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 September 30, 2004

[a]  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
 incorporation or organization)                              Identification No.)


     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 November 11, 2004, there were outstanding 20,943,267 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
                               SEPTEMBER 30, 2004

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

           Item 1.    Financial Statements
                        Consolidated Balance Sheets September 30, 2004         3
                        (unaudited)  and December 31, 2003

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

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

                      Notes to Unaudited Consolidated Financial Statements     6

           Item 2.    Management's Discussion and Analysis of Results of      14
                        Operations and Financial Condition

           Item 3.    Controls and Procedures                                 21

PART II    OTHER INFORMATION

           Item 1.    Legal Proceedings                                       22

           Item 2.    Unregistered Sales of Equity Securities and             22
                        Use of Proceeds

           Item 3.    Defaults Upon Senior Securities                         23

           Item 4.    Submission of Matters to a Vote of Security Holders     23

           Item 5.    Other Information                                       23

           Item 6.    Exhibits and Reports on Form 8-K                        24


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

Item 1.  FINANCIAL STATEMENTS

                                              ELINEAR, INC.
                                       CONSOLIDATED BALANCE SHEETS



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

Current assets:
  Cash                                                                   $      429,318   $     554,483
  Certificate of deposit                                                        512,643              --
  Cash in restricted accounts                                                   500,000              --
  Accounts receivable, net of allowance of $137,288 at September 30,
    2004 and $69,289 at December 31, 2003, respectively                       6,033,694       1,637,217
  Inventory                                                                     240,612         190,555
  Other current assets                                                          197,778          45,708
                                                                         -------------------------------
      Total current assets                                                    7,914,045       2,427,963
Property and equipment, net                                                     598,215          43,662
Goodwill                                                                      1,100,000       1,943,022
Deferred financing costs, net                                                   147,619              --
Deposits                                                                         28,208          15,049
                                                                         -------------------------------
Total assets                                                             $    9,788,087   $   4,429,696
                                                                         ===============================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable, trade                                                $    1,897,389   $   1,101,603
  Revolver                                                                    1,629,002              --
  Payable to officers                                                                --          36,336
  Accrued liabilities                                                           531,881         148,747
  Accrued penalties                                                             473,528              --
  Notes payable, officers                                                            --         215,703
                                                                         -------------------------------
      Total current liabilities                                               4,531,800       1,502,389
                                                                         -------------------------------
  Long-term debt, net                                                         1,330,097              --
                                                                         -------------------------------
Shareholders' equity:
  Preferred stock, $.02 par value, 10,000,000 shares authorized,
    none issued                                                                      --              --
  Common stock, $.02 par value, 100,000,000 shares authorized,
    20,892,825 and 17,020,754 shares issued and outstanding at
    September 30, 2004 and December 31, 2003, respectively                      417,857         340,415
  Additional paid-in capital                                                 10,829,113       3,982,631
  Accumulated deficit                                                        (7,320,780)     (1,395,739)
                                                                         -------------------------------
      Total shareholders' equity                                              3,926,190       2,927,307
                                                                         -------------------------------
Total liabilities and shareholders' equity                               $    9,788,087 - $   4,429,696
                                                                         ===============================

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


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


                                                       For the Three Months Ended       For the Nine Months Ended
                                                             September 30,                   September 30,
                                                   ----------------------------------------------------------------
                                                         2004             2003            2004            2003
                                                   ----------------------------------------------------------------
                                                                       (Restated)                      (Restated)
<S>                                                <C>               <C>             <C>             <C>
Revenue:
  Products                                         $     6,710,474   $   3,661,880   $  15,528,563   $   9,979,195
  Services                                                 689,054         300,573       1,377,052         602,388
  Other                                                     54,760              --          54,760              --
                                                   ----------------------------------------------------------------
      Total revenue                                      7,454,288       3,962,453      16,960,375      10,581,583
                                                   ----------------------------------------------------------------

