UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                         FORM 10-QSB/A (FIRST AMENDMENT)

[X]  QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
     SECURITIES  EXCHANGE  ACT  OF  1934
     For  the  quarterly  period  ended  March  31,  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                (IRS Employer Identification No.)
 incorporation or organization)

     2901 West Sam Houston Parkway North, Suite E-300, Houston, Texas 77043
--------------------------------------------------------------------------------
                    (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  May  21,  2004,  there were outstanding 20,549,767 shares of common
stock,  $.02  par  value  per  share.

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


<PAGE>
<TABLE>
<CAPTION>
                                     ELINEAR, INC.
                                 INDEX TO FORM 10-QSB/A
                                     MARCH 31, 2004


                                                                               Page No.
                                                                               --------
PART I   FINANCIAL INFORMATION
<S>      <C>      <C>                                                          <C>

         Item 1.  Financial Statements

                  Consolidated Balance Sheets March 31, 2004 (unaudited) and          3
                   December 31, 2003

                  Consolidated Statements of Operations (unaudited)                   4
                   Three Months Ended March 31, 2004 and 2003

                  Consolidated Statements of Cash Flows (unaudited)                   5
                   Three Months Ended March  31, 2004 and 2003

                  Notes to Unaudited Consolidated Financial Statements                6

         Item 2.  Management's Discussion and Analysis of Results of                 11
                   Operations and Financial Condition

         Item 3.  Controls and Procedures                                            17

PART II  OTHER INFORMATION
                                                                                     18
         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities and Use of Proceeds                          18

         Item 3.  Defaults Upon Senior Securities                                    19

         Item 4.  Submission of Matters to a Vote of Security Holders                19

         Item 5.  Other Information                                                  19

         Item 6.  Exhibits and Reports on Form 8-K                                   20
</TABLE>


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

Item 1.     FINANCIAL STATEMENTS

                                            ELINEAR, INC.
                                     CONSOLIDATED BALANCE SHEETS


                                                                         March 31,     December 31,
                                                                            2004           2003
                                                                        ----------------------------
<S>                                                                     <C>           <C>
                                                                        (Unaudited)     (Restated)
                                ASSETS                                   (Restated)
Current assets:
    Cash                                                                $ 4,533,168   $     554,483
    Certificate of deposit                                                  500,000              --
    Cash in restricted accounts                                             500,000              --
    Accounts receivable, net of allowance of $94,288 at March 31, 2004
      and $69,289 at December 31, 2003, respectively                      2,553,099       1,637,217
    Inventory                                                               308,155         190,555
    Other current assets                                                     62,881          45,708
                                                                        ----------------------------
        Total current assets                                              8,457,303       2,427,963
Property and equipment, net                                                  85,957          43,662
Goodwill                                                                  1,491,102       1,943,022
Deferred financing costs, net                                               259,611              --
Deposits                                                                     28,208          15,049
                                                                        ----------------------------
Total assets                                                            $10,322,181   $   4,429,696
                                                                        ============================

                LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable, trade                                             $   652,571   $   1,101,603
    Payable to officers                                                          --          36,336
    Accrued liabilities                                                     224,683         148,747
    Notes payable, officers                                                      --         215,703
                                                                        ----------------------------
        Total current liabilities                                           877,254       1,502,389
    Long-term debt, net                                                   1,794,924              --
Shareholders' equity:
    Preferred stock, $.02 par value, 10,000,000 shares authorized,
      none issued                                                                --              --
    Common stock, $.02 par value, 100,000,000 shares authorized,
      20,530,167 and 17,020,754 shares issued and outstanding at
      March 31, 2004 and December 31, 2003, respectively                    410,603         340,415
    Additional paid-in capital                                           10,115,789       3,982,631
    Accumulated deficit                                                  (2,876,389)     (1,395,739)
                                                                        ----------------------------
         Total shareholders' equity                                       7,650,003       2,927,307
                                                                        ----------------------------
Total liabilities and shareholders' equity                              $10,322,181   $   4,429,696
                                                                        ============================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                   ELINEAR, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                    (UNAUDITED)


                                                            2004          2003
                                                        --------------------------
                                                                       (Restated)
<S>                                                     <C>           <C>
Revenue:
    Products                                            $ 3,956,625   $ 3,060,618
    Services                                                218,453        90,524
                                                        --------------------------
        Total revenue                                     4,175,078     3,151,142
                                                        --------------------------

