       11
<PAGE>
Item  2.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL  CONDITION

FORWARD-LOOKING  STATEMENTS

     The  following discussion and analysis of the Company's financial condition
as of June 30, 2003, and the Company's results of operations for the three-month
and  six-month  periods  ended  June  30,  2003  and  2002,  should  be  read in
conjunction  with  the Company's Annual Report on Form 10-KSB for the year ended
December  31,  2002,  filed with the Securities and Exchange Commission on April
15,  2003.

RESTATEMENT  OF  FINANCIAL  STATEMENTS

     As  discussed  in  Note  6  to  the  unaudited interim financial statements
included  herein,  the  Company  is  making  the  following  restatements to its
financial  statements:

     1.   The balance sheet for June 30, 2003 has been revised to properly
          record goodwill realized from the accounting acquisition by NetView of
          eLinear,
     2.   The December 31, 2002 eLinear balance sheet has been eliminated,
     3.   The 2002 income statement numbers have been revised to present the
          financial results of NetView as a single entity, and
     4.   The 2003 income statement numbers have been revised to reflect both
          quarters of NetView activity and only the second quarter of eLinear
          activity.

OVERVIEW

     eLinear,  Inc.  (the  "Company"  or  "eLinear")  is a technology consulting
services  firm  providing  strategic  consulting  solutions,  creative  web site
design,  web  site content management software, and technical project management
and development services to companies seeking to increase productivity or reduce
costs  through  investing  in  technology.  The  Company's current customers are
based  in  the  United States.  The Company has operated a technology consulting
business  since  December  of  1999.  The  Company's  Internet  address  is
http://www.elinear.com.  Information  contained on the Company's web site is not
----------------------
a  part of this report.  The Company's stock is traded on the OTC Bulletin Board
under  the  symbol  "ELIN."

     Effective  April  15, 2003, eLinear completed the acquisition of all of the
issued  and  outstanding  shares  of  NetView  Technologies,  Inc.  ("NetView").
Pursuant to the transaction, eLinear issued an aggregate of 12,961,979 shares to
the  five  shareholders  of  NetView.  The  merger  was  completed  by  NetView
Acquisition  Corporation, a wholly owned subsidiary of eLinear, merging with and
into  NetView,  with  NetView  as  the surviving corporation.  The merger became
effective  at  the  time  of  filing of the certificate of merger with the Texas
Secretary of State, which occurred on April 15, 2003 (the "Effective Date").  As
of  the  Effective Date, NetView became a wholly owned subsidiary of eLinear and
NetView Acquisition Corporation ceased its existence.  As of April 16, 2003, (a)
Tommy  Allen and Carl A. Chase joined the Board of Directors of eLinear, and (b)
the  officers  of  eLinear  were  be as follows: Jon V. Ludwig - chief executive
officer  and secretary; Kevan M. Casey - president and treasurer and Tommy Allen
-  executive vice president of sales and assistant treasurer.  Effective May 26,
2003,  Mr.  Ludwig  resigned  his  position  of  chairman of the board and chief
executive  officer  of the Company.  Subsequent to Mr. Ludwig's resignation, Mr.
Casey  was  elected to the Board of Directors, was elected chairman of the board
and  chief executive officer and Mr. Allen was elected president of the Company.

     NetView  is  a  proven  Information  Technology  solutions provider for the
commercial  and institutional market.  eLinear has a customer base that includes
small,  medium and large corporate and institutional customers in Houston, Texas
and Denver, Colorado.  NetView has a customer base that includes medium to large
companies primarily in Houston.  Management believes there are opportunities for
the  cross-selling  of  Information  Technology  services  to NetView customers.

     It  is  expected  that the merger with NetView will provide the Company the
opportunity to expand its product and service offerings.  The Company's Board of
Directors  approved  the  acquisition  of  NetView through a reverse merger with
NetView,  with  eLinear  as  the  survivor in the merger and NetView as a wholly
owned subsidiary of eLinear.  From an accounting standpoint, the transaction was
accounted  for  as  though  it  was  a recapitalization of NetView and a sale of
shares  by  NetView  in  exchange  for  the net assets of eLinear.  The combined
company  will  be  a  diversified  provider  of  complete Information Technology
solutions.