Cost of revenue:
  Products                                               6,125,210       3,124,499      13,602,289       8,421,835
  Services                                                 274,789         238,043       1,045,384         382,365
                                                   ----------------------------------------------------------------
      Total cost of revenue                              6,399,999       3,362,542      14,647,673       8,804,200
                                                   ----------------------------------------------------------------
Gross profit                                             1,054,289         599,911       2,312,702       1,777,383
                                                   ----------------------------------------------------------------
Operating expenses:
  Selling, general and administrative expenses:
    Payroll and related expenses                         1,438,460         424,704       3,021,572       1,137,206
    Office administration                                  602,427          54,631       1,322,672         144,063
    Professional services                                  275,153         115,964         666,357         359,321
    Impairment of goodwill                                 391,114              --         843,039              --
    Other                                                  398,545         260,865       1,498,173         402,222
    Depreciation                                            40,487           6,170          71,171          14,710
                                                   ----------------------------------------------------------------
      Total operating expenses                           3,146,186         862,334       7,422,984       2,057,522
                                                   ----------------------------------------------------------------

Loss from operations                                    (2,091,897)       (262,423)     (5,110,282)       (280,139)

Other income (expense):
  Interest, net                                           (127,872)        (15,789)       (840,362)        (25,603)
  Other                                                     14,968          44,850          25,603          48,476
                                                   ----------------------------------------------------------------
Net loss                                           $    (2,204,801)  $    (233,362)  $  (5,925,041)  $    (257,266)
                                                   ================================================================

Net loss per share:
  Basic and diluted                                $         (0.11)  $       (0.02)  $       (0.30)  $       (0.02)
                                                   ================================================================
Weighted average number of common shares
  outstanding:
    Basic and diluted                                   20,608,067      14,999,307      20,013,588      14,557,361
                                                   ================================================================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


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


                                                           2004         2003
                                                       -------------------------
                                                                     (Restated)
<S>                                                    <C>           <C>
Cash flows from operating activities:
  Net loss                                             $(5,925,041)  $ (257,266)
  Adjustments to reconcile net loss to cash used in
   operating activities:
    Depreciation                                            71,171       14,710
    Impairment of goodwill                                 843,039           --
    Bad debt expense                                        65,560           --
    Amortization of debt discounts                         589,217           --
    Stock and stock option based compensation              952,607           --
    Changes in assets and liabilities:
      Accounts receivable                               (4,464,476)     160,056
      Inventory                                            (50,057)     (84,892)
      Other current assets                                (152,070)     (23,568)
      Accounts payable                                     795,786      101,072
      Payable to officers                                  (36,336)          --
      Accrued liabilities                                  321,259      126,752
      Accrued penalties                                    473,528           --
                                                       -------------------------
Net cash provided by (used in) operating activities     (6,515,813)      36,864
                                                       -------------------------

Cash flows from investing activities:
  Purchase of property and equipment                      (623,302)          --
  Restricted cash                                         (500,000)          --
  Purchase certificate of deposit                         (512,643)          --
  Deposits                                                 (13,159)          --
                                                       -------------------------
Net cash used in investing activities                   (1,649,104)          --
                                                       -------------------------

Cash flows from financing activities:
  Proceeds from notes payable due to officers                   --      159,538
  Repayment on notes payable due to officers              (215,703)    (214,672)
  Proceeds from revolver, net                            1,596,758           --
  Proceeds from long-term debt                           2,000,000           --
  Payment of upfront financing costs                      (273,000)          --
  Proceeds from exercise of stock options                  345,594           --
  Proceeds from sale of common stock, net                4,586,103           --
                                                       -------------------------
Net cash provided by (used in) financing activities      8,039,752      (55,134)
                                                       -------------------------

Net decrease in cash                                      (125,165)     (18,270)
Cash and cash equivalents, beginning of period             554,483      133,233
                                                       -------------------------
Cash and cash equivalents, end of period               $   429,318   $  114,963
                                                       =========================

Non-cash transactions:
  Issuance of stock for acquisition                    $        --   $1,195,601
                                                       =========================
  Issuance of options for forgiveness of debt          $        --   $   13,188
                                                       =========================

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


                                        5
<PAGE>
                                  ELINEAR, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 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
September  30,  2004, and the results of operations and cash flows for the three
and  nine  months  ended  September  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 (Third Amendment) for the year ended
December  31,  2003,  filed  with  the  Securities  and  Exchange  Commission.

