UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended June 30, 2004

[ ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934 for the transition period from
     _________________  to  _______________

                         Commission File Number 0-07418

                                  eLINEAR, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Delaware                                       76-0478045
-------------------------------                ---------------------------------
(State or other jurisdiction of                (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  August 20, 2004, there were outstanding 20,554,267 shares of common
stock,  $.02  par  value  per  share.

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


<PAGE>
<TABLE>
<CAPTION>
                                     ELINEAR, INC.
                                INDEX TO FORM 10-QSB/A
                                     JUNE 30, 2004

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

         Item 1.  Financial Statements

                  Consolidated Balance Sheets June 30, 2004 (unaudited) and          3
                  December 31, 2003

                  Consolidated Statements of Operations (unaudited)                  4
                  Three and Six Months Ended June 30, 2004 and 2003

                  Consolidated Statements of Cash Flows (unaudited)                  5
                  Six Months Ended June 30, 2004 and 2003

                  Notes to Unaudited Consolidated Financial Statements               6

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

         Item 3.  Controls and Procedures                                           19

PART II  OTHER INFORMATION
                                                                                    20
         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities and Use of Proceeds                         20

         Item 3.  Defaults Upon Senior Securities                                   21

         Item 4.  Submission of Matters to a Vote of Security Holders               21

         Item 5.  Other Information                                                 21

         Item 6.  Exhibits and Reports on Form 8-K                                  22
</TABLE>


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

Item 1.  FINANCIAL STATEMENTS

                                            ELINEAR, INC.
                                     CONSOLIDATED BALANCE SHEETS


                                                                           June 30,     December 31,
                                                                             2004           2003
                                                                         ----------------------------
                                                                         (Unaudited)     (Restated)
<S>                                                                      <C>           <C>
                                     ASSETS

Current assets:
  Cash                                                                   $ 1,284,411   $     554,483
  Certificate of deposit                                                     506,032              --
  Cash in restricted accounts                                                500,000              --
  Accounts receivable, net of allowance of $115,288 at June 30, 2004
    and $69,289 at December 31, 2003, respectively                         4,225,565       1,637,217
  Inventory                                                                  276,355         190,555
  Other current assets                                                        43,728          45,708
                                                                         ----------------------------
     Total current assets                                                  6,836,091       2,427,963
Property and equipment, net                                                  326,194          43,662
Goodwill                                                                   1,491,102       1,943,022
Deferred financing costs, net                                                162,892              --
Deposits                                                                      30,484          15,049
                                                                         ----------------------------
Total assets                                                             $ 8,846,763   $   4,429,696
                                                                         ============================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable, trade                                                $   696,220   $   1,101,603
  Payable to officers                                                             --          36,336
  Accrued liabilities                                                        553,991         148,747
  Notes payable, officers                                                         --         215,703
                                                                         ----------------------------
     Total current liabilities                                             1,250,211       1,502,389
  Long-term debt, net (Note 3)                                             1,814,560              --
Shareholders' equity:
  Preferred stock, $.02 par value, 10,000,000 shares authorized,
    none issued                                                                   --              --
  Common stock, $.02 par value, 100,000,000 shares authorized,
    20,554,267 and 17,020,754 shares issued and outstanding at
    June 30, 2004 and December 31, 2003, respectively                        411,086         340,415
  Additional paid-in capital                                              10,486,885       3,982,631
  Accumulated deficit                                                     (5,115,979)     (1,395,739)
                                                                         ----------------------------
     Total shareholders' equity                                            5,781,992       2,927,307
                                                                         ----------------------------
Total liabilities and shareholders' equity                               $ 8,846,763   $   4,429,696
                                                                         ============================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                                   ELINEAR, INC.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                             FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                                    (UNAUDITED)

                                                     For the Three Months Ended        For the Six Months Ended
                                                              June 30,                          June 30,
                                                   ---------------------------------------------------------------
                                                        2004             2003            2004            2003
                                                   ---------------------------------------------------------------
                                                                      (Restated)                      (Restated)
<S>                                                <C>              <C>             <C>              <C>
Revenue:
    Products                                       $    4,861,464   $   3,256,697   $    8,818,089   $  6,317,315
    Services                                              469,545         207,417          687,998        297,941
                                                   ---------------------------------------------------------------
        Total revenue                                   5,331,009       3,464,114        9,506,087      6,615,256
                                                   ---------------------------------------------------------------

Cost of revenue                                         4,532,912       2,874,382        8,247,674      5,437,785
                                                   ---------------------------------------------------------------
Gross profit                                              798,097         589,732        1,258,413      1,177,471
                                                   ---------------------------------------------------------------

Operating expenses:
    Selling, general and administrative expenses:
       Payroll and related expenses                     1,048,114         426,743        1,583,112        674,969
       Office administration                              491,151          71,284          720,245        134,532
       Professional services                               90,213         280,561          391,204        448,386
       Impairment of goodwill                                  --              --          451,925             --
       Other                                              727,467          48,164        1,099,628         64,261
       Depreciation                                        22,179           5,146           30,684          8,540
                                                   ---------------------------------------------------------------
        Total operating expenses                        2,379,124         831,898        4,276,798      1,330,688
                                                   ---------------------------------------------------------------

Loss from operations                                   (1,581,027)       (242,166)      (3,018,385)      (153,217)

Other income (expense):
    Interest, net                                        (669,218)         (5,419)        (712,490)        (6,187)
    Other                                                  10,635           3,626           10,635             --
                                                   ---------------------------------------------------------------
Net loss                                           $   (2,239,610)  $    (243,959)  $   (3,720,240)  $   (159,404)
                                                   ===============================================================

Net loss per share:
    Basic and diluted                                      ($0.11)         ($0.02)          ($0.20)        ($0.01)
                                                   ===============================================================

Weighted average number of common shares
    outstanding:
        Basic and diluted                              20,546,234      14,030,260       18,736,127     13,499,240
                                                   ===============================================================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                  eLINEAR, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (UNAUDITED)