Cost of revenue:
    Products                                              3,514,148     2,485,082
    Services                                                200,614        78,321
                                                        --------------------------
        Total cost of revenue                             3,714,762     2,563,403
                                                        --------------------------
Gross profit                                                460,316       587,739
                                                        --------------------------

Operating expenses:
    Payroll and related expenses                            534,998       248,226
    Office administration                                   229,094        63,248
    Professional services                                   300,991       167,825
    Impairment of goodwill                                  451,925            --
    Other                                                   372,161        16,097
    Depreciation                                              8,505         3,394
                                                        --------------------------
     Total operating expenses                             1,897,674       498,790
                                                        --------------------------

Income (loss) from operations                            (1,437,358)       88,949
Interest, net                                               (43,272)       (4,394)
                                                        --------------------------
Net income (loss)                                       $(1,480,630)  $    84,555
                                                        ==========================

Net income (loss) per share:
    Basic and diluted                                        ($0.09)  $      0.01
                                                        ==========================

Weighted average number of common shares outstanding:
    Basic and diluted                                    16,917,987    13,932,238
                                                        ==========================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                       eLINEAR, INC.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                        (UNAUDITED)


                                                                     2004         2003
                                                                 -------------------------
                                                                  (Restated)   (Restated)
<S>                                                              <C>           <C>
Cash flows used in operating activities:
    Net income (loss)                                            $(1,480,650)  $   84,555
    Adjustments to reconcile net income (loss) to cash used in
     operating activities:
        Depreciation                                                   8,505        3,394
        Impairment of goodwill                                       451,920           --
        Amortization of debt discounts                                54,044           --
        Stock  based compensation                                    239,474           --
        Changes in assets and liabilities:
            Certificate of deposit                                  (500,000)          --
            Cash in restricted accounts                             (500,000)          --
            Accounts receivable                                     (915,881)    (114,353)
            Note receivable                                               --      (53,500)
            Inventory                                               (117,600)    (175,771)
            Other current assets                                     (17,173)      (2,943)
            Accounts payable                                        (449,032)      63,449
            Payable to officers                                      (31,336)      91,000
            Accrued liabilities                                       53,820       (4,429)
                                                                 -------------------------
Net cash used in operating activities                             (3,203,909)    (108,598)
                                                                 -------------------------

Cash flows from investing activities:
    Purchase of property and equipment                               (50,800)          --
    Deposits                                                         (13,159)      (1,303)
                                                                 -------------------------
Net cash used in investing activities                                (63,959)      (1,303)
                                                                 -------------------------

Cash flows from financing activities:
    Proceeds from notes payable due to officers                           --       52,038
    Repayment on notes payable due to officers                      (215,703)     (25,050)
    Proceeds from financing agreement                              2,539,515           --
    Proceeds from exercise of stock options                          338,150           --
    Proceeds from sale of common stock                             4,584,591           --
                                                                 -------------------------
Net cash provided by financing activities                          7,246,553       26,988
                                                                 -------------------------

Net increase (decrease) in cash                                    3,978,685      (82,913)
Cash and cash equivalents, beginning of period                       554,483      120,894
                                                                 -------------------------
Cash and cash equivalents, end of period                         $ 4,553,168   $   37,981
                                                                 =========================

Supplemental cash flow information:
    Interest paid                                                $     6,342   $       --
                                                                 =========================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        5
<PAGE>
                                  ELINEAR, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 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  March  31,  2004, and the results of operations and cash flows for the three
months  ended  March  31,  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  condensed  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 (Third Amendment) for
the  year  ended  December  31,  2003,  previously filed with the Securities and
Exchange  Commission.

Stock Options

     At  March  31, 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.  In  order  to remain fully effective, the Plan must be approved by the
shareholders  prior to February 10, 2005.  There were no options issued pursuant
to  the  2004  Plan  as  of  March  31,  2004.

     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.  No stock-based compensation
expense was reflected in the net loss for the three month period ended March 31,
2004 because no options granted under the plans had  an exercise price less than
the market value of the underlying common stock on the date of the grant and did
not  begin  to  vest  until  after  March  31,  2004.


                                        6
<PAGE>
     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.