                                       12
<PAGE>
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     Revenue.  Revenue includes all amounts that are billable to customers.  For
eLinear's  services  contracts,  revenue  is  recognized on a time and materials
basis for a time and materials contract, or on a percent to completion basis for
fixed  fee  contracts.  For the Company's network and storage solutions business
through  its NetView subsidiary, revenue is recognized when products are shipped
to the customer.  Revenue from time and material service contracts is recognized
as  the services are provided.  Revenue from fixed price contracts is recognized
over  the  contract term based on the percentage of services provided during the
period  compared  to the total estimated services to be provided over the entire
contract.  Losses  on  contracts  are  recognized during the period in which the
loss  first becomes probable and reasonably estimable.  Losses recognized during
the  three-month  and  six-month  periods  ended  June  30,  2003  and 2002 were
insignificant.  Revenue recognized in excess of billings is recorded as unbilled
services.  Billings  in  excess  of  revenue recognized are recorded as deferred
revenue  until  the  above  revenue  recognition  criteria  are  met.

     Total  revenue  for the six months ended June 30, 2003 was $6,615,256 which
was  an  increase  of  $4,370,132,  or  195%,  over  the  prior  year  period of
$2,245,124.  Revenue from the consulting services business segment for the three
month  period  of  2003  was  $297,941.  Revenue  generated from the network and
storage  solutions business segment through the Company's NetView subsidiary for
the six months ended June 30, 2003 was $6,317,315 compared to $2,245,124 for the
2002 period.  NetView initially began its operations during the first quarter of
2002.  The  increase  in  revenue  was a result of a full six months of sales by
NetView  during  the  2003  period,  as  well  as  an  increase in the number of
customers and orders that NetView procured during the period.

     Of  the  revenue  generated  for  the  period  ended  June  30, 2003, three
customers  each provided in excess of 10% of the Company's revenue.  The loss of
any  one  of these customers may have a material adverse financial impact on the
Company, should the Company not be able to replace the lost revenue.

     Cost of sales.  Total cost of sales for the six-month period ended June 30,
2003  were $5,437,785, an increase of  $3,496,699 over the 2002 period.  For the
network  and  storage  solutions  business  segment,  cost of sales is comprised
primarily  of  the  costs  associated  with  acquiring hardware to fill customer
orders  and payroll for support personnel.  For the consulting services business
segment,  cost  of  sales consists primarily of full-time personnel and contract
employee  costs associated with projects the Company provides to its clients for
a fee.  The primary component of the increase was the cost of procuring hardware
to fill an expanded number of customer orders.  This amounted to  $5,231,869 for
the  2003  period.  The  Company anticipates that cost of sales will increase as
revenue  increases.

     Gross  profit.  Total  gross  profit  increased  from  $304,038 for the six
months  ended  June  30,  2002,  to $1,177,471 for the six months ended June 30,
2003.  The  increase in gross profit was a result of an increase in revenue from
the  network  and  storage solutions business segments.  Total gross profit as a
percentage of revenue increased from 14% for the 2002 period to 18% for the 2003
period.

     Operating  expenses.  Total  operating  expenses  for  the six-month period
ended  June  30,  2003, were $1,330,688, an increase of $1,070,764 over the 2002
period  of  $259,924.  The Company has added additional personnel in its network
and  storage  solutions  business  segment  to  facilitate the rapid increase in
customer  orders  and  has reduced personnel in its consulting services business
segment,  reflecting  an  increase  in  the  use of subcontractors to execute on
projects  as  opposed to full-time employees.  The Company issued 300,000 shares
of  its  restricted  common  stock  to  an  employee  pursuant  to an employment
agreement  and recorded compensation expense of $135,000.  The net effect was an
increase  in  payroll and related costs of $565,566.  [Add office administration
as  it  increased  $82,000.  Need  detail  of  increases.]