                                                           2004         2003
                                                       -------------------------
                                                                     (Restated)
<S>                                                    <C>           <C>
Cash flows from operating activities:
    Net loss                                           $(3,720,240)  $ (159,404)
    Adjustments to reconcile net loss to cash used in
     operating activities:
        Depreciation                                        30,684        8,540
        Impairment of goodwill                             451,920           --
        Bad debt expense                                    46,000           --
        Amortization of debt discounts                     626,124           --
        Stock and stock option based compensation          603,608      200,150
        Changes in assets and liabilities:
            Accounts receivable                         (2,634,347)     163,209
            Inventory                                      (85,800)     (49,248)
            Accounts payable                              (405,383)    (128,200)
            Payable to officers                            (36,336)     (85,775)
            Accrued liabilities                            405,244      (22,172)
            Other                                            1.980      (69,456)
                                                       -------------------------
Net cash used in operating activities                   (4,716,546)    (142,356)
                                                       -------------------------

Cash flows from investing activities:
    Purchase of property and equipment                    (310,794)      (5,124)
    Restricted cash                                       (500,000)          --
    Purchase certificate of deposit                       (506,032)          --
    Deposits                                               (15,435)      (3,249)
                                                       -------------------------
Net cash used in investing activities                   (1,332,261)      (8,373)
                                                       -------------------------

Cash flows from financing activities:
    Proceeds from notes payable due to officers                 --      159,538
    Repayment on notes payable due to officers            (215,703)     (29,959)
    Proceeds from financing agreement                    2,780,500           --
    Repayments of financing agreement                     (444,759)          --
    Payment of upfront financing costs                    (273,000)          --
    Proceeds from exercise of stock options                345,594      123,300
    Proceeds from sale of common stock                   4,586,103           --
                                                       -------------------------
Net cash provided by financing activities                6,778,735      252,879
                                                       -------------------------

Net increase in cash                                       729,928      102,150
Cash and cash equivalents, beginning of period             554,483      120,894
                                                       -------------------------
Cash and cash equivalents, end of period               $ 1,284,411   $  223,044
                                                       =========================

Non-cash transactions:
    Issuance of common stock for NetView acquisition            --   $  480,727
                                                       =========================
    Issuance of options for forgiveness of debt                 --   $   13,188
                                                       =========================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


                                        5
<PAGE>
                                  ELINEAR, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

Note 1.   Organization and Nature of Business

     STATEMENT  OF  INFORMATION  FURNISHED

     The  accompanying  unaudited  consolidated financial statements of eLinear,
Inc.  and  Subsidiaries (the "Company" or "eLinear") have been prepared pursuant
to  the  rules  and  regulations  for  interim  financial  information  and  the
instructions  to  Form  10-QSB  and  Regulation  S-B.  Accordingly,  certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States  have  been omitted.  In the opinion of management, the unaudited
consolidated  financial  statements  contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position as
of  June  30,  2004,  and  the  results of operations and cash flows for the six
months  ended  June  30,  2004  and  2003.

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  reported  amounts  of revenue and expenses during the reporting
period.  Operating results for interim periods are not necessarily indicative of
the results that may be expected for the complete fiscal year.  The accompanying
unaudited  consolidated  financial statements should be read in conjunction with
the  audited consolidated financial statements and notes thereto included in the
Company's  Annual  Report on Form 10-KSB/A for the year ended December 31, 2003,
previously  filed  with  the  Securities  and  Exchange  Commission.

Stock Options

     At  June  30,  2004, the Company had  stock-based compensation plans, which
are  more  fully  described  in  Note  8  in the Company's Annual Report on Form
10-KSB/A  as filed on February 24, 2004.  In addition, on February 10, 2004, the
Board  of  Directors adopted the 2004 Stock Option Plan (the "2004 Plan"), which
allows for the issuance of up to 2,000,000 stock options to directors, executive
officers,  employees  and consultants of the Company who are contributing to the
Company's  success.  During  the  six  months  ended  June 30, 2004, the Company
granted  1,309,500 options to various  employees under the 2003 Plan and 198,150
options  to  various  consultants  under the 2004 Plan. In order to remain fully
effective,  the 2004 Plan must be approved by the shareholders prior to February
10,  2005.

     The  Company  applies  and intends to continue to apply the recognition and
intrinsic  value  measurement  principles  of  Accounting Principles Board (APB)
Opinion  No.  25,  "Accounting  for  Stock  Issued  to  Employees,"  and related
Interpretations  in  accounting for those plans.  The Company recorded $3,246 of
stock-based  compensation expense which is reflected in the net loss for the six
month period ended June 30, 2004, because certain options granted under the 2004
Plan  had  exercise  prices  less than the market value of the underlying common
stock  on  the  date of the grant. In addition, the Company recorded stock based
compensation  expense  totaling  $344,239  related  to  the  options  issued  to
consultants.  The  consultant options vested immediately and were expensed based
on  the  fair  value  calculated using the black Scholes pricing model using the
following  assumptions:  117% volatility, four year life, 1.5% discount rate and
0%  dividend  yield.


                                        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.

<TABLE>
<CAPTION>
                                                         Six Months Ended
                                                            June 30,
                                                  ----------------------------
                                                       2004           2003
                                                  -------------  -------------
<S>                                               <C>            <C>
     Net loss, as reported                        $ (3,720,240)  $   (159,404)
       Stock based compensation under fair value
           method                                     (118,000)       (46,000)
                                                   ------------  -------------
     Pro forma net income (loss)                   $(3,838,240)  $   (205,404)
                                                   ============  =============

     Net income (loss) per share:
         Basic and diluted - as reported                ($0.20)        ($0.01)
       Stock based compensation under fair value        ($0.01)
           method                                                      ($0.01)
                                                   ------------  -------------
         Basic and diluted - pro forma                  ($0.21)        ($0.01)
                                                   ============  =============
</TABLE>

     The  fair  value  of  each option granted is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions:  dividend  yield  0.0%,  expected  volatility  of  117%,  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 $451,920
related  to  100%  of  the goodwill related to the 2003 eLinear acquisition.  In
March  2004,  the consulting services reporting unit lost its largest consulting
contract and the other operations that had been acquired in the eLinear purchase
had declined due to the loss of key employees after the acquisition.  During the
three  months  ended  June 30, 2004, the Company recognized only $220 of revenue
from  the  consulting  services reporting segment.  Based on projected estimated
future  cash  flows  from  the  reporting  unit  purchased  in  2003, management
determined  a  full  impairment  charge  was  required.

