**Exhibit            31.2**

*Certification*I, JoAnn Agee,            certify that:

1.                               I have reviewed this Form 10-QSB/A of eLinear, Inc.;

2.                               Based on my knowledge, this report does not contain any untrue statement            of a            material fact or omit to state a material fact necessary to make the            statements            made, in light of the circumstances under which such statements were            made, not            misleading with respect to the period covered by this report;

3.                               Based on my knowledge, the financial statements, and other financial            information            included in this report, fairly present in all material respects the            financial            condition, results of operations and cash flows of the small business            issuer as            of, and for, the periods presented in this report;

4.                               The small business issuer's other certifying officer(s) and I are responsible            for establishing and maintaining disclosure controls and procedures (as            defined            in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over            financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))            for the small business issuer and have:

    a.                               Designed such disclosure controls and procedures, or caused such disclosure            controls and procedures to be designed under our supervision, to ensure            that            material information relating to the small business issuer, including            its            consolidated subsidiaries, is made known to us by others within those            entities,            particularly during the period in which this report is being prepared;

    b.                               Designed such internal control over financial reporting, or caused such            internal            control over financial reporting to be designed under our supervision,            to            provide reasonable assurance regarding the reliability of financial reporting            and the preparation of financial statements for external purposes in            accordance            with generally accepted accounting principles; and

    c.                               Evaluated the effectiveness of the small business issuer's disclosure            controls            and procedures and presented in this report our conclusions about the            effectiveness of the disclosure controls and procedures, as of the end            of the            period covered by this report based on such evaluation.

5.                               The small business issuer's other certifying officer(s) and I have disclosed,            based on our most recent evaluation of internal control over financial            reporting, to the small business issuer's auditors and the audit committee            of            the small business issuer's board of directors (or persons performing            the            equivalent functions):

    a.                               All significant deficiencies and material weaknesses in the design or            operation            of internal control over financial reporting which are reasonably likely            to            adversely affect the small business issuer's ability to record, process,            summarize and report financial information; and

    b.                               Any fraud, whether or not material, that involves management or other            employees            who have a significant role in the small business issuer's internal control            over            financial reporting.

Date: June 20, 2005

 

/s/  JoAnn            Agee________________________JoAnn Agee, Principal Accounting            Officer