     Professional  services,  which  is  comprised  of  legal,  accounting  and
consulting  fees,  increased  from  $64,535  for  2002  to $448,386 for the 2003
period.  Of  this 2003 amount, $93,500 was invoiced to the Company as consulting
fees from two officers of the Company. The Company does not anticipate incurring
such  fees  from the officers in the future. The Company also incurred increased
legal  and  accounting  fees  associated  with  the merger of NetView and issued
150,000  stock  options  to  a  consultant for services and recorded $123,300 as
compensation  expense. The Company does not anticipate these fees to increase in
the future. Other expenses increased from $30,723 for the six-month period ended
June  30,  2002,  to  $64,261  for the 2003 period. The Company is continuing to
identify  areas  whereby  it  may  reduce  its  overhead  costs  during  2003.

     Net  loss.  The  net  loss  for  the  six  months ended June 30, 2003,  was
$159,404 compared to a net income of $38,804 for the 2002 period.


                                       13
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     Changes  in  cash  flow.  The  Company currently manages the payment of its
current  liabilities  and  other obligations on a monthly basis, as cash becomes
available.  Due  to  its  shortage  of  cash,  the  Company  reserves all of its
liquidity  in  order  to  have  the  capability  to  pay  its  employees  and/or
contractors who are generating revenue for the Company at its clients' sites and
to purchase product for its network and storage solutions business segment.  Net
cash  used  in operating activities for the six-month period ended June 30,2003,
was $90,856 compared to net cash used of $112,853 for the 2002 period.  This was
a  decrease  of  $21,997  over the 2002 period.    The primary components of net
cash  used  in  operating  activities  for  the  2003 period were  a net loss of
$159,404,  increases  in  inventory  and  other  current  assets  of $49,248 and
$17,956,  respectively,  and  decreases in accounts payable, accrued laibilities
and amounts due officers of $128,200, $22,172 and $ 85,775, respectively.  These
uses  of  cash  were  partially  offset by collections of accounts receivable of
$163,209, non-cash charges for compensation expense of $200,150 and depreciation
of  $8,540.

     Cash  used by investing activities increased from $22,290 for the six-month
period of 2002 to $59,873 for the 2003 period and was primarily related to loans
made  by  NetView  to  NewBridge Technologies, Inc. NetView began its operations
during  the first quarter of 2002 and incurred capital expenditures to establish
its  office.

     Capital  Resources.  The Company has funded its operations through the sale
of  common  stock  and  the  exercise of employee stock options.  During the six
months  ended  June  30, 2002, the Company funded its operations by way of loans
from two of its officers totaling $94,600.  During the six months ended June 30,
2003,  the  Company  raised  $123,300  through  the  exercise  of stock options.
During  the six-month period ended June 30, 2003, NetView borrowed $159,538 from
two  of its  officers and repaid $29,959.  The amount due these officers at June
30, 2003, was $369,479.  These notes are due July 1, 2004 and accrue interest at
a  rate  of  7%  per  annum.  These notes are unsecured.  NetView has funded its
purchases  of  network  and  storage solutions products primarily through vendor
provided  financing  arrangements.  On  March  25,  2003,  NetView obtained a $1
million  line  of  credit  to  fund  purchases  of network and storage solutions
product  for  delivery  to  customers.  This  was  secured by essentially all of
NetView's  assets,  as  well  as  by personal guarantees delivered by two of the
Company's  officers  and  their  wives.

     Liquidity.  NetView  has  various  vendor  financing  arrangements with its
suppliers  for  the  purchase  of  network  and  storage  solutions product.  As
previously  discussed, NetView obtained a $1 million line of credit from Textron
to finance purchases of network and storage solutions products.  Under the terms
of  the agreement, NetView has 45 days to pay for product financed by Textron at
no  interest.  After 45 days, NetView must pay interest to Textron at the annual
rate  of  prime  plus  six  percent  (6%.)