Note 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.  The Company
borrowed  $1,000,000  under the revolving facility on the date of the agreement.
The  revolving credit facility has a term of three years and accrues interest on
outstanding balances at the rate of prime (4.25% as of June 30, 2004) plus 0.75%
(with  a  minimum  rate  of  4.75%).  Laurus  has the option to convert all or a
portion of the advances under any secured convertible revolving note into shares
of  the Company's common stock at any time, subject to certain limitations, at a
fixed  conversion  price  of  $2.91  per  share.  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.
The  Company paid back the $1,000,000 revolver during the quarter ended June 30,
2004,  and drew down additional proceeds totaling $555,241. As of June 30, 2004,
the  Company  had  approximately  $555,241  outstanding  under  the  revolver.


                                        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.  As  of June 30, 2004, the Company had $2,000,000 outstanding
under  the  term  note.

     In  conjunction  with  the Laurus credit facility, Laurus was paid a fee of
$219,500  and  received a seven-year warrant to purchase up to 290,000 shares of
the Company's common stock at prices ranging from $3.05 to $3.32 per share.  The
warrants,  which  are  exercisable  immediately, were valued at $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  credit  facility 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 $273,000
in  finder's  fees to vSource Capital.  The $273,000 was capitalized as deferred
financing  costs and is being amortized using the effective interest method over
the  term  of  the  loan  agreement.

     During  the quarter ended June 30, 2004, the Company paid back the original
$1,000,000  it  had  drawn under the revolver during the quarter ended March 31,
2004Therefore,  the  Company  expensed  one  third of the discounts recorded in
connection  with the credit facility on the date the funds were repaid resulting
in  additional  non-cash  interest  expense of approximately $420,000 during the
quarter  ended  June  30,  2004.

     The  following  table illustrates the borrowings and repayments made by the
Company  and  the  beneficial conversion features and amortization on the Laurus
credit  facility  through  June  30,  2004:

<TABLE>
<CAPTION>
<S>                                           <C>
     Original loan draw down amount           $ 3,000,000
         Less: Net amount of repayments          (444,759)
                                              ------------
     Face value of amount borrowed              2,555,241
     Fee paid to Laurus                          (219,500)
     Beneficial conversion amount              (1,039,620)
     Amortization of debt discounts               518,439
                                              ------------
     Long-term debt, net as of June 30, 2004  $ 1,814,560
                                              ============
</TABLE>

     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,  or  within  15  days  of the Company's current
registration  statement  being  declared  effective  by  the  SEC,  whichever is
earlier.  If  the  Company  fails  to  meet  this  deadline, if the registration
statement  is  not  declared  effective  prior  to the 90th day after filing the
registration  statement,  if  the  registration  statement  ceases  to  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


                                        8
<PAGE>
statement  covering the possible conversion of that amount of the note.  Neither
the  conversion  shares  nor  the  shares underlying the warrants for the Laurus
credit  facility  are  being  registered  under  the  pending  prospectus.

Note 4.   Common Stock

     During  the  three  months  ended  June  30, 2004, the Company issued 7,500
shares  of  common stock for services valued at $17,130 using the stock price on
the  date  issued.

     During  the  three  months  ended  June 30, 2004, the Company issued 16,600
shares  of  common  stock related to the exercise of stock options.  The Company
received  proceeds  totaling  $7,112.

     In  February 2004, the Company sold 1,230,000 shares of its common stock at
a  price  of  $2.00  per  share, together with five-year warrants to purchase an
aggregate  of  615,000  shares of common stock at an exercise price of $3.00 per
share  (the  "Class  A  Warrants"),  and  warrants to purchase 615,000 shares of
common  stock  at  an exercise price of $2.50 per share (the "Class B Warrants")
expiring  on the earlier of two years from the closing date or one year from the
date  a  registration  statement registering the resale of the shares underlying
the warrants and the shares becomes effective for an aggregate purchase price of
$2,460,000,  in  a private placement transaction.  The Company received proceeds
totaling  $2,257,800,  net  of  offering  costs  of  $202,200.  In addition, the
Company  issued  61,500 Class A Warrants and 61,500 Class B Warrants to vSource1
as  a  finders  fee.

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

     In January 2004, the Company sold 1,964,223 shares of its common stock at a
price  of  $1.29  per  share,  together  with  five-year warrants to purchase an
aggregate  of 1,178,535 shares of common stock at an exercise price of $1.89 per
share  (the  "Class  A  Warrants"), and warrants to purchase 1,090,145 shares of
common  stock  at  an exercise price of $1.55 per share (the Class B Warrants"),
expiring on the earlier of fourteen months from the closing date or eight months
from  the  date  a  registration  statement registering the resale of the shares
underlying  the  warrants  and  the  shares  becomes  effective for an aggregate
purchase  price  of $2,533,850, in a private placement transaction.  The Company
received  proceeds  totaling  $2,326,481, net of offering costs of $207,369.  In
addition,  the  Company  issued  117,854  Class  A  Warrants and 109,015 Class B
Warrants  to  vSource1  as  a  finders  fee.