                                                         Three Months Ended
                                                              March 31,
                                                      ------------------------
                                                          2004         2003
                                                      ------------  ----------

     Net income (loss), as reported                   $(1,480,630)  $   84,555
     Deduct: Total stock-based employee
     compensation expense determined under the fair
     value based method for all awards                         --           --
                                                      ------------  ----------
     Pro forma net income (loss)                      $(1,480,630)  $   84,555
                                                      ============  ==========

     Net income (loss) per share:
         Basic and diluted - as reported                   ($0.09)  $     0.01
                                                      ============  ==========
         Basic and diluted - pro forma                     ($0.09)  $     0.01
                                                      ============  ==========

     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  225%,  risk-free
interest  rate  of  1.5%,  and  expected  life  of  48  months.

Note 2. 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.  Based on
projected estimated future cash flows from the reporting unit purchased in 2003,
management  determined  a  full  impairment  charge  was  required.

Note 3. 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.

Revolver

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


                                        7
<PAGE>
Term  Note

     The  term  note  has  a term of three years.  The Company has the option of
paying  scheduled  interest  and principal, or prepaying all or a portion of the
term note with shares of its common stock at the fixed conversion price of $2.91
per  share,  provided that the closing price of the common stock is greater than
$3.20 per share for the five trading days immediately preceding the payment date
and  that  the shares are registered with the Securities and Exchange Commission
or  with cash at 115% of the outstanding balance.  Laurus also has the option to
convert  all  or  a portion of the term note into shares of the Company's common
stock  at  any time, subject to certain limitations, at a fixed conversion price
of  $2.91  per  share.  The term note is secured by a blanket lien on all of the
Company's  assets.  In  conjunction with the term note, Laurus was paid a fee of
$219,500  and  received a seven-year warrant to purchase up to 290,000 shares of
the Company's common stock at prices ranging from $3.05 to $3.32 per share.  The
warrants,  which  are  exercisable  immediately, were valued at $529,338 using a
modified  Black-Scholes  option  pricing model.  The value of these warrants and
the fees paid to Laurus were recorded as a discount to the term note and will be
amortized  over  the  term  of  the  loan  using  the effective interest method.

     The  term  note is considered to have a beneficial conversion feature since
the  fair  market value of the common stock issuable upon conversion of the term
note exceeded the value allocated to the term note on the date of issuance.  The
difference  between  the market value of the shares issuable upon conversion and
the  value  allocated to the term note of $510,282 is considered to be the value
of  the  beneficial  conversion feature.  The value of the beneficial conversion
feature  has  also  been  recorded  as  a  discount to the term note and will be
amortized over the term of the loan using the effective interest method.  In the
event  the  investors  convert  the  debentures  prior  to  the  maturity of the
agreements, then generally accepted accounting principles require the Company to
expense  the  unamortized  balance  of  the  debt  discount  in  full.

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

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

     The  Company  retired its $1,000,000 credit facility with Textron Financial
Corporation with the proceeds from the Laurus credit facility and entered into a
new  $500,000  credit  facility  with  Textron  secured  by a $500,000 letter of
credit.

Note 4. Common Stock

     During  the  three  months ended March 31, 2004, the Company issued 119,190
shares  of common stock for services valued at $239,474 using the stock price on
the  date  issued.

     During  the  three  months ended March 31, 2004, the Company issued 196,000
shares  of  common  stock related to the exercise of stock options.  The Company
received  proceeds  totaling  $338,150.

     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  676,500  shares of common stock at an exercise price of $3.00 per
share  (the  "Class  A  Warrants"),  and  warrants to purchase 676,500 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


                                        8
<PAGE>
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.

     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.

     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.

     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.

Note 5. Common Stock Warrants

     In  connection  with  the  equity  (Note 3) and debt (Note 4) fundings, the
Company  issued  warrants  to  acquire  common  stock  at  various  prices.  The
following  table  summarizes  the  warrants  outstanding  as  of March 31, 2004:

                                Outstanding
          Exercise Price         Warrants      Expiration Date
          ----------------------------------------------------

                    $0.70            26,166    December 2005
                    $1.55         1,199,155    March 2005
                    $1.89         1,296,388    January 2009
                    $2.50           676,500    February 2006
                    $3.00           676,500    February 2009
                                -----------
            Total                 3,874,709
                                ===========

All  warrants  are  exercisable  at  March  31,  2004.