Stock Options

     At  September  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  (Third  Amendment).  In  addition,  on February 10, 2004, the Board of
Directors adopted the 2004 Stock Option Plan (the "2004 Plan"), which allows for
the  issuance of up to 2,000,000 stock options to directors, executive officers,
employees  and  consultants of the Company who are contributing to the Company's
success.  During  the  nine months ended September 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. The 2004 Plan was approved by the
shareholders  on  October  12,  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. The Company recorded $3,246 of
stock-based  compensation expense for stock options issued to employees which is
reflected  in  the  net loss for the nine month period ended September 30, 2004,
because  certain  options  granted  under the 2003 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>
                                                        Nine Months Ended
                                                          September 30,
                                                   --------------------------
                                                       2004          2003
                                                   ------------  ------------
<S>                                                <C>           <C>

     Net loss, as reported                         $(5,925,041)  $  (257,266)
       Stock based compensation under fair value
         method                                       (199,000)      (46,000)
                                                   ------------  ------------
     Pro forma net income (loss)                   $(6,124,041)  $  (303,266)
                                                   ============  ============

     Net loss per share:
       Basic and diluted - as reported             $     (0.30)  $     (0.02)
       Stock based compensation under fair value
         method                                          (0.01)           --
                                                   ------------  ------------
       Basic and diluted - pro forma               $     (0.31)  $     (0.02)
                                                   ============  ============
</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
nine  months  ended  September  30, 2004, the Company recognized only $88,990 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.

     In  September  2004,  the  Company  recorded  impairment  expense  totaling
$391,114  related  to  a  portion  of  the  goodwill  related  to  the NewBridge
Technologies,  Inc.  acquisition in July 2003. The Company performed a valuation
analysis  of  the  discounted  projected  estimated  future  cash flows from the
reporting  unit.  Based  on the valuation analysis, the Company elected to write
down  the  goodwill  for  NewBridge  to  $1,100,000  resulting in the impairment
charge.

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 (4.75% as of September 30, 2004) plus
0.75%  (with  a minimum rate of 4.75%).  The Company is permitted to go over its
borrowing  limit,  which  is  referred  to  as  getting an "overadvance," if the
Company  gets  the  approval  of  Laurus.  These  overadvances  typically accrue
interest  at a rate of 1.5% per month, but until August 2004, the Company is not
required  to  pay  this  interest  amount on any overadvances.  In October 2004,


                                        7
<PAGE>
Laurus  agreed  to  fund  an  additional  $500,000, which loan was not deemed an
overadvance.  This  credit  facility  is secured by all of the Company's assets.
In  consideration  for  the  issuance of seven-year warrants to purchase 150,000
shares  of  the Company's common stock at $1.90 per share and the forgiveness of
penalties owed to Laurus in the approximate amount of $153,000 as of October 31,
2004,  the  Company agreed in October 2004 to reduce the conversion price of the
credit facility from $2.91 to $1.00 per share.  At the option of the holder, the
outstanding  balance  on  the  credit  facility  can be converted into shares of
Company  common  stock  at a conversion price of $1.00 per share.  In connection
with  the  execution of this credit facility, and in connection with the October
2004  amendment,  the  Company  issued  Laurus seven-year warrants to purchase a
total  of 440,000 shares of Company common stock at exercise prices ranging from
$1.90  to  $3.32  per  share.  The Company has the ability to prepay any amounts
owed under this credit facility at 115% of the principal amount.  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.  As  of  September  30, 2004, the Company had $1,629,002 outstanding under
the  revolver.