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

     As  part of the above financings, the Company agreed to file a registration
statement  with  the SEC in order to register the resale of the shares purchased
and  the shares issuable upon exercise of the warrants.  If (i) the registration
statement  is  not  declared  effective prior to the 120th day after the closing
date  of  each  financing,  (ii)  the  Company  fails to respond to the comments
provided  by the SEC to its registration statement within ten days of receipt of
comments; or (iii) the registration statement has been declared effective by the
SEC  and  it  ceases  to  remain continuously effective until all the registered
securities  are  resold, the Company has agreed to pay the investors 1.5% of the
aggregate  purchase  price  for  the  first month, and if the event continues to
occur,  2.0%  of  the purchase price per month thereafter.  As of June 30, 2004,
the  Company  has  incurred  fees  totaling  $137,885.


                                        9
<PAGE>
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  June 30, 2004:

<TABLE>
<CAPTION>
                        Financing    Outstanding
     Exercise Price       Date        Warrants    Expiration Date
     ------------------------------------------------------------
<S>                   <C>            <C>          <C>
              0.70   December 2003       26,166  December 2005
              1.55   January 2004     1,199,155  March 2005
              1.89   January 2004     1,296,388  January 2009
              2.50   February 2004      676,500  February 2006
              3.00   February 2004      676,500  February 2009
             3.05 *  February 2004      200,000  February 2011
             3.19 *  February 2004       50,000  February 2011
             3.22 *  February 2004       40,000  February 2011
                                     -----------
         Total                         4,164,709
                                     ===========
<FN>
     All  warrants  are exercisable at June 30, 2004.  The Company has not filed
and is not required to file a registration statement for the warrants issued for
its  December  2003  financing.

*    Warrants  issued  to  Laurus  Master Fund Ltd. which require the Company to
file  a  registration  statement.
</TABLE>

Note 6.   Significant Concentration

     One  customer  accounted  for approximately 26% of sales for the six months
ended  June  30, 2004.  No other customers represented more than 10% of sales of
the  Company  for  the  that  period.  The Company had one customer which had in
excess  of  10%  of  the Company's accounts receivable balance at June 30, 2004.
This  customer  had  23%  of  the  Company's  accounts  receivable  balance.

Note 7.   Restricted Cash

     In  conjunction  with  the Company's credit facility with Textron Financial
Corporation  ("Textron"),  the  Company  was  required  to deposit $500,000 in a
restrictive  cash  account  and  issue  Textron  a  $500,000  letter  of credit.

Note 8.   Industry Segments

     The  Company  has  adopted  the  provisions  of  Statements  of  Financial
Accounting  Standards  No. 131, "Disclosures about Segments of an Enterprise and
Related  Information"  ("SFAS  131").  At  June  30,  2004,  the Company's three
business  units,  NetView  (network  and  storage  solutions),  NewBridge
(communications  deployment)  and  eLinear  (consulting services), have separate
management teams and infrastructures that offer different products and services;


                                       10
<PAGE>
<TABLE>
<CAPTION>
                    FOR THE THREE MONTHS ENDED JUNE 30, 2004
                                           Network
                            Consulting   and Storage   Communications
     Dollars ($)             Services     Solutions      Deployment     Consolidated
                            ---------------------------------------------------------
<S>                         <C>          <C>           <C>              <C>
     Revenue                       220     4,773,855          556,934      5,331,009
     Segment loss           (1,869,568)     (352,527)         (17,515)    (2,239,610)
     Total assets            3,469,416     4,848,968          528,379      8,846,763
     Capital expenditures      136,844       122,598              552        259,994
     Depreciation                8,676        13,310              193         22,179
</TABLE>

<TABLE>
<CAPTION>
                    FOR THE SIX MONTHS ENDED JUNE 30, 2004
                                           Network
                            Consulting   and Storage   Communications
     Dollars ($)             Services     Solutions      Deployment     Consolidated
                            ---------------------------------------------------------
<S>                         <C>          <C>           <C>              <C>
     Revenue                    47,165     8,730,480          728,442      9,506,087
     Segment loss           (3,142,861)     (447,030)        (130,349)    (3,720,240)
     Total assets            3,469,416     4,848,968          528,379      8,846,763
     Capital expenditures      152,219       157,458            1,117        310,794
     Depreciation               11,397        17,469            1,818         30,684
</TABLE>

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

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

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


                                       11
<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  June  30,  2004, and its results of operations for the six-month periods
ended  June  30,  2004  and 2003, should be read in conjunction with the audited
consolidated  financial statements and notes included in eLinear's Form 10-KSB/A
filed  with  the  Securities  and  Exchange  Commission.

OVERVIEW

     The Company's business currently consists of three operating segments:

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

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

     -    Consulting services.  The Company offers: (a) consulting services, (b)
          creative  web  site  design, (c) web site content management software,
          and  (d)  technical  project  management  and  development  services.

     The Company has operated as a technology consulting business since December
1999.  It  acquired  its  Internet  consulting business as a result of a reverse
merger  with  Imagenuity  in  1999.  Since 1999 to date, its Internet consulting
business  consisted  of  Internet consulting services, creative web site design,
web  site  content  management and software and technical project management and
development  services.  For  the  six months ended June 30, 2004, the consulting
segment  contributed  less  than  1%  of  the Company's revenue.  From 1995, its
inception, the Company, which at the time was named Kinetics.com, was engaged in
marketing  proprietary  software  programs  for use on the world wide web of the
Internet.  Kinetics.com  marketed  two software programs designed for use on the
Web  in  1995 and 1996.  During 1996, several 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  $451,920.  In  March  2004, the Company
recorded  impairment  expense  totaling $451,920 related to 100% of the goodwill
related to the 2003 eLinear acquisition.  In March 2004, the consulting services
reporting  unit  lost  its  largest consulting contract and the other operations
that  had  been acquired in the eLinear purchase had declined due to the loss of
key  employees  after  the  acquisition.  During the three months ended June 30,
2004,  the  Company recognized only $220 of revenue from the consulting services
business  segment.  Based  on  projected  estimated  future  cash flows from the
reporting unit purchased in 2003, management determined a full impairment charge
was  required.  Since  NetView  is  deemed  to  be  the  acquiring  company  for
accounting


                                       12
<PAGE>
purposes,  the  financial  information for the six months ended June 30, 2003 is
information  derived  from  the consolidated financial statements of NetView for
the  six  months ended June 30, 2003 and eLinear for the three months ended June
30, 2003.  NetView contributed 92% of eLinear's revenue for the six months ended
June  30,  2004.