Note 5. 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  March  31,  2004,  the


                                        9
<PAGE>
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;

<TABLE>
<CAPTION>
                              FOR THE QUARTER ENDED MARCH 31, 2004
                                           (RESTATED)
                                                      Network
                                       Consulting   and Storage  Communications
Dollars ($)                             Services     Solutions     Deployment     Consolidated
                                       --------------------------------------------------------
<S>                                    <C>          <C>          <C>              <C>
Revenue                                    46,945     3,956,625         171,508      4,175,078
Segment profit (loss)                  (1,273,293)       94,503        (112,834)    (1,480,630)
Total assets                            4,653,444     3,929,364       1,739,373     10,322,181
Capital expenditures                       15,375        34,860             565         50,800
Depreciation                                2,721         4,159           1,626          8,505


                              FOR THE QUARTER ENDED MARCH 31, 2003
                                           (RESTATED)
                                                      Network
                                       Consulting   and Storage  Communications
Dollars ($)                             Services     Solutions     Deployment     Consolidated
                                       --------------------------------------------------------
Revenue                                        --     3,151,142              --      3,151,142
Segment profit                                 --        84,555              --         84,555
Total assets                                   --     1,999,441              --      1,999,441
Capital expenditures                           --            --              --             --
Depreciation                                   --         3,394              --          3,394
</TABLE>

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

Note 6. Restatement

     The  company  incorrectly calculated the value of the beneficial conversion
feature on the Laurus Funding (see note 3) proceeds of $2,000,000 and allocating
the  value of the warrants calculated using Black Scholes to the $2,000,000 term
note.  The  Company  should have allocated the warrants on a relative fair value
method  utilizing  the  entire  $3,000,000  funding  and  then  calculated  the
beneficial  conversion  feature  using  the  entire  $3,000,000 proceeds.  After
allocating  the  value  of  the  warrants  on a relative fair value basis to the
entire  $3,000,000  drawn  under  the  credit  facility  and  recalculating  the
beneficial  conversion  feature  using  the  entire  $3,000,000, the Company has
reclassified  $739,368  from  additional paid-in capital (decrease) to long-term
debt  (increase).  This  reclassification  is  reflected  in  the  accompanying
restated  balance  sheet  as  of  March  31,  2004.


                                       10
<PAGE>
Item 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS  OF OPERATIONS AND
         FINANCIAL  CONDITION

     The  following discussion and analysis of the Company's financial condition
as  of March 31, 2004, and its results of operations for the three-month periods
ended  March  31,  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  quarter  ended  March 31, 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 judgements against
it as a result of non-payment of financial obligations and in 1997, Kinetics.com
transferred all of its assets to an unaffiliated third party.  Subsequent to the
asset  transfer,  the  only  activities of Kinetics.com consisted of negotiating
settlements with its creditors and attempting to identify a suitable acquisition
or merger candidate.  While Kinetics.com was the survivor in the merger, from an
accounting  standpoint,  the  transaction  was  accounted for as though it was a
recapitalization  of  Imagenuity  and a sale of shares by Imagenuity in exchange
for  the  net  assets of Kinetics.com.  On July 31, 2000, 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  $451,925.  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.  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


                                       11
<PAGE>
for  the  quarters ended March 31, 2004 and 2003 is information derived from the
consolidated financial statements of NetView, which contributed 95% of eLinear's
revenue  for  the  quarter  ended  March  31,  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 4% of eLinear's
revenue  for  quarter  ended  March  31,  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.

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
$6,992,156.  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.  If the Company fails to
meet  this  deadline,  if  the  registration statement is not declared effective
prior  to  the  90th  day  after  filing  the  registration  statement,  if  the
registration  statement  ceases  to  remain  effective,  or certain other events
occur,  the  Company  has agreed to pay Laurus liquidated damages of 1.5% of the
principal  amount  of  the convertible portion of the note per month.  Laurus is
limited  to  owning  or  beneficially owning a maximum of 4.99% of the Company's
outstanding  shares of common stock.  In addition, each time the Company borrows
$2  million  under  the credit facility, the Company will be required to file an
additional  registration  statement  covering  the  possible  conversion of that
amount  of the note.  The Company is not obligated at any time to repurchase any
portion  of the Laurus conversion shares nor the shares underlying the warrants.
Neither  the  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 Form
10-QSB 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


                                       12
<PAGE>
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 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 undelivered
elements  and  allocates the residual revenue to the delivered elements.  In the
absence  of  fair value for an undelivered element, the arrangement is accounted
for  as a single unit of accounting, resulting in a delay of revenue recognition
for  the  delivered  elements until the undelivered elements are fulfilled.  The
Company  limits  the amount of revenue recognition for delivered elements to the
amount  that is not contingent on the future delivery of products or services or
subject  to  customer-specified  return  or  refund  privileges.