     From  time  to time, the Company experiences cash flow shortages due to its
rapid rate of growth, and the lack of capital resources.  Although management of
the Company has been able to manage these shortfalls without interruption to the
business  to  date, there can be no assurances that this will continue to occur.
Accordingly,  the  Company  is seeking additional working capital to satisfy its
daily  operating  requirements.  There  can be no assurances, however, that such
capital will be available on terms that are acceptable to the Company.

     At  June  30, 2003, the Company had available cash of $223,044 and positive
working  capital  of  $47,641.  The  Company is currently attempting to raise $1
million  through  a  private  placement  of  its  common stock.  There can be no
assurance  the  Company  will  be  successful in obtaining this funding.  If the
Company  is  required to raise additional financing it will be required to do so
on  a  best  efforts basis, as it currently has no commitments for such funding.

Item 3.   Controls  and  Procedures

     In accordance with the Exchange Act, the Company carried out an evaluation,
under  the  supervision  and with the participation of management, including its
Chief  Executive  Officer and Principal Accounting Officer, of the effectiveness
of its disclosure controls and procedures as of the end of the period covered by
this  report.  Based  on  that  evaluation,  our  Chief  Executive  Officer  and
Principal  Accounting  Officer  concluded that the Company's disclosure controls
and  procedures  were  effective  as  of  June  30,  2003, to provide reasonable
assurance  that  information  required  to  be disclosed in its reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within  the  time  periods specified in the Securities and Exchange Commission's
rules  and  forms.  There  has been no change in the Company's internal controls
over  financial  reporting  that occurred during the three months ended June 30,
2003,  that  has  materially  affected,  or  is  reasonably likely to materially
affect,  the  Company's  internal  controls  over  financial  reporting.


                                       14
<PAGE>
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.  Kinetiks.com,  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 Plaintiff,
Chris  Sweeney, and Imagenuity and alleged breaches by eLinear and Imagenuity of
fiduciary  obligations that the Plaintiff claims were owed to him.  Plaintiff is
seeking  as  damages  twenty percent (20%) of eLinear's common stock received by
the  sole  shareholder of Imagenuity in connection with the merger of Imagenuity
with  and  into  eLinear's  subsidiary.  After  the  filing  of  the  Complaint,
eLinear's subsidiary, eLinear Corporation, was added as a Defendant.  Management
intends  to vigorously contest the case.  While the Company believes the case to
have  no merit, at this stage it is impossible to predict the amount or range of
potential  loss,  if  any.

     In  December  1999,  eLinear  Corporation  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
determination  of  the  rights of the parties with respect to the termination of
Chris  Sweeney's  employment  agreement  with  Imagenuity.  This  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  as  a  result  of  the fact that 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.

Item 2.   Changes  in  Securities  and  Use  of  Proceeds.

                     RECENT SALES OF UNREGISTERED SECURITIES

     Set  forth  below  is  certain  information  concerning  all  issuances  of
securities  by  the  Company during the fiscal quarter ended June 30, 2003, that
were  not  registered  under  the  Securities  Act.

     On  April  15,  2003,  pursuant  to  the  exemption provided by Rule 506 of
Regulation D of the Securities Act, the Company issued 6,201,371 shares to Nancy
Allen  in  exchange  for  478.4277  shares  of  NetView  Technologies,  Inc.  in
accordance  with  the  merger  agreement  dated  April  15,  2003.

     On  April  15,  2003,  pursuant  to  the  exemption provided by Rule 506 of
Regulation  D  of the Securities Act, the Company issued 129,619 shares to Tommy
Allen in exchange for 10 shares of NetView Technologies, Inc. in accordance with
the  merger  agreement  dated  April  15,  2003.

     On  April  15,  2003,  pursuant  to  the  exemption provided by Rule 506 of
Regulation D of the Securities Act, the Company issued 300,000 shares to William
Blocher  in  exchange  for  23.1446  shares  of  NetView  Technologies,  Inc. in
accordance  with  the  merger  agreement  dated  April  15,  2003.