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 $1.00
per  share,  provided  that  the  share  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 $1.00 per share. The term note is secured by a blanket lien
on  all  of  the  Company's  assets.  As  of September 30, 2004, the Company had
$2,000,000  outstanding  under  the  term  note, the  maximum  amount available.

     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 440,000 shares of
the  Company's common stock at prices ranging from $1.90 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,
2004. Therefore, 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.


                                        8
<PAGE>
     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  September  30,  2004:

     Original loan draw down amount                         $  3,000,000
       Add:: Net amount of borrowings                            629,002
                                                            ------------
     Face value of amount borrowed                             3,629,002
     Fee paid to Laurus                                        (219,500)
     Beneficial conversion amount                            (1,039,620)
     Amortization of debt discounts                              589,218
                                                            ------------
     Laurus debt, net as of September 30, 2004              $  2,959,100
                                                            ============

     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.  The Company's current registration statement was declared effective on
September  10,  2004.  If  the  Company  fails  to  meet  this  deadline, if the
registration  statement  is  not  declared effective prior to the 90th day after
filing  the  registration  statement,  if  the  registration statement ceases to
remain  effective,  or certain other events occur, the Company has agreed to pay
Laurus  liquidated  damages  of  1.5% of the principal amount of the convertible
portion of the note per month. As of September 30, 2004, the Company has accrued
$102,597  in  liquidated  damages  due to Laurus. Laurus is limited to owning or
beneficially  owning  a  maximum of 4.99% of the Company's outstanding shares of
common  stock.  In  addition, each time the Company borrows $2 million under the
credit facility, the Company will be required to file an additional registration
statement  covering  the  possible  conversion  of  that amount of the note. The
Company  filed  a registration statement with the SEC to register the conversion
shares  and  shares  underlying the warrants on November 5, 2004. The Company is
not  obligated  at  any  time to repurchase any portion of the Laurus conversion
shares  nor  the  shares  underlying  the  warrants.

     During  February  2004,  the  Company retired its $1,000,000 line of credit
with  Textron  Financial  Corporation  with  the proceeds from the Laurus credit
facility  and  entered  into  a  new  $500,000  credit  facility  with  Textron
collateralized  with  a  $500,000  letter  of  credit.

Note 4. Common Stock

          During  the  three months ended September 30, 2004, the Company issued
338,558  shares  of common stock for services valued at $349,000 using the stock
price  on  the  date  issued.

          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


                                        9
<PAGE>
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. The
Company's  registration statement was declared effective by the SEC on September
10,  2004.  As  of  September  30,  2004, the Company has incurred fees totaling
$370,931.


                                       10
<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  September  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
         1.90 *          October 2004          150,000   October 2011
         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                               4,314,709
                                       ===============
</TABLE>

     All  warrants  are  exercisable at September 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. of which the Company filed a
registration  statement  on  November  5,  2004.

Note 6. Significant Concentration

     One  customer  accounted for approximately 21% of sales for the nine months
ended September 30, 2004.  No other customers represented more than 10% of sales
of  the  Company  for  that  period.  The  Company had one customer which had in
excess  of  10%  of  the  Company's accounts receivable balance at September 30,
2004.  This  customer  had  13%  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 September 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;


                                       11
<PAGE>
<TABLE>
<CAPTION>
                         FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004

                                                     Network
                                Consulting         and Storage        Communications
     Dollars ($)                 Services           Solutions           Deployment         Consolidated
                            ------------------------------------------------------------------------------
<S>                         <C>                 <C>                 <C>                 <C>
     Revenue                           41,825           6,685,880             726,583           7,454,288
     Segment loss                  (1,324,243)           (322,970)           (557,588)         (2,204,801)
     Total assets                   3,115,915           5,752,326             919,846           9,788,087
     Capital expenditures             196,386             105,953              10,169             312,508
     Depreciation                      18,530              20,548               1,409              40,487