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

     Goodwill

     As  of March 31, 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


                                       13
<PAGE>
position.  No stock-based compensation expense was reflected in the net loss for
the  three  month  period ended March 31, 2004, because no options granted under
the  plans  had  an  exercise price less than the market value of the underlying
common  stock  on  the  date  of the grant and did not begin to vest until after
March  31,  2004.

     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.

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 its 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.

     Revenue.  Total revenue for the quarter ended March 31, 2004 was $4,175,078
which  was an increase of 33% over the prior year period of $3,151,142.  Revenue
from  the  consulting  services business segment for the quarter ended March 31,
2004  was  $46,945,  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, the Company
significantly  reduced  its number of full-time employees and contract personnel
during  this 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


                                       14
<PAGE>
guarantees  that  the  Company  will  be  successful  in this endeavor.  Revenue
generated  from  the  network  and  storage  solutions  business segment for the
quarter  ended March 31, 2004 was $3,956,625, which was an increase of $805,483,
or  26% over the prior year quarter.  The network and storage solutions business
segment  contributed  95%  of  total  revenue for the current year quarter.  The
Company  was  able to increase its revenue over the 2003 period primarily by the
addition  of  sales  personnel  who  had  previous  customer relationships.  The
increase  in  revenue  was due to an increase in the amount of 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 for the quarter ended March
31,  2004  was  $171,508,  which  was  4%  of  total  revenue.

     Of  the  revenue  generated  for  the  quarter  ended  March  31, 2004, two
customers  provided in excess of 10% of the Company's revenue with The Methodist
Hospital  contributing 19% and Michael's Stores, Inc. contributing  16% of total
revenue.  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 quarter ended March 31, 2004
was $3,714,762, an increase of $1,151,359, or 45%, over the prior year period of
$2,563,403.  Neither  the  consulting  services  nor  communications  deployment
business  segments  had  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 89%
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  the  cost  of  hardware  and software purchased from its vendors,
resulting  in  a decrease in its gross margin.  This customer was not a customer
of  the  Company  in  the  2003  period.  The  Company  does  not anticipate the
favorable  pricing  it  has  granted to this customer will change in the future.
The third component of the increase was an inventory adjustment of approximately
$55,000,  which  adjustment  did  not  occur  in  the  2003  period.

     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, which contributed approximately 20% of
its  sales  for  the quarter ended March 31, 2004.  The Company anticipates they
will  continue  to be its principal suppliers in the future.  Total hardware and
software  costs  amounted  to  $3,514,148  for the quarter ended March 31, 2004.
The  Company  anticipates that cost of sales will increase as revenue increases.

     Gross  profit.  Total  gross profit decreased from $587,739 for the quarter
ended  March  31, 2003, to $460,316 for the quarter ended March 31, 2004.  Total
gross profit as a percentage of revenue decreased from 19% for the quarter ended
March  31,  2003  to  11% 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.  The  Company  had  not experienced an increase in revenue associated with
the  increased  staffing  costs  during  the  quarter  ended March 31, 2004, but
anticipates  its  revenue and profit margin will improve in the future from this
business  segment.

     Operating  expenses.  Total  operating expenses for the quarter ended March
31,  2004  were  $1,897,674,  an increase of $1,398,884, or 281%, over the prior
year  quarter  of  $498,790.  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 March 31, 2003, the Company employed 13 personnel in the
          network and storage solutions business segment, which had increased to
          20  as  of  March  31, 2004. The number of employees in the consulting
          services  and  communications


                                       15
<PAGE>
          deployment  business  segments  as  of  March  31,  2004 were 6 and 7,
          respectively.  There were no payroll and related costs incurred during
          the prior fiscal quarter for the consulting services or communications
          deployment  business  segments.  The  net  effect  was  an increase in
          payroll  and  related  costs  of $286,772, which costs are composed of
          payroll,  payroll  taxes  and  health  insurance.

     -    Office  administration  expenses  increased  from $63,248 for the 2003
          period  to  $229,094 for the current fiscal quarter. The components of
          office administration are office rent expense, office expenses, travel
          and  entertainment  expenses  and  staff  development.

