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 March 31, 2004

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

                         Commission File Number 0-07418

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


           Delaware                                      76-0478045
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

     2901 West Sam Houston Parkway North, Suite E-300, Houston, Texas 77043
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (713) 896-0500
--------------------------------------------------------------------------------
                           (Issuer's telephone number)



     Check  whether the issuer has (1) filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that  the registrant was required to file such reports) and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

                              Yes [X]    No [ ]
                                   -         -

     As of May 21, 2004, there were outstanding 20,549,767 shares of common
stock, $.02 par value per share.

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


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

                                                                        Page No.
                                                                        --------
PART I    FINANCIAL INFORMATION


          Item 1.   Financial Statements

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

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

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

                    Notes to Unaudited Consolidated Financial Statements   6

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

          Item 3.  Controls and Procedures                                 17

PART II   OTHER INFORMATION                                                18

          Item 1.  Legal Proceedings

          Item 2.  Changes in Securities and Use of Proceeds               18

          Item 3.  Defaults Upon Senior Securities                         19

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

          Item 5. Other Information                                        19

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


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

Item 1. FINANCIAL STATEMENTS

                                            eLINEAR, INC.
                                     CONSOLIDATED BALANCE SHEETS


                                                                          March 31,     December 31,
                                                                            2004           2003
                                                                        ----------------------------
                                                                        (Unaudited)
<S>                                                                     <C>           <C>
                                  ASSETS

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

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable, trade                                             $   652,571   $   1,101,603
    Payable to officers                                                          --          36,336
    Accrued liabilities                                                     224,683         148,747
    Notes payable, officers                                                      --         215,703
                                                                        ----------------------------
        Total current liabilities                                           877,254       1,502,389
    Long-term debt, net                                                   1,055,556              --
Shareholders' equity:
    Preferred stock, $.02 par value, 10,000,000 shares authorized,
      none issued                                                                --              --
    Common stock, $.02 par value, 100,000,000 shares authorized,
      20,530,167 and 17,020,754 shares issued and outstanding at
      March 31, 2004 and December 31, 2003, respectively                    410,603         340,415
    Additional paid-in capital                                           10,855,157       3,982,631
    Accumulated deficit                                                  (2,876,389)     (1,395,739)
                                                                        ----------------------------
         Total shareholders' equity                                       8,261,871       2,927,307
                                                                        ----------------------------
Total liabilities and shareholders' equity                              $10,322,181   $   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 MONTHS ENDED MARCH 31, 2004 AND 2003
                                    (UNAUDITED)


                                                             2004         2003
                                                        --------------------------
<S>                                                     <C>           <C>

Revenue:
    Products                                            $ 3,956,625   $ 3,060,618
    Services                                                218,453        90,524
                                                        --------------------------
        Total revenue                                     4,175,078     3,151,142
                                                        --------------------------

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

Operating expenses:
    Payroll and related expenses                            534,998       248,226
    Office administration                                   229,094        63,248
    Professional services                                   201,897       167,825
    Impairment of goodwill                                  451,925            --
    Other                                                   471,255        16,097
    Depreciation                                              8,505         3,394
                                                        --------------------------
     Total operating expenses                             1,897,674       498,790
                                                        --------------------------

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

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

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

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


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                       eLINEAR, INC.
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                       (UNAUDITED)


                                                                     2004         2003
                                                                 ------------------------
<S>                                                              <C>           <C>

Cash flows used in operating activities:
    Net income (loss)                                            $(1,480,650)  $  84,555
    Adjustments to reconcile net income (loss) to cash used in
     operating activities:
        Depreciation                                                   8,505       3,394
        Impairment of goodwill                                       451,920          --
        Amortization of debt discounts                                36,930          --
        Stock  based compensation                                    239,474          --
        Changes in assets and liabilities:
            Certificate of deposit                                  (500,000)         --
            Cash in restricted accounts                             (500,000)         --
            Accounts receivable                                     (915,881)   (114,353)
            Note receivable                                               --     (53,500)
            Inventory                                               (117,600)   (175,771)
            Other current assets                                     (17,173)     (2,943)
            Accounts payable                                        (449,032)     63,449
            Payable to officers                                      (31,336)     91,000
            Accrued liabilities                                       70,934      (4,429)
                                                                 ------------------------
Net cash used in operating activities                             (3,203,909)   (108,598)
                                                                 ------------------------