                         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

                                                     Network
                                Consulting         and Storage        Communications
     Dollars ($)                 Services           Solutions           Deployment         Consolidated
                            ------------------------------------------------------------------------------
     Revenue                           88,990          15,416,359           1,455,026          16,960,375
     Segment loss                  (4,467,104)           (770,000)           (687,937)         (5,925,041)
     Total assets                   3,115,915           5,752,326             919,846           9,788,087
     Capital expenditures             348,605             263,411              11,286             623,302
     Depreciation                      29,927              38,017               3,227              71,171


                         FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
                                        (RESTATED)

                                                     Network
                                Consulting         and Storage        Communications
     Dollars ($)                 Services           Solutions           Deployment         Consolidated
                            ------------------------------------------------------------------------------
     Revenue                          216,003           3,658,006              88,444           3,962,453
     Segment loss                     (97,642)           (133,354)             (2,366)           (233,362)
     Total assets                     114,939           2,016,309           1,744,950           3,876,198
     Capital expenditures                  --               2,500                  --               2,500
     Depreciation                       1,258               4,098                 814               6,170


                         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                                        (RESTATED)

                                                     Network
                                Consulting         and Storage        Communications
     Dollars ($)                 Services           Solutions           Deployment         Consolidated
                       ------------------------------------------------------------------------------
     Revenue                          513,944           9,979,195              88,444          10,581,583
     Segment loss                    (254,164)               (736)             (2,366)           (257,266)
     Total assets                     114,939           2,016,309           1,744,950           3,876,198
     Capital expenditures                  --              10,969                  --               8,469
     Depreciation                       2,515              11,381                 814              14,710
</TABLE>

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

Note 9. Subsequent Event

     On  November  3,  2004,  eLinear acquired all of the outstanding and issued
stock  of  TanSeco  Systems,  Inc.,  a  Delaware  corporation  ("TanSeco"), from
RadioShack  Corporation,  a  Delaware  corporation  ("RadioShack"). TanSeco is a
nation  wide  security  solutions  company,  established over 35 years ago, that
provides  single  source,


                                       12
<PAGE>
integrated  life  safety  and  physical security systems and security monitoring
services  to commercial customers. Pursuant to this transaction, eLinear offered
employment  to over 35 RadioShack employees. Concurrently with this transaction,
TanSeco  entered  into a three year services agreement with RadioShack, pursuant
to  which, TanSeco will provide the installation, service, repair and inspection
of  security, closed circuit television, and fire systems used by RadioShack for
the  security systems of its more than 5,000 company-owned stores located in the
continental  United  States, Puerto Rico and the U.S. Virgin Islands, kiosks and
other  physical  locations.  In  addition to providing services to RadioShack in
connection  with  the services agreement, TanSeco plans to do the following: (i)
continue  to  provide installation, service, repair, and inspection of security,
closed  circuit  television  and  fire systems to existing customers of TanSeco;
(ii)  seek  out  and  obtain,  either  independently or through the use of third
parties,  new  customers  for  TanSeco's  installation,  service,  repair,  and
inspection of security, closed circuit television and fire systems services; and
(iii)  either  independently  or  through  the  use  of  third  parties, provide
monitoring  services,  which  may  include  monitoring  fire  alarms and burglar
alarms,  to  new  and  existing  customers  of  TanSeco.


                                       13
<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  September  30,  2004,  and  its results of operations for the nine-month
periods  ended  September  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  (Fourth  Amendment)  filed  with  the  Securities  and  Exchange
Commission.