     In  July  2003,  eLinear  completed  the acquisition of all the outstanding
shares of NewBridge.  Pursuant to the transaction, eLinear issued 850,000 shares
of  common  stock  valued  at $1,062,500, using the average of the bid and asked
prices  on July 31, 2003, and options to purchase 300,000 shares of common stock
valued  at $274,000, using Black-Scholes, to the shareholders of NewBridge.  The
acquisition  was accounted for using the purchase method of accounting resulting
in  goodwill  of  $1,491,102.  NewBridge contributed 8% of eLinear's revenue for
six  months  ended  June  30,  2004.

     The  Company's  strategy  is to expand its operations along the above three
reporting  segments  through  internal growth and through acquisitions.  Whereas
the  Company  has added two distinct reporting segments through the above listed
acquisitions,  it  intends  to  expand  its  operations from all three reporting
segments  through  the  addition of personnel to increase sales.  The changes in
its  business  strategy  have  not  affected  its  relationship  with any of its
customers.  eLinear  intends  to  utilize the proceeds from its recent offerings
discussed  below,  as  well  as  through  additional  offerings,  to finance its
internal  growth  and  for  any  acquisitions.  The  Company  does  not have any
commitments  to  raise  additional  funds,  and it may be unable to do so in the
future.  If it does raise additional funds, it may do so at below market prices,
which  would  cause  dilution  to  its  shareholders.

RECENT  DEVELOPMENTS

     In  January  2004,  the  Company  completed  a private offering in which it
raised  gross proceeds of $2,533,850.  In February 2004, the Company completed a
private offering in which it raised gross proceeds of $2,460,000.  Both of these
agreements  included  warrants,  which if exercised would bring in an additional
$8,029,621.  In  each  of these offerings the Company issued its common stock at
prices  below  the  then  market  price.

     The  Company  has  filed  a  registration statement with the Securities and
Exchange  Commission  which is registering the resale of 3,194,225 shares of the
Company's  common  stock  and  3,944,737  shares  of  the Company's common stock
underlying  the  warrants  pursuant  to  the  above  listed  financings.  The
registration  statement  has  not  been  declared  effective  to  date.

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

     As  part  of  the  above  credit  facility,  the  Company  agreed to file a
registration  statement  with  the  SEC  in  order to register the resale of any
shares  issuable  upon conversion of up to $2 million of the credit facility and
upon  the  exercise  of  the warrants. The terms of the Company's agreement with
Laurus requires it to file the registration statement within a definitive period
of  time not to exceed 150 days from February 23, 2004, or within 15 days of the
Company's  current  registration  statement being declared effective by the SEC,
whichever  is  earlier.  If  the  Company  fails  to  meet this deadline, if the
registration  statement  is  not  declared effective prior to the 90th day after
filing  the  registration  statement,  if  the  registration statement ceases to
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. Neither the
conversion  shares  nor the shares underlying the warrants for the Laurus credit
facility  are  being  registered  under  the  pending  prospectus.


                                       13
<PAGE>
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 and assumptions that affect the reported amounts of
its  assets  and liabilities, and affect the disclosure of any contingent assets
and  liabilities.  The  Company  believes  these  accounting  policies  involve
judgment  due  to  the  sensitivity  of  the methods, assumptions, and estimates
necessary  in  determining  the  related  asset  and  liability  amounts.  The
significant  accounting  policies  are described in its financial statements and
notes  included  in  its  Form  10-KSB/A  filed with the Securities and Exchange
Commission.

     Revenue  Recognition

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

     The  Company  accounts  for  arrangements that contain multiple elements in
accordance  with  EITF 00-21, "Revenue Arrangements with Multiple Deliverables".
When  elements  such as hardware, software and consulting services are contained
in  a single arrangement, or in related arrangements with the same customer, the
Company  allocates  revenue  to  each  element based on its relative fair value,
provided  that  such element meets the criteria for treatment as a separate unit
of  accounting.  The price charged when the element is sold separately generally
determines  fair  value.  In  the absence of fair value for a delivered element,
the  Company  allocates  revenue  first  to  the  fair  value of the 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 June 30, 2004, the Company had $1,491,102 of goodwill 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


                                       14
<PAGE>
Statement  No.  123."  This  statement  amends Statement of Financial Accounting
Standards  No.  123,  to provide alternative methods of transition for an entity
that  voluntarily  changes  to  the  fair  value  based method of accounting for
stock-based  employee  compensation. It also amends the disclosure provisions of
Statement  of  Financial  Accounting  Standards  No.  123  to  require prominent
disclosure  about  the  effects on reported net income of an entity's accounting
policy  decisions with respect to stock-based employee compensation. The Company
did  not  voluntarily  change  to  the fair value based method of accounting for
stock-based  employee  compensation,  therefore,  the  adoption  of Statement of
Financial  Accounting  Standards  No.  148 did not have a material impact on its
financial  position.  The  Company  recorded  $3,246 of stock-based compensation
expense  for  employee stock options which was reflected in the net loss for the
six  month  period  ended  June  30,  2004.