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

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

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

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

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


                                        6
<PAGE>
                                  ELINEAR, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


Note 1. Organization and Nature of Business

     STATEMENT OF INFORMATION FURNISHED

     The  accompanying  unaudited  consolidated financial statements of eLinear,
Inc.  and  Subsidiaries (the "Company" or "eLinear") have been prepared pursuant
to  the  rules  and  regulations  for  interim  financial  information  and  the
instructions to Form 10-QSB and Regulation S-B. Accordingly, certain information
and  footnote  disclosures normally included in financial statements prepared in
accordance  with  generally  accepted accounting principles in the United States
have  been  omitted.  In  the  opinion of management, the unaudited consolidated
financial  statements  contain  all  adjustments  (consisting  of  only  normal
recurring  accruals)  necessary  to  present fairly the financial position as of
March  31,  2004,  and  the  results  of operations and cash flows for the three
months  ended  March  31,  2004  and  2003.

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

     Stock  Options

     At  March  31,  2004, the Company had stock-based compensation plans, which
are more fully described in Note 8 in the Company's Annual Report on Form 10-KSB
as  filed  on February 13, 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.  In  order  to remain fully effective, the Plan must be approved by the
shareholders  prior  to February 10, 2005. There were no options issued pursuant
to  the  2004  Plan  as  of  March  31,  2004.

     The  Company  applies  and intends to continue to apply the recognition and
intrinsic  value  measurement  principles  of  Accounting Principles Board (APB)
Opinion  No.  25,  "Accounting  for  Stock  Issued  to  Employees,"  and related
Interpretations  in  accounting  for  those  plans.  No stock-based compensation
expense was reflected in the net loss for the three month period ended March 31,
2004  because no options granted under the plans had an exercise price less than
the market value of the underlying common stock on the date of the grant and did
not  begin  to  vest  until  after  March  31,  2004.


                                        7
<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>
                                                         Three Months Ended
                                                              March 31,
                                                      ------------------------

                                                      ------------------------
                                                          2004       2003
                                                      ------------------------
<S>                                                   <C>           <C>

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

     Net income (loss) per share:
         Basic and diluted - as reported                   ($0.09)  $     0.01
                                                      ============  ==========
         Basic and diluted - pro forma                     ($0.09)  $     0.01
                                                      ============  ==========
</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  225%,  risk-free
interest  rate  of  1.5%,  and  expected  life  of  48  months.


Note 2. Impairment

     In  March  2004,  the Company recorded impairment expense totaling $451,925
related  to  100%  of  the goodwill related to the 2003 eLinear acquisition.  In
March  2004,  the consulting services reporting unit lost its largest consulting
contract and the other operations that had been acquired in the eLinear purchase
had  declined  due to the loss of key employees after the acquisition.  Based on
projected estimated future cash flows from the reporting unit purchased in 2003,
management  determined  a  full  impairment  charge  was  required.

Note 3. Credit Facilities

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

Revolver

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


                                        8
<PAGE>
or  similar  events.  As  of  March  31,  2004,  the  Company  had approximately
$1,000,000  outstanding  under  the  revolver.


                                        9
<PAGE>
Term Note

     The  term  note  has  a  term of three years. The Company has the option of
paying  scheduled  interest  and principal, or prepaying all or a portion of the
term note with shares of its common stock at the fixed conversion price of $2.91
per  share,  provided that the closing price of the common stock is greater than
$3.20 per share for the five trading days immediately preceding the payment date
and  that  the shares are registered with the Securities and Exchange Commission
or  with  cash at 115% of the outstanding balance. Laurus also has the option to
convert  all  or  a portion of the term note into shares of the Company's common
stock  at  any time, subject to certain limitations, at a fixed conversion price
of  $2.91  per  share.  The term note is secured by a blanket lien on all of the
Company's  assets.  In  conjunction with the term note, Laurus was paid a fee of
$219,500  and  received a seven-year warrant to purchase up to 290,000 shares of
the  Company's common stock at prices ranging from $3.05 to $3.32 per share. The
warrants,  which  are  exercisable  immediately, were valued at $478,200 using a
modified Black-Scholes option pricing model. The value of these warrants and the
fees  paid  to  Laurus  were recorded as a discount to the term note and will be
amortized  over  the  term  of  the  loan  using  the effective interest method.