OVERVIEW

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

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

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

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

     The Company has operated as a technology consulting business since December
1999.  It  acquired  its  Internet  consulting business as a result of a reverse
merger  with  Imagenuity  in  1999.  Since 1999 to date, its Internet consulting
business  consisted  of  Internet consulting services, creative web site design,
web  site  content  management and software and technical project management and
development  services.  For  the  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


                                       14
<PAGE>
a  full  impairment  charge  was  required. NetView contributed 92% of eLinear's
revenue  for  the  nine  months  ended  September  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, as restated. In September 2004, the Company recorded
impairment  expense  totaling  $391,114  related  to  a  portion of the goodwill
related to the NewBridge acquisition. The Company performed a valuation analysis
of the discounted projected estimated future cash flows from the reporting unit.
Based  on the valuation analysis, the Company elected to write down the goodwill
for  NewBridge  to  $1,100,000  resulting  in  the  impairment charge. NewBridge
contributed  9%  of  eLinear's  revenue  for the nine months ended September 30,
2004.

     The  financial  information for the nine months ended September 30, 2003 is
information  derived  from  the consolidated financial statements of NetView for
the  nine  months  ended  September  30,  2003, eLinear for the six months ended
September 30, 2003, and NewBridge for the three months ended September 30, 2003.

     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

     On  November  3,  2004,  eLinear acquired all of the outstanding and issued
stock  of  TanSeco  Systems,  Inc.,  a  Delaware  corporation  ("TanSeco"), from
RadioShack  Corporation,  a  Delaware  corporation  ("RadioShack"). TanSeco is a
nation  wide  security  solutions  company,  established over 35 years ago, that
provides single source, integrated life safety and physical security systems and
security  monitoring  services  to  commercial  customers.  Pursuant  to  this
transaction,  eLinear  offered  employment  to  over  35  RadioShack  employees.
Concurrently  with  this transaction, TanSeco entered into a three year services
agreement  with  RadioShack,  pursuant  to  which,  TanSeco  will  provide  the
installation,  service,  repair  and  inspection  of  security,  closed  circuit
television,  and fire systems used by RadioShack for the security systems of its
more  than  5,000 company-owned stores located in the continental United States,
Puerto Rico and the U.S. Virgin Islands, kiosks and other physical locations. In
addition  to  providing  services  to RadioShack in connection with the services
agreement,  TanSeco  plans  to  do  the  following:  (i)  continue  to  provide
installation,  service,  repair,  and  inspection  of  security,  closed circuit
television  and fire systems to existing customers of TanSeco; (ii) seek out and
obtain,  either independently or through the use of third parties, new customers
for  TanSeco's installation, service, repair, and inspection of security, closed
circuit  television and fire systems services; and (iii) either independently or
through the use of third parties, provide monitoring services, which may include
monitoring  fire  alarms  and  burglar  alarms, to new and existing customers of
TanSeco.

     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  was  declared  effective  on  September  10,  2004.

     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


                                       15
<PAGE>
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.  In  consideration  for  the issuance of
seven-year  warrants to purchase 150,000 shares of the Company's common stock at
$1.90  per  share  and  the  forgiveness  of  penalties  owed  to  Laurus in the
approximate amount of $153,000 as of October 2004, the Company agreed in October
2004  to  reduce the conversion price of the credit facility from $2.91 to $1.00
per  share.  At  the option of the holder, the outstanding balance on the credit
facility  can  be  converted into shares of Company common stock at a conversion
price  of  $1.00  per  share.  In  connection  with the execution of this credit
facility,  and in connection with the October 2004 amendment, the Company issued
Laurus  seven-year  warrants  to  purchase  a total of 440,000 shares of Company
common stock at exercise prices ranging from $1.90 to $3.32 per share. Laurus is
limited  to  owning  or  beneficially owning a maximum of 4.99% of the Company's
outstanding  shares  of common stock. In addition, each time the Company borrows
$2  million  under  the credit facility, the Company will be required to file an
additional  registration  statement  covering  the  possible  conversion of that
amount  of  the note. The Company is not obligated at any time to repurchase any
portion  of the Laurus conversion shares nor the shares underlying the warrants.
The Company filed a registration statement to register the aforementioned shares
and  shares  underlying  the  warrants  with  the  SEC  on  November  5,  2004.