     Allowance  for  Doubtful  Accounts

     The  Company  maintains  an allowance for doubtful accounts, which reflects
the  estimate  of  losses  that  may  result  from  the inability of some of its
customers  to  make  required  payments.  The  estimate  for  the  allowance for
doubtful  accounts  is  based on known circumstances regarding collectability of
customer  accounts  and  historical  collections  experience.  If  the financial
condition  of  one or more of its customers were to deteriorate, resulting in an
impairment  of  their  ability  to  make  payments, additional allowances may be
required.  Material  differences  between the historical trends used to estimate
the  allowance  for  doubtful  accounts  and  actual collection experience could
result  in  a  material  change  to  its  consolidated  results of operations or
financial  position.  As  of  June 30, 2004, the Company maintained an allowance
for  doubtful  accounts  of  $115,288,  which allowance was 3% of total accounts
receivable  as  of  that  date.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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

     Prior  to  the  acquisitions  of  NetView  and  NewBridge,  eLinear  was  a
technology  consulting  services  firm providing strategic consulting solutions,
creative  web  site  design,  web site content management software and technical
project  management  and  development  services to companies seeking to increase
productivity  or  reduce costs through investing in technology.  The information
technology outsourcing and consulting industry in which the Company operates has
declined  drastically  with  substantial  overall  reductions  in  information
technology  investments.  This  has resulted in a dramatic reduction in spending
for  information  technology services overall, and a significant decrease in the
amount  of  services  the Company is able to sell.  In order to reduce costs the
Company  closed  its  offices  in  Denver  during  2002 and has concentrated its
marketing  efforts  in the Houston market.  However, due to the failure of Enron
Corp.  and weakening financial conditions of companies such as Dynegy Energy and
Reliant  Resources,  the  Houston  market for information technology services in
2003  and  2004  has  been  hit  particularly  hard.

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


                                       15
<PAGE>
     Revenue.  Total  revenue  for  the  six  months  ended  June  30,  2004 was
$9,506,087  which  was  an  increase  of  44%  over  the  prior  year  period of
$6,615,256.  Revenue  from  the consulting services business segment for the six
months ended June 30, 2004 was $47,165, which was less than 1% of total revenue.
The  consulting  services  business  segment  has  seen a significant decline in
customer  utilization during 2004 and 2003.  Due to the significant reduction in
customers in the consulting services business segment, the Company significantly
reduced its number of full-time employees and contract personnel during the 2004
period  in  order  to  reduce  costs  and  conserve  its  limited resources.  In
addition,  the  former CEO and primary consultant of the Company resigned in May
2003 and the Company lost its primary consulting customer in March 2004.  During
February  2004,  the  Company  hired a primary consultant and several consulting
engineers  and  the  Company  intends  to  concentrate  its  efforts on building
additional  consulting services customer relationships during the current fiscal
year  and,  if  successful,  add  additional  personnel  to  increase its sales.
However,  there  are  no  guarantees that the Company will be successful in this
endeavor.  Revenue  generated  from  the  network and storage solutions business
segment  for  the  six  months  ended June 30, 2004 was $8,730,480, which was an
increase  of  $2,413,165,  or  38%  over the prior year period.  The network and
storage  solutions  business  segment  contributed  92% of total revenue for the
current six month period.  The Company was able to increase its revenue over the
2003  period  primarily  by  the  addition  of  sales personnel who had previous
customer  relationships  and  has  opened  a  sales office in Dallas, Texas with
satellite  offices  in Austin, Texas and Oklahoma City, OklahomaThe 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 six months ended June 30,
2004  was  $728,442,  which  was  8%  of  total  revenue.  As the acquisition of
NewBridge  did  not  occur  until  July  31, 2003, there was no revenue from the
communications  deployment  business  segment  during  the  2003  period.

     Of  the  revenue  generated  for  the  six  months ended June 30, 2004, one
customer  provided  in excess of 10% of the Company's revenue with The Methodist
Hospital  contributing 26% of the revenue.  No other customer provided more than
10%  of  the Company's revenue for the 2004 period.  If the Company were to lose
this  customer,  its  financial  results  may  be  negatively  affected.

     Cost  of sales.  Total cost of sales for the six months ended June 30, 2004
was $8,247,674, an increase of $2,809,889, or 52%, over the prior year period of
$5,437,785.  The communications deployment business segment had no cost of sales
in  the  2003  period.  The  Company  hired  a consulting manager to replace its
former CEO and added several consulting engineers during the quarter ended March
31,  2004  to  begin  growing its business through selling these services to its
existing  client  base.  Additionally  for  the  network  and  storage solutions
business  segment,  the  cost  of  hardware and software as a percent of revenue
increased  from  81%  for the 2003 period to 88% for the 2004 period which was a
result of the addition of a major customer which received favorable pricing from
the  Company.  In  order to obtain and retain this customer, the Company lowered
its  standard  pricing  for  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 became a customer of the Company during the three months
ended  June  30, 2003.  The Company does not anticipate the favorable pricing it
has  granted  to  this  customer  will  change  in  the  future.

     For  the  network  and storage solutions business segment, cost of sales is
comprised  of  the costs associated with acquiring hardware and software to fill
customer  orders.  For  the  consulting services business segment, cost of sales
consists  of  full-time  personnel  and  contract employee costs associated with
projects  eLinear  provides  to its customers for a fee.  For the communications
deployment  business  segment, cost of sales consists of materials and personnel
to  build the customer infrastructure.  The increase in cost of sales was due to
the  cost  of  procuring  hardware  and  software  to fill an expanded number of
customer  orders.  The  Company's  principal  suppliers of hardware and software
products  are Hewlett Packard and Cisco Systems, which contributed approximately
47%  of  its  sales  for  the  six  months  ended  June  30,  2004.  The Company
anticipates  they  will  continue  to  be its principal suppliers in the future.
Total  hardware  and  software  costs  amounted to $7,603,657 for the six months
ended  June  30, 2004.  The Company anticipates that cost of sales will increase
as  revenue  increases.