     -    Professional  services,  which  is  comprised of legal, accounting and
          consulting fees, increased from $167,825 for the previous year quarter
          to  $300,991  for the current fiscal quarter. The Company has incurred
          additional  legal,  accounting  and  outside  services fees during the
          current  fiscal quarter in association with its financings and current
          litigation.

     -    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  $16,097  for  prior  year quarter to
          $372,161  for the current fiscal quarter. The Company has initiated an
          investor  awareness/marketing  program  to  reach  out  to current and
          potential  investors  and  provide them with current news releases and
          information  about  eLinear  as  well  as to establish nationwide name
          recognition  to  build  the  "eLinear" name brand for future business.
          This  program  consist  of  investor  conferences,  electronic  media
          distribution,  newspaper  coverage, third party representation through
          introduction to institutional entities and radio coverage. The program
          was  designed  by in-house eLinear employees. The cost of this program
          during  the  quarter  ended  March  31,  2004 approximated $282,000. A
          majority  of  the  remaining expenses was the Company's listing fee to
          the  American  Stock  Exchange.

     Interest  Expense.  Interest  expense  for the quarter ended March 31, 2004
increased  to  $43,272 from $4,394 for the prior year quarter.  The increase was
attributable  to  the  amortization  of  debt  discounts  and  interest  charges
associated  with  the  Laurus  credit  facility.

     Net  Loss.  The  net  loss  for  the  quarter  ended  March  31,  2004  was
$1,480,630,  or  $0.09  per  share  basic and diluted, compared to net income of
$84,555,  or  $0.01  per share basic and diluted, for the previous year quarter.

LIQUIDITY AND CAPITAL RESOURCES

     Changes  in  cash  flow.  Net  cash  used  in  operating activities for the
quarter  ended March 31, 2004, was $3,203,909 compared to $108,598 for the prior
year  quarter.  This  was  an increase of $3,095,311 over the prior year period.
The  primary components of net cash used in operating activities for fiscal 2003
were  a  net loss of $1,480,650, increases in accounts receivable resulting from
increased  sales  when  compared  to  the  prior  fiscal  quarter  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,  to  purchase  a certificate of deposit in the amount of
$500,000  and  to  place  $500,000  in  a restrictive account.  The cash used in
operating activities was partially offset by non-cash charges totaling $736,829.
Cash  used  in  investing  activities  increased  from $1,303 for the prior year
fiscal quarter to $63,959 for the current fiscal quarter.  The Company purchased
property  and  equipment during the current period of $50,800 and paid a deposit
on  its new office lease, which increased deposits by $13,159.  Cash provided by
financing activities increased from $26,988 for the prior year fiscal quarter to
$7,246,553  for  the  current fiscal quarter.  This increase was attributable to
sales  of  common  stock  of  $4,584,591, net proceeds from the Laurus financing
agreement  of  $2,539,515,  and the exercise of stock options of $338,150.  This
was partially offset by the repayment of notes due to Messrs. Allen and Casey of
$215,703.

     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 quarter
ended  March  31,  2004,  the  Company  received  $338,150


                                       16
<PAGE>
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, obtained a new
$500,000  line  of  credit  with  Textron  with a $500,000 letter of credit, and
entered  into  a  new  credit  facility with Laurus Master Fund discussed below.

     Liquidity.  As  of  March  31,  2004,  the  Company  had  cash  balances in
non-restricted  accounts  of  $4,533,168  and  positive  working  capital  of
$7,580,049.  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  March  31, 2004, the
Company  had  drawn down $2,000,000 under the term note and $1,000,000 under the
revolver.

     As  part  of  the  above  credit  facility,  the  Company  agreed to file a
registration  statement  with  the  SEC  in  order to register the resale of any
shares  issuable  upon conversion of up to $2 million of the credit facility and
upon  the  exercise of the warrants within 15 days of the Company's current SB-2
becoming effective or 150 days from February 23, 2004, whichever in 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.

     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.

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


                                       17
<PAGE>
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 March 31, 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.


                                       18
<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.  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 our 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 March 31, 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.

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
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.

     In  January 2004, eLinear entered into a Securities Purchase Agreement with
16  accredited investors, pursuant to which it agreed to sell, and the investors
agreed to purchase, an aggregate of 1,964,225 shares of 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, and
warrants  to  purchase  1,090,145  shares  of


                                       19
<PAGE>
common  stock at an exercise price of $1.55 per share expiring on the earlier of
March 2005 or eight months from the date the Company's registration statement on
Form  SB-2  becomes  effective.