     The  term  note is considered to have a beneficial conversion feature since
the  fair  market value of the common stock issuable upon conversion of the term
note  exceeded the value allocated to the term note on the date of issuance. The
difference  between  the market value of the shares issuable upon conversion and
the value allocated to the term note of $1,302,293 is considered to be the value
of  the  beneficial  conversion  feature. The value of the beneficial conversion
feature  has  also  been  recorded  as  a  discount to the term note and will be
amortized  over the term of the loan using the effective interest method. In the
event  the  investors  convert  the  debentures  prior  to  the  maturity of the
agreements, then generally accepted accounting principles require the Company to
expense  the  unamortized  balance  of  the  debt  discount  in  full.


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

Note 4. Common Stock

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


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


     In  February 2004, the Company sold 1,230,000 shares of its common stock at
a  price  of  $2.00  per  share, together with five-year warrants to purchase an
aggregate  of  676,500  shares of common stock at an exercise price of $3.00 per
share  (the  "Class  A  Warrants"),  and  warrants to purchase 676,500 shares of
common  stock  at  an exercise price of $2.50 per share (the "Class B Warrants")
expiring  on the earlier of two years from the closing date or one year from the
date  a  registration  statement registering the resale of the shares underlying
the warrants and the shares becomes effective for an aggregate purchase price of
$2,460,000,  in  a  private placement transaction. The Company received proceeds
totaling  $2,257,800,  net  of  offering  costs  of  $202,200.


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


     In January 2004, the Company sold 1,964,223 shares of its common stock at a
price  of  $1.29  per  share,  together  with  five-year warrants to purchase an
aggregate  of 1,178,535 shares of common stock at an exercise price


                                       10
<PAGE>
of  $1.89 per share (the "Class A Warrants"), and warrants to purchase 1,090,145
shares  of  common  stock  at  an exercise price of $1.55 per share (the Class B
Warrants"),  expiring on the earlier of fourteen months from the closing date or
eight  months  from  the date a registration statement registering the resale of
the  shares  underlying  the  warrants  and  the shares becomes effective for an
aggregate  purchase price of $2,533,850, in a private placement transaction. The
Company  received  proceeds  totaling  $2,326,481,  net  of  offering  costs  of
$207,369.


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


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


Note 5. Common Stock Warrants

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

<TABLE>
<CAPTION>
                                   Outstanding
          Exercise Price             Warrants   Expiration Date
     ----------------------------------------------------------
<S>                                <C>          <C>

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


All warrants are exercisable at March 31, 2004.

Note 5. Industry Segments

     The  Company  has  adopted  the  provisions  of  Statements  of  Financial
Accounting  Standards  No. 131, "Disclosures about Segments of an Enterprise and
Related  Information"  ("SFAS  131").  At  March  31,  2004, the 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;


                                       11
<PAGE>
<TABLE>
<CAPTION>
                            FOR THE QUARTER ENDED MARCH 31, 2004


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


<TABLE>
<CAPTION>
                          FOR THE QUARTER ENDED MARCH 31, 2003


                                        Network and
                            Consulting    Storage    Communications
     Dollars ($)             Services    Solutions     Deployment    Consolidated
                            -----------------------------------------------------
<S>                         <C>         <C>          <C>             <C>
                            -----------------------------------------------------
     Revenue                        --    3,151,142              --     3,151,142
     Segment profit                 --       84,555              --        84,555
     Total assets                   --    1,999,441              --     1,999,441
     Capital expenditures           --           --              --            --
     Depreciation                   --        3,394              --         3,394
</TABLE>

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


                                       12
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION

     The  following discussion and analysis of the Company's financial condition
as  of March 31, 2004, and its results of operations for the three-month periods
ended  March  31,  2004 and 2003, should be read in conjunction with the audited
consolidated  financial  statements  and notes included in eLinear's Form 10-KSB
filed  with  the  Securities  and  Exchange  Commission.