     Gross  profit.  Total  gross  profit  increased from $1,177,471 for the six
months  ended  June  30,  2003,  to $1,258,413 for the six months ended June 30,
2004.  Total  gross profit as a percentage of revenue decreased from 18% for the
six  months  ended  June  30,  2003  to  13%  for  the  current year period.  As
previously  described,  the  Company  has  hired  additional  personnel  in  its
consulting  services  business  segment in order to market those services to its
existing  customer  base and granted favorable pricing to a major customer which
resulted  in  the decrease in gross profit as a percent of revenue.  The Company
had  not  experienced  an  increase  in  revenue  associated  with  the


                                       16
<PAGE>
increased  staffing  costs  during  the  six  months  ended  June  30, 2004, but
anticipates  its  revenue and profit margin will improve in the future from this
business  segment.

     Operating expenses.  Total operating expenses for the six months ended June
30,  2004  were  $4,276,798,  an increase of $2,946,110, or 221%, over the prior
year  period  of  $1,330,688.  The  various  components  of this increase are as
follows:

     -    The  Company has added additional personnel in its network and storage
          solutions  business  segment  to  facilitate  the  rapid  increase  in
          customer  orders,  and  it  has  reduced  personnel  in its consulting
          services  business  segment,  reflecting  an  increase  in  the use of
          subcontractors  to  execute on projects as opposed to hiring full-time
          employees.  At June 30, 2003, the Company employed 16 personnel in the
          network and storage solutions business segment, which had increased to
          36  as  of  June  30,  2004.  Additionally, the Company opened a sales
          office  in  Dallas,  Texas  and satellite offices in Austin, Texas and
          Oklahoma  City,  Oklahoma.  There  were  no  payroll and related costs
          incurred  during  the  prior  year  period  for  the  communications
          deployment business segment. The net effect was an increase in payroll
          and  related  costs  of $908,143, which costs are composed of payroll,
          payroll  taxes  and  health  insurance.

     -    Office  administration  expenses  increased from $134,532 for the 2003
          period  to  $720,250  for  the  six  months  ended  June 30, 2004. The
          components  of  office  administration are office rent expense, office
          expenses,  staff  development  and dues and subscriptions. The Company
          incurred  start-up  costs  when  opening  its sales offices in Dallas,
          Austin  and  Oklahoma City and relocated its corporate headquarters in
          Houston,  Texas.  The  Company does not anticipate these costs will be
          incurred  in  the  future.

     -    Professional  services,  which  is  comprised of legal, accounting and
          consulting  fees, decreased from $448,386 for the previous year period
          to  $391,204  for  the current fiscal period. The Company has incurred
          additional  legal,  accounting  and  outside  services fees during the
          current  fiscal  year  in  association with its financings and current
          litigation  which  was  partially  offset  by  a reduction in contract
          services.

     -    As  previously  discussed,  in  March  2004  the  consulting  services
          reporting  unit  lost  its  largest  consulting contract and the other
          operations that had been acquired in the eLinear purchase had declined
          due  to  the  loss  of a key employees after the acquisition. Based on
          projected  future  cash  flows  from  the  reporting  unit, management
          determined  a  full  impairment  charge  of  $451,925  was  required.

     -    Other  expenses  increased  from  $64,261  for  prior  year  period to
          $1,099,628 for the current fiscal period. The Company has initiated an
          investor  awareness/marketing  program  to  reach  out  to current and
          potential  investors  and  provide them with current news releases and
          information  about  eLinear  as  well  as to establish nationwide name
          recognition  to  build  the  "eLinear" name brand for future business.
          This  program  consists  of  investor  conferences,  electronic  media
          distribution,  newspaper  coverage, third party representation through
          introduction to institutional entities and radio coverage. The program
          was  designed  by in-house eLinear employees. The cost of this program
          during  the  six  months  ended June 30, 2004 approximated $956,000. A
          majority  of  the  remaining expenses was the Company's listing fee to
          the  American  Stock  Exchange.

     Interest  Expense.  Interest expense for the six months ended June 30, 2004
increased  to  $712,490  from  $6,187 for the prior year period.  Of this amount
$419,707  was  attributable to a one time write-off of debt discounts associated
with  the  Laurus  credit  facility.  The  balance  was  attributable  to  the
amortization  of  debt discounts and interest charges associated with the Laurus
credit  facility.

     Net  Loss.  The  net  loss  for  the  six  months  ended  June 30, 2004 was
$3,720,240,  or  $0.20  per  share  basic and diluted, compared to a net loss of
$159,404, or $0.01 per share basic and diluted, for the previous year period.


                                       17
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     Changes  in  cash  flow.  Net cash used in operating activities for the six
months  ended  June  30, 2004, was $4,716,546 compared to $142,356 for the prior
year  period.  This  was  an  increase of $4,574,190 over the prior year period.
The  primary components of net cash used in operating activities for fiscal 2004
were  a  net loss of $3,720,240, increases in accounts receivable resulting from
increased sales when compared to the prior fiscal period and increased purchases
of  inventory  associated  with  the  increase in sales.  The Company utilized a
portion  of  the  cash  received  from  its  sales of common stock to reduce its
accounts payable.  The cash used in operating activities was partially offset by
non-cash  charges  totaling  $1,758,336.  Cash  used  in  investing  activities
increased  from  $8,373  for  the prior year fiscal period to $1,332,261 for the
current fiscal period.  The Company utilized a portion of the cash received from
its  sales of common stock to purchase a certificate of deposit in the amount of
$500,000  and to place $500,000 in a restrictive account.  The Company purchased
computer  hardware, office equipment and furniture during the current period for
its  new  offices  and  employees.  The  Company  does not believe it will incur
significant  purchases  in  the  future.  Cash  provided by financing activities
increased  from  $252,879 for the prior year fiscal period to $6,778,735 for the
current  fiscal period.  This increase was attributable to sales of common stock
of  $4,586,103,  net proceeds from the Laurus financing agreement of $2,335,741,
and the exercise of stock options of $345,594.  This was partially offset by the
repayment  of  notes  due  to Messrs. Allen and Casey of $215,703 and payment of
$273,000 in finders fees associated with the Laurus financing agreement