     On  April  15,  2003,  pursuant  to  the  exemption provided by Rule 506 of
Regulation  D  of  the  Securities  Act,  the Company issued 6,201,370 shares to
Tabitha  Casey  in exchange for 478.4277 shares of NetView Technologies, Inc. in
accordance  with  the  merger  agreement  dated  April  15,  2003.

     On  April  15,  2003,  pursuant  to  the  exemption provided by Rule 506 of
Regulation  D  of the Securities Act, the Company issued 129,619 shares to Kevan
M.  Casey  in exchange for 10 shares of NetView Technologies, Inc. in accordance
with  the  merger  agreement  dated  April  15,  2003.

     On  April  15,  2003,  pursuant  to Section 4(2) of the Securities Act, the
Company issued 25,000 shares for legal services valued at $11,250.


                                       15
<PAGE>
     On  April  15,  2003,  pursuant  to Section 4(2) of the Securities Act, the
Company  issued  134,750  shares  to certain warrant holders in consideration of
termination  of  their  warrant  agreements  valued  at  $53,900.

     The  above  transactions  were completed pursuant to either Section 4(2) of
the  Securities  Act  or  Rule  506 of Regulation D 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.

     With  respect to issuances made pursuant to Rule 506 of Regulation D of the
Securities  Act,  the  Company determined that each purchaser was an "accredited
investor"  as  defined  in  Rule  501(a)  under  the  Securities  Act.

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

Item 3.   Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.   Other Information - None

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  Jon  V.  Ludwig  (incorporated  by
               reference  to  Exhibit 10.1 to Registrant's Annual Report on Form
               10-KSB,  dated  April  15,  2003)
10.2           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)
10.3           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)
10.4           2000  Stock Option Plan (incorporated by reference to Exhibit 4.1
               to Registrant's Definitive Proxy Statement on Schedule 14A, dated
               June  30,  2000)
10.5           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)


                                       16
<PAGE>
10.6           Asset  Purchase  Agreement  dated August 31, 2000, among eLinear,
               Inc.,  eLinear  Corporation,  Innobar,  LLC, Jay Vickers and John
               Kaercher  (incorporated  by reference to Registrant's Form 10-QSB
               filed  with  the  Commission  on  October  24,  2000)
10.7           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)
10.8           Agreement  between  eLinear,  Inc. and Jon Ludwig dated April 15,
               2003  (incorporated  by reference to Exhibit 10.9 to Registrant's
               Annual  Report  on  Form  10-KSB,  dated  April  15,  2003)
10.9           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)
21.1           Subsidiaries  of Registrant (incorporated by reference to Exhibit
               21.1  to  Registrant's  Annual Report on Form 10-KSB, dated April
               15,  2003)
31.1           Certification  of  Kevan  Casey,  Chief  Executive  Officer.
31.2           Certification  of Carole D. Hlozek, Principal Accounting Officer.
32.1           Certification  Pursuant  to  18  U.S.C.  Section 1350, as Adopted
               Pursuant  to  Section  906  of  the Sarbanes-Oxley Act of 2002 by
               Kevan  Casey,  Chief  Executive  Officer
32.2           Certification  Pursuant  to  18  U.S.C.  Section 1350, as Adopted
               Pursuant  to  Section  906  of  the Sarbanes-Oxley Act of 2002 by
               Carole  D.  Hlozek,  Principal  Accounting  Officer

     (b)  Reports  on  Form 8-K. - Registrant filed a report on Form 8-K on June
          13,  2003,  disclosing  events  pursuant  to  Item  9  (Regulation  FD
          Disclosure)  and  Item  12  (Results  of  Operations  and  Financial
          Condition)  of  Form  8-K. As part of Exhibit 99.1 to such report, the
          Company  released  condensed financial statements for the three months
          ended  March  31,  2003



                                       17
<PAGE>
SIGNATURES


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

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


/s/ Kevan M. Casey    Chief Executive Officer       December 19, 2003
--------------------
Kevan M. Casey


/s/ Carole D. Hlozek  Principal Accounting Officer  December 19, 2003
--------------------
Carole D. Hlozek




                                       18
<PAGE>