OVERVIEW

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

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

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

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

     The Company has operated as a technology consulting business since December
1999.  It  acquired  its  Internet  consulting business as a result of a reverse
merger  with  Imagenuity  in  1999.  Since 1999 to date, its Internet consulting
business  consisted  of  Internet consulting services, creative web site design,
web  site  content  management and software and technical project management and
development  services.  For  the  quarter  ended  March 31, 2004, the consulting
segment  contributed  1%  of its revenue. From 1995, its inception, the Company,
which  at  the time was named Kinetics.com, was engaged in marketing proprietary
software  programs  for  use on the world wide web of the Internet. Kinetics.com
marketed  two  software  programs  designed for use on the Web in 1995 and 1996.
During 1996, several creditors of Kinetics.com obtained court judgements against
it as a result of non-payment of financial obligations and in 1997, Kinetics.com
transferred  all of its assets to an unaffiliated third party. Subsequent to the
asset  transfer,  the  only  activities of Kinetics.com consisted of negotiating
settlements with its creditors and attempting to identify a suitable acquisition
or  merger candidate. While Kinetics.com was the survivor in the merger, from an
accounting  standpoint,  the  transaction  was  accounted for as though it was a
recapitalization  of  Imagenuity  and a sale of shares by Imagenuity in exchange
for  the  net  assets  of Kinetics.com. On July 31, 2000, it changed its name to
eLinear,  Inc.

     The  Company completed the acquisitions of NetView and NewBridge during the
last  fiscal  year.  In  April  2003, eLinear issued 12,961,979 shares of common
stock  for  all of the outstanding common stock of NetView. After the merger the
stockholders  of  NetView  owned  approximately  90%  of  eLinear.

     Although  NetView  became  its  wholly  owned  subsidiary,  for  accounting
purposes  this  transaction  was  treated  as  an  acquisition  of eLinear and a
recapitalization  of  NetView  using  the  purchase  method  of  accounting. The
acquisition  resulted  in  goodwill  of  $451,925.  In  March  2004, the Company
recorded  impairment  expense  totaling $451,925 related to 100% of the goodwill
related  to the 2003 eLinear acquisition. In March 2004, the consulting services
reporting  unit  lost  its  largest consulting contract and the other operations
that  had  been acquired in the eLinear purchase had declined due to the loss of
key  employees  after  the acquisition. Based on projected estimated future cash
flows  from  the  reporting unit purchased in 2003, management determined a full
impairment  charge  was  required.  Since  NetView is deemed to be the acquiring
company  for  accounting  purposes,  the  financial information


                                       13
<PAGE>
for  the  quarters ended March 31, 2004 and 2003 is information derived from the
consolidated financial statements of NetView, which contributed 95% of eLinear's
revenue  for  the  quarter  ended  March  31,  2004.

     In  July  2003,  eLinear  completed  the acquisition of all the outstanding
shares  of NewBridge. Pursuant to the transaction, eLinear issued 850,000 shares
of  common  stock  valued  at $1,062,500, using the average of the bid and asked
prices  on July 31, 2003, and options to purchase 300,000 shares of common stock
valued  at  $274,000, using Black-Scholes, to the shareholders of NewBridge. The
acquisition  was accounted for using the purchase method of accounting resulting
in  goodwill  of  $1,491,102.  NewBridge contributed 4% of eLinear's revenue for
quarter  ended  March  31,  2004.

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

RECENT DEVELOPMENTS

     In  January  2004,  the  Company  completed  a private offering in which it
raised  gross proceeds of $2,533,850.  In February 2004, the Company completed a
private offering in which it raised gross proceeds of $2,460,000.  Both of these
agreements  included  warrants,  which if exercised would bring in an additional
$6,992,156.  In  each  of these offerings the Company issued its common stock at
prices  below  the  then  market  price.

     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 and have the registration
statement  declared  effective  by  a  definitive  date, or it has agreed to pay
Laurus  damages.

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  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.