     Capital  Resources.  The Company has funded its operations through the sale
of  common  stock, the exercise of stock options, short-term borrowings from two
of  its  officers,  lines  of credit and the Laurus financing agreement.  During
January  and  February  2004,  the  Company  sold  shares of common stock in two
private  placements  for  aggregate  net proceeds of $4,584,591.  During the six
months  ended  June 30, 2004, the Company received $345,594 through the exercise
of  stock  options.  NetView  has  funded  its  operations  by way of loans from
Messrs. Allen and Casey.  At December 31, 2003, the amount due these individuals
was  $215,703.  These  notes  were  subsequently  repaid  during  January  2004.
NetView  has  funded  its  purchases  of  network and storage solutions products
primarily  through  vendor  provided  financing  arrangements.  In  March  2003,
NetView  obtained a $1 million line of credit from Textron Financial Corporation
to  fund  purchases  of  network  and  storage solutions product for delivery to
customers.  This  line  of credit was secured by all of its assets.  In February
2004,  the  Company  retired  this line of credit, and entered into a new credit
facility  with  Laurus  Master  Fund  discussed  below.

     Liquidity.  As  of  June  30,  2004,  the  Company  had  cash  balances  in
non-restricted  accounts  of  $1,790,443  and  positive  working  capital  of
$5,585,880.  In  January  2004,  the  Company  completed  a private offering and
raised  gross proceeds of $2,533,850.  In February 2004, the Company completed a
private  offering  and  raised  gross  proceeds  of  $2,460,000.  Both  of these
agreements  include  warrants,  which,  if  exercised, would raise an additional
$8,029,621.

     In February 2004, the Company obtained a secured revolving note with Laurus
Master Fund, Ltd. ("Laurus").  Under the terms of the agreement, the Company can
borrow  up  to  $5,000,000 at an annual interest rate of prime plus .75% (with a
minimum  rate  of  4.75%).  The  agreement contains two notes: a minimum secured
revolving  note  totaling  $2,000,000  and  a revolving credit facility totaling
$3,000,000 based on eligible accounts receivable.  At June 30, 2004, the Company
had  drawn  down $2,000,000 under the term loan and $555,241 under the revolver.

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

     As  part  of  the  above  credit  facility,  the  Company  agreed to file a
registration  statement  with  the  SEC  in  order to register the resale of any
shares  issuable  upon conversion of up to $2 million of the credit facility and
upon  the  exercise of the warrants within 15 days of the Company's current SB-2
becoming  effective or 150 days from February 23, 2004, whichever is earlier. If
the  Company  does  not  file  the SB-2 within the required timeframe it will be
required  to  pay  a  1.5% fee every thirty days. Laurus is limited to owning or
beneficially  owning  a  maximum of 4.99% of the Company's outstanding shares of
common  stock.


                                       18
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

     The Company does not have any off-balance sheet arrangements.

NEW ACCOUNTING PRONOUNCEMENTS

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

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

Item 3.   Controls and Procedures

     In  accordance  with  the Securities Exchange Act of 1934 ("Exchange Act"),
the  Company  carried  out  an  evaluation,  under  the supervision and with the
participation of management, including its Chief Executive Officer and Principal
Accounting  Officer,  of  the  effectiveness  of  its  disclosure  controls  and
procedures  as  of  the end of the period covered by this report.  Based on this
evaluation,  the  Company's  Chief  Executive  Officer  and Principal Accounting
Officer  concluded  that  the  Company's disclosure controls and procedures were
effective  as of June 30, 2004, to provide reasonable assurance that information
required  to  be  disclosed in its reports filed or submitted under the Exchange
Act  is  recorded,  processed,  summarized  and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.


                                       19
<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 the Company's
common  stock  received by the sole shareholder of Imagenuity in connection with
the  merger  of Imagenuity with and into eLinear's subsidiary.  After the filing
of  the  complaint,  eLinear's  subsidiary,  eLinear Corporation, was added as a
defendant.  The  Company  intends  to  vigorously  contest  the case.  While the
Company  believes  the  case to have no merit, at this stage it is impossible to
predict  the  amount  or  range  of  potential  loss,  if  any.

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

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

     On October 17, 2003, the Company filed a civil suit against Jon Ludwig, its
former  CEO,  for  the  following  causes  of  action: breach of fiduciary duty;
negligent  misrepresentation;  theft  of  trade  secrets;  theft/conversion  of
property;  wrongful  interference  with  existing and prospective contracts; and
civil  conspiracy.  This case is currently in the 127th Judicial District in the
District  Court  of  Harris County, Texas.  As of June 30, 2004, the Company has
not  requested  a  specific  damage  amount.  Discovery  in  this case is at the
beginning  stages.  Ipath,  a  direct  competitor of the Company and the current
employer of defendant Ludwig, was added as an additional defendant.  The Company
has  claimed against Ipath for its complicity with Ludwig in the latter's breach
of  fiduciary  duty.

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  April  and  May 2004, the Company issued a total of 7,500 shares of its
common  stock  to  an  individual for consulting services.  The individual was a
sophisticated  person.


                                       20
<PAGE>
Item 3    Defaults Upon Senior Securities - None

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

Item 5.   Other Information - None


                                       21
<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)


                                       22
<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
<FN>
*    Indicates management contract or compensatory plan or arrangement.
</TABLE>

     (b)  Reports  on  Form  8-K.

          Registrant  filed  a  report  on  Form 8-K on May 27, 2004, disclosing
     events  pursuant to Item 12 (Results of Operations and Financial Condition)
     of  Form 8-K. As part of Exhibit 99.1 to such report, the Company announced
     record  revenue  of  $4.2  million  for  the  quarter ended March 31, 2004,
     released  condensed  balance  sheets  and  statements of operations for the
     three  Months  ended March 31, 2004 and 2003, and significant first quarter
     achievements.


                                       23
<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       August 23, 2004
----------------------------    and Director
Kevan M. Casey


/s/ Jim C. Pyle               Principal Accounting Officer  August 23, 2004
----------------------------
Jim C. Pyle


                                       24
<PAGE>