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  (Fourth  Amendment)  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.


                                       16
<PAGE>
     Goodwill

     As  of September 30, 2004, the Company had $1,100,000 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.  The Company recorded
$3,246  of stock-based compensation expense for employee stock options which was
reflected  in  the  net loss for the nine-month period ended September 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  September  30,  2004,  the  Company  maintained an
allowance  for  doubtful  accounts  of $137,288, which allowance was 2% 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.


                                       17
<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 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.

     Revenue.  Total  revenue  for  the nine months ended September 30, 2004 was
$16,960,375  which  was  an  increase  of  60%  over  the  prior  year period of
$10,581,583.  Revenue from the consulting services business segment for the nine
months  ended  September  30,  2004 was $88,990, 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 nine months ended September 30, 2004 was $15,416,359, which was
an  increase  of  $5,437,164, or 54% over the prior year period. The network and
storage  solutions  business  segment  contributed  91% of total revenue for the
current nine 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, Oklahoma. 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 nine months ended September
30,  2004  was  $1,455,026, which was 9% of total revenue. As the acquisition of
NewBridge  did  not occur until July 31, 2003, there was only $88,444 of revenue
from  the  communications  deployment  segment  recognized  in  the 2003 period.

     Of  the revenue generated for the nine months ended September 30, 2004, one
customer  provided  in excess of 10% of the Company's revenue with The Methodist
Hospital  contributing 21% 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 nine months ended September 30,
2004  was  $14,647,673,  an  increase of $5,843,473, or 66%, over the prior year
period  of  $8,804,200.  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  84%  for the 2003 period to 90% 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


                                       18
<PAGE>
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. The Company anticipates they
will  continue  to  be its principal suppliers in the future. Total hardware and
software  costs  amounted to $13,602,289 for the nine months ended September 30,
2004.  The  Company  anticipates  that  cost  of  sales will increase as revenue
increases.

     Gross  profit.  Total  gross  profit increased from $1,777,383 for the nine
months  ended  September  30,  2003,  to  $2,312,702  for  the nine months ended
September  30,  2004.  Total  gross  profit as a percentage of revenue decreased
from 16.8% for the nine months ended September 30, 2003 to 13.6% 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 any significant increase in revenue associated
with  the  increased  staffing  costs during the nine months ended September 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 nine months ended
September 30, 2004 were $7,422,984, an increase of $5,365,462, or 261%, over the
prior year period of $2,057,522.  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  September  30, 2003, the Company employed 18 which had
          increased  to  70  as of September 30, 2004. Additionally, the Company
          opened  a  sales  office  in  Dallas,  Texas  and satellite offices in
          Austin,  Texas  and  Oklahoma  City,  Oklahoma.  The net effect was an
          increase  in  payroll and related costs of $1,884,366, which costs are
          composed  of  payroll,  payroll  taxes  and  health  insurance.

     -    Office  administration  expenses  increased from $144,063 for the 2003
          period to $1,322,672 for the nine months ended September 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, increased from $359,321 for the previous year period
          to  $666,357  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.

     -    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.

          In  September  2004,  the Company recorded impairment expense totaling
          $391,114 related to a portion of the goodwill related to the NewBridge
          Technologies,  Inc.  acquisition in July 2003. The Company performed a
          valuation  analysis  of the discounted projected estimated future cash
          flows


                                       19
<PAGE>
          from  the reporting unit. Based on the valuation analysis, the Company
          elected  to  write  down  the  goodwill  for  NewBridge  to $1,100,000
          resulting  in  the  impairment  charge.

     -    Other  expenses  increased  from  $402,222  for  prior  year period to
          $1,498,173 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 nine months ended September 30, 2004 approximated $927,000.
          The  Company  has incurred penalties in association with Laurus Master
          Fund  and  its financings in January and February 2004 of $102,597 and
          $370,931,  respectively, as a result in delays in its two registration
          statements  filed  with  the  SEC, which penalties are included in the
          other  expenses  categoryA  majority of the remaining expenses was the
          Company's  listing  fee  to  the  American  Stock  Exchange.