                                       14
<PAGE>
     Goodwill

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

     Allowance  for  Doubtful  Accounts

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

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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


                                       15
<PAGE>
     Prior  to  the  acquisitions  of  NetView  and  NewBridge,  eLinear  was  a
technology  consulting  services  firm providing strategic consulting solutions,
creative  web  site  design,  web site content management software and technical
project  management  and  development  services to companies seeking to increase
productivity  or  reduce costs through investing in technology.  The information
technology outsourcing and consulting industry in which the Company operates has
declined  drastically  with  substantial  overall  reductions  in  information
technology  investments.  This  has resulted in a dramatic reduction in spending
for  information  technology services overall, and a significant decrease in the
amount  of  services  the Company is able to sell.  In order to reduce costs the
Company  closed  its  offices  in  Denver  during  2002 and has concentrated its
marketing  efforts  in the Houston market.  However, due to the failure of Enron
Corp.  and weakening financial conditions of companies such as Dynegy Energy and
Reliant  Resources,  the  Houston  market for information technology services in
2003  and  2004  has  been  hit  particularly  hard.

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

     Revenue.  Total revenue for the quarter ended March 31, 2004 was $4,175,078
which  was an increase of 33% over the prior year period of $3,151,142.  Revenue
from  the  consulting  services business segment for the quarter ended March 31,
2004  was  $46,945,  which  was  1%  of  total revenue.  The consulting services
business  segment  has seen a significant decline in customer utilization during
2004  and  2003.  Due  to  the  significant  reduction in customers, the Company
significantly  reduced  its number of full-time employees and contract personnel
during  this period in order to reduce costs and conserve its limited resources.
In  addition,  the  former CEO and primary consultant of the Company resigned in
May  2003  and  the  Company lost its primary consulting customer in March 2004.
The  Company  does  intend  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
quarter  ended March 31, 2004 was $3,956,625, which was an increase of $805,483,
or  26% over the prior year quarter.  The network and storage solutions business
segment  contributed  95%  of  total  revenue for the current year quarter.  The
Company  was  able to increase its revenue over the 2003 period primarily by the
addition  of  sales  personnel  who  had  previous  customer relationships.  The
increase  in  revenue  was due to an increase in the amount of products sold and
was  not  affected  by  an increase in pricing.  The Company intends to focus on
adding  additional  customers and personnel to service these customers.  Revenue
from  the communications deployment business segment for the quarter ended March
31,  2004  was  $171,508,  which  was  4%  of  total  revenue.

     Of  the  revenue  generated  for  the  quarter  ended  March  31, 2004, two
customers  provided  in  excess  of  10%  of  the  Company's  revenue  with  one
contributing  19%  and  the  other 16% of total revenue.  If the Company were to
lose  any  of these customers, its financial results may be negatively affected.

     Cost  of  sales.  Total  cost of sales for the quarter ended March 31, 2004
was $3,714,762, an increase of $1,151,359, or 45%, over the prior year period of
$2,563,403.  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.  This amounted to $3,514,148 for quarter ended March
31,  2004.  The  Company anticipates that cost of sales will increase as revenue
increases.

     Gross  profit.  Total  gross profit decreased from $587,739 for the quarter
ended  March  31, 2003, to $460,316 for the quarter ended March 31, 2004.  Total
gross profit as a percentage of revenue decreased from 19% for the quarter ended
March  31,  2003  to 11% for the current quarter.  In order to grow its business
with  new


                                       16
<PAGE>
customers,  the  Company  accepted some lower margin business during the current
fiscal  quarter.  The  Company anticipates its profit margin will improve in the
future.