     In  January  2004,  eLinear issued 66,190 shares of its common stock to two
entities  and  an  individual for investor relations services.  The parties were
sophisticated  persons.

     In February 2004, eLinear entered into a Securities Purchase Agreement with
16  accredited investors, pursuant to which it agreed to sell, and the investors
agreed to purchase, an aggregate of 1,230,000 shares of 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, and
warrants  to  purchase  615,000  shares  of common stock at an exercise price of
$2.50  per  share  expiring on the earlier of February 2006 or one year from the
date  the  Company's  registration  statement  on  Form  SB-2 becomes effective.

     In  February 2004, eLinear entered into a revolving credit facility with an
accredited  investor.  Payment  of  interest  and  principal  can, under certain
circumstances, be made with shares of eLinear common stock at a conversion price
of  $2.91  per share.  In connection with the execution of this credit facility,
eLinear  issued  a  seven-year  warrant to purchase 290,000 shares of its common
stock  at  exercise  prices  ranging  from  $3.05  to  $3.32  per  share.

     In  March  2004,  eLinear  issued  3,000  shares  of its common stock to an
individual  for consulting services.  The individual was a sophisticated person.

     In  March  2004,  eLinear  issued  50,000  shares of its common stock to an
entity  for  legal  services.  The  party  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


                                       20
<PAGE>
Item 6.  Exhibits and Reports on Form 8-K

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

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

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


                                       21
<PAGE>
10.15        Form of Class B Warrant issued to each of the Investors in the Securities Purchase Agreements
             dated as of February 4, 2004 (incorporated by reference to Exhibit 10.15 to Registrant's Annual
             Report on Form 10-KSB, dated February 13, 2004)
10.16        Registration Rights Agreement issued to each of the Investors in the Securities Purchase
             Agreements dated as of February 4, 2004 (incorporated by reference to Exhibit 10.16 to
             Registrant's Annual Report on Form 10-KSB, dated February 13, 2004)
10.17        Common Stock Purchase Warrant Agreement dated as of February 23, 2004 by and between
             eLinear, Inc. and Laurus Master Fund, LLC (incorporated by reference to Exhibit 10.18 to
             Registrant's Form 8-K, dated February 26, 2004)
10.18        Secured Revolving Note Agreement dated as of February 23, 2004 by and between eLinear, Inc.,
             NetView Technologies, Inc. and NewBridge Technologies, Inc. and Laurus Master Fund, LLC
             (incorporated by reference to Exhibit 10.19 to Registrant's Form 8-K, dated February 26, 2004)
10.19        Secured Convertible Minimum Borrowing Note Agreement dated as of February 23, 2004 by and
             between eLinear, Inc., NetView Technologies, Inc. and NewBridge Technologies, Inc. and Laurus
             Master Fund, LLC (incorporated by reference to Exhibit 10.20 to Registrant's Form 8-K, dated
             February 26, 2004)
10.20        Minimum Borrowing Note Registration Rights Agreement dated as of February 23, 2004 by and
             between eLinear, Inc. and Laurus Master Fund, LLC (incorporated by reference to Exhibit 10.21 to
             Registrant's Form 8-K, dated February 26, 2004)
10.21        Funds Escrow Agreement dated as of February 23, 2004 by and between eLinear, Inc., NetView
             Technologies, Inc. and NewBridge Technologies, Inc. and Laurus Master Fund, LLC (incorporated
             by reference to Exhibit 10.22 to Registrant's Form 8-K, dated February 26, 2004)
14.1         Code of Ethics (incorporated by reference to Exhibit 14.1 to Registrant's Annual Report on Form
             10-KSB, dated February 13, 2004)
21.1         Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to Registrant's Form 10-QSB
             filed with the Commission on December 19, 2003)
31.1         Certification of Kevan M. Casey
31.2         Certification of Jim C. Pyle
32.1         Certification for Sarbanes-Oxley Act of Kevan M. Casey
32.2         Certification for Sarbanes-Oxley Act of Jim C. Pyle
</TABLE>

*     Indicates  management  contract  or  compensatory  plan  or  arrangement.

     (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.


                                       22
<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         September 7, 2004
-----------------------
Kevan  M.  Casey             and  Director



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


                                       23
<PAGE>