     Operating  expenses.  Total  operating expenses for the quarter ended March
31,  2004  were  $1,897,674,  an increase of $1,398,884, or 281%, over the prior
year  quarter  of  $498,790.  The  various  components  of  this increase are as
follows:

     -    The  Company has added additional personnel in its network and storage
          solutions  business  segment  to  facilitate  the  rapid  increase  in
          customer  orders,  and  it  has  reduced  personnel  in its consulting
          services  business  segment,  reflecting  an  increase  in  the use of
          subcontractors  to  execute on projects as opposed to hiring full-time
          employees. At March 31, 2003, the Company employed 13 personnel in the
          network and storage solutions business segment, which had increased to
          20  as  of  March  31, 2004. The number of employees in the consulting
          services  and  communications deployment business segments as of March
          31, 2004 were 6 and 7, respectively. There were no payroll and related
          costs  incurred  during  the  prior  fiscal quarter for the consulting
          services  or communications deployment business segmentsThe net effect
          was  an increase in payroll and related costs of $286,772, which costs
          are  composed  of  payroll,  payroll  taxes  and  health  insurance.

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

     -    Professional  services,  which  is  comprised of legal, accounting and
          consulting fees, increased from $167,825 for the previous year quarter
          to  $201,897  for the current fiscal quarter. The Company has incurred
          additional  legal,  accounting  and  outside  services fees during the
          current  fiscal  quarter.

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

     -    Other  expenses  increased  from  $16,097  for  prior  year quarter to
          $471,255  for the current fiscal quarter. The Company has initiated an
          investor  awareness  program  for current and potential investors. The
          increase  is  due to the increased costs associated with this program.

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

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

LIQUIDITY AND CAPITAL RESOURCES

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


                                       17
<PAGE>
proceeds  from the Laurus financing agreement of $2,539,515, and the exercise of
stock  options  of $338,150. This was partially offset by the repayment of notes
due  to  Messrs.  Allen  and  Casey  of  $215,703.

     Capital  Resources.  The Company has funded its operations through the sale
of  common  stock, the exercise of stock options, short-term borrowings from two
of  its  officers,  lines  of credit and the Laurus financing agreement.  During
January  and  February  2004,  the  Company  sold  shares of common stock in two
private placements for aggregate net proceeds of $4,584,591.  During the quarter
ended  March  31,  2004,  the  Company received $338,150 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  March  31,  2004,  the  Company  had  cash  balances in
non-restricted  accounts  of  $4,533,168  and  positive  working  capital  of
$7,580,049. In January 2004, the Company completed a private offering and raised
gross  proceeds of $2,533,850. In February 2004, the Company completed a private
offering  and  raised  gross  proceeds  of  $2,460,000. Both of these agreements
include  warrants,  which,  if  exercised, would raise an additional $8,029,621.

     In February 2004, the Company obtained a secured revolving note with Laurus
Master  Fund, Ltd. ("Laurus"). Under the terms of the agreement, the Company can
borrow  up  to  $5,000,000 at an annual interest rate of prime plus .75% (with a
minimum  rate  of  4.75%).  The  agreement contains two notes: a minimum secured
revolving  note  totaling  $2,000,000  and  a revolving credit facility totaling
$3,000,000 based on eligible accounts receivable. At March 31, 2004, the Company
had drawn down $2,000,000 under the revolver and $1,000,000 under the term note.

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

OFF-BALANCE SHEET ARRANGEMENTS

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

NEW ACCOUNTING PRONOUNCEMENTS

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

     SFAS  No.  150,  "Accounting  for  Certain  Financial  Instruments  with
Characteristics  of  Both  Liabilities  and  Equity," was issued in May 2003 and
requires  issuers  to  classify  as  liabilities  (or  assets  under  certain
circumstances)  three  classes  of  freestanding  financial  instruments  that
represent  obligations  for  the issuer. SFAS No. 150 is effective for financial
instruments  entered  into  or  modified  after  May  31,  2003 and is otherwise
effective  at the 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.


                                       18
<PAGE>
Item 3. Controls and Procedures

     With the participation of management, the Company's chief executive officer
and principal accounting officer evaluated the Company's disclosure controls and
procedures  for the quarter ended March 31, 2004.  Based on this evaluation, the
chief  executive officer and the principal accounting officer concluded that the
disclosure  controls  and  procedures  are  effective  in  connection  with  the
Company's filing of its quarterly report on Form 10-QSB for the quarterly period
ended  March  31, 2004.  There have been no significant changes in the Company's
internal  controls  or  in  other  factors that could significantly affect these
controls,  including  any  significant  deficiencies  or  material weaknesses of
internal  controls  that  would  require  corrective  action.


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

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

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

     On October 17, 2003, the Company filed a civil suit against Jon Ludwig, its
former  CEO,  for  the  following  causes  of  action: breach of fiduciary duty;
negligent  misrepresentation;  theft  of  trade  secrets;  theft/conversion  of
property;  wrongful  interference  with  existing and prospective contracts; and
civil  conspiracy.  This case is currently in the 127th Judicial District in the
District  Court  of Harris County, Texas.  As of March 31, 2004, the Company has
not  requested  a  specific  damage  amount.  Discovery  in  this case is at the
beginning  stages.  Ipath,  a  direct  competitor of the Company and the current
employer of defendant Ludwig, was added as an additional defendant.  The Company
has  claimed against Ipath for its complicity with Ludwig in the latter's breach
of  fiduciary  duty.

Item 2. Changes in Securities and Use of Proceeds.

                     RECENT SALES OF UNREGISTERED SECURITIES

     All  of  the following transactions were completed pursuant to Section 4(2)
of  the Securities Act.  With respect to issuances made pursuant to Section 4(2)
of  the Securities Act, the transactions did not involve any public offering and
were  sold  to  a  limited  group  of  persons.  Each  recipient either received
adequate  information  about  the  Company  or had access, through employment or
other  relationships,  to such information, and the Company determined that each
recipient  had  such  knowledge and experience in financial and business matters
that  they  were  able  to evaluate the merits and risks of an investment in the
Company.

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

     In  January 2004, eLinear entered into a Securities Purchase Agreement with
16  accredited investors, pursuant to which it agreed to sell, and the investors
agreed to purchase, an aggregate of 1,964,225 shares of common stock, at a price
of $1.29 per share, together with five-year warrants to purchase an aggregate of
1,178,535  shares  of  common stock at an exercise price of $1.89 per share, and
warrants  to  purchase  1,090,145 shares of


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

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

     In February 2004, eLinear entered into a Securities Purchase Agreement with
16  accredited investors, pursuant to which it agreed to sell, and the investors
agreed to purchase, an aggregate of 1,230,000 shares of common stock, at a price
of $2.00 per share, together with five-year warrants to purchase an aggregate of
615,000  shares  of  common  stock  at an exercise price of $3.00 per share, and
warrants  to  purchase  615,000  shares  of common stock at an exercise price of
$2.50  per  share  expiring on the earlier of February 2006 or one year from the
date  the  Company's  registration  statement  on  Form  SB-2 becomes effective.

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

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

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

Item 3.  Defaults Upon Senior Securities - None

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

Item 5.  Other Information - None


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Item 6. Exhibits and Reports on Form 8-K

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

Exhibit No.    Description
-----------    -----------

2.1            Agreement  and  Plan  of  Merger, dated October 11, 1999, between
               Registrant,  eLinear  Corporation  and  Imagenuity,  Inc.
               (incorporated by reference to Exhibit A-1 to Registrant's Current
               Report  on  Form  8-K,  dated  October  25,  1999)
2.2            Agreement  and  Plan  of  Merger,  dated  April 15, 2003, between
               Registrant,  NetView  Acquisition Corp. and NetView Technologies,
               Inc.  (incorporated  by  reference to Exhibit 2.2 to Registrant's
               Annual  Report  on  form  10-KSB,  dated  April  15,  2002)
3.1            Articles  of  Incorporation  of  Registrant  (incorporated  by
               reference  to  Registrant's  Form  10-KSB  for  the  period ended
               December  31,  1995)
3.2            Bylaws  of  Registrant (incorporated by reference to Registrant's
               Form  10-KSB  for  the  period  ended  December  31,  1995)
3.3            Amended  and  Restated Certificate of Incorporation of Registrant
               (incorporated  by  reference  to Registrant's Form 10-QSB for the
               period  ended  June  30,  2000)
4.1            Specimen  of  Registrant's Common Stock Certificate (incorporated
               by  reference  to  Registrant's  Form 10-KSB for the period ended
               December  31,  1995)
10.1           Employment  Agreement  with  Kevan  M.  Casey  (incorporated  by
               reference  to  Exhibit 10.2 to Registrant's Annual Report on Form
               10-KSB,  dated  April  15,  2003)
10.2           Employment  Agreement with Tommy Allen (incorporated by reference
               to  Exhibit  10.3  to  Registrant's Annual Report on Form 10-KSB,
               dated  April  15,  2003)
10.3           2000  Stock Option Plan (incorporated by reference to Exhibit 4.1
               to Registrant's Definitive Proxy Statement on Schedule 14A, dated
               June  30,  2000)
10.4           Amendment  No.  1  to  Registrant's  2000  Stock  Option  Plan
               (incorporated  by  reference  to Exhibit 4.2 to Registrant's Form
               S-8,  dated  July  31,  2001)
10.5           Amended  and  Restated  2003  Stock  Option Plan (incorporated by
               reference to Exhibit 10.1 to Registrant's Form S-8, dated January
               14,  2003)
10.6           Form  of Indemnification Agreement for all officers and directors
               of  Registrant  (incorporated  by  reference to Registrant's Form
               10-QSB  filed  with  the  Commission  on  October  24,  2000)
10.7           Agreement  between eLinear, Inc. and J. Leonard Ivins dated April
               15,  2003  (incorporated  by  reference  to  Exhibit  10.10  to
               Registrant's  Annual Report on Form 10-KSB, dated April 15, 2003)
10.8           Securities  Purchase  Agreement  dated  as  of  January  12, 2004
               between  eLinear,  Inc.  and  the  Investors  named  therein
               (incorporated  by  reference to Exhibit 10.1 to Registrant's Form
               8-K,  dated  January  28,  2004)
10.9           Form  of  Class  A Warrant issued to each of the Investors in the
               Securities  Purchase  Agreements  dated  as  of  January 12, 2004
               (incorporated  by  reference to Exhibit 10.2 to Registrant's Form
               8-K,  dated  January  28,  2004)
10.10          Form  of Class B Warrant issued to each of the Investors in the
               Securities  Purchase  Agreements  dated  as  of  January 12, 2004
               (incorporated  by  reference to Exhibit 10.3 to Registrant's Form
               8-K,  dated  January  28,  2004)
10.11          Registration Rights Agreement issued to each of the Investors in
               the  Securities  Purchase Agreements dated as of January 12, 2004
               (incorporated  by  reference to Exhibit 10.4 to Registrant's Form
               8-K,  dated  January  28,  2004)
10.12          Employment  Agreement  with Ramzi Milad Nassar (incorporated by
               reference  to Exhibit 10.12 to Registrant's Annual Report on Form
               10-KSB,  dated  February  13,  2004)
10.13          Securities  Purchase  Agreement  dated  as  of February 4, 2004
               between  eLinear,  Inc.  and  the  Investors  named  therein
               (incorporated  by  reference  to  Exhibit  10.13  to Registrant's
               Annual  Report  on  Form  10-KSB,  dated  February  13,  2004)
10.14          Form  of Class A Warrant issued to each of the Investors in the
               Securities  Purchase  Agreements  dated  as  of  February 4, 2004
               (incorporated  by  reference  to  Exhibit  10.14  to Registrant's
               Annual  Report  on  Form  10-KSB,  dated  February  13,  2004)


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<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  Ken  Hedrick
32.1           Certification  for  Sarbanes-Oxley  Act  of  Kevan  M.  Casey
32.2           Certification  for  Sarbanes-Oxley  Act  of  Ken  Hedrick

     (b)  Reports on Form 8-K.

          Registrant filed a report on form 8-K on February 26, 2004, disclosing
     events pursuant to Item 5 (Other Events). Included within the report were a
     Securities Purchase Agreement and exhibits for the sale of 1,964,225 shares
     of  eLinear's  common  stock for an aggregate purchase price of $2,533,850,
     including  warrants to purchase additional common stock. As part of Exhibit
     99.1  to  such  report,  the  Company  announced  a  $2.5  million  private
     placement.


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<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          May 24, 2004
------------------
Kevan M. Casey         and Director



/s/ Ken Hedrick        Principal Accounting Officer     May 24, 2004
------------------
Ken Hedrick            and Controller


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