     Interest Expense.  Interest expense for the nine months ended September 30,
2004  increased  to  $840,362  from  $25,603 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 nine months ended September 30, 2004 was
$5,925,041,  or  $0.30  per  share  basic and diluted, compared to a net loss of
$257,266,  or  $0.02  per share basic and diluted, for the previous year period.

LIQUIDITY AND CAPITAL RESOURCES

     Changes  in  cash flow.  Net cash used in operating activities for the nine
months ended September 30, 2004, was $6,515,813 compared to net cash provided in
operating activities of $36,864 for the prior year period.  This was an increase
of  $6,552,677  over  the prior year period.  The primary components of net cash
used  in  operating  activities  for  fiscal 2004 were a net loss of $5,925,041,
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 cash used in operating activities was partially offset
by  non-cash charges totaling $2,521,594, an increase in accrued liabilities and
accrued  penalties of $794,787 which was comprised of accrued fees due to Laurus
and  investors  in  the January and February 2004 fundings and accrued  payroll.
Cash used in investing activities increased to $1,649,104 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 totaling $623,302.  The Company does not believe it will
incur  significant  purchases  in  the  future.  Cash  provided  by  financing
activities  increased  from a use of $55,134 for the prior year fiscal period to
$8,039,752  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  $3,323,758,  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 $4,586,103.  During the nine
months  ended  September  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, entered into a new
$500,000  credit  facility secured by a $500,000 letter of credit to Textron and
entered  into  a  new  credit  facility with Laurus Master Fund discussed below.


                                       20
<PAGE>
     Liquidity.  As  of  September  30,  2004,  the Company had cash balances in
non-restricted  accounts of $942,024 and positive working capital of $3,382,245.
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 September 30, 2004, the
Company  had  drawn down $2,000,000 under the term loan and $1,629,002 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  2005  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.

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  September  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.


                                       21
<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. Unregistered Sales of Equity 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.

     During  September  2004, the Company issued 179,558 shares to two companies
for  consulting  services  valued  at  $190,000.


                                       22
<PAGE>
     During  the  quarter ended September 30, 2004, the Company did not make any
repurchases  of  its  common  stock.


Item 3. Defaults Upon Senior Securities - None

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

     On  October 12, 2004, with a written consent to action without a meeting of
the  majority  of  the  shareholders of eLinear, Inc., the following resolutions
were  deemed  to  be  adopted  to the same extent and to have the same force and
effect  as  if  adopted  by a formal meeting of shareholders of the Company duly
called  and  held  for the purpose of adopting and acting upon such resolutions:

          RESOLVED,  that the Majority Shareholders hereby elect Kevan M. Casey,
     Tommy  Allen,  J. Leonard Ivins, Carl A. Chase and Ryan Cravey as directors
     to  serve until their successors are elected, appointed and duly qualified;
     and  that  the  Majority Shareholders direct the officers to implement this
     resolution.

          RESOLVED,  that  the Majority Shareholders hereby adopt the 2004 Stock
     Option Plan and accept the recommendation of the audit committee to appoint
     and  retain  Lopez,  Blevins,  Bork  &  Associates  LLP  as  the  Company's
     independent  auditors  for  its  current fiscal year; and that the Majority
     Shareholders  direct  the  officers  to  implement  this  resolution.

Item 5. Other Information - None


                                       23
<PAGE>
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)


                                       24
<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)
10.22               eLinear,  Inc.  2004  Stock  Option  Plan  (incorporated  by
                    reference  to  Exhibit  A  to  Registrant's  Definitive
                    Information  Statement,  dated  October  15,  2004)  *
10.23               Employment  Agreement  with  Michael  Lewis (incorporated by
                    reference  to  Exhibit 10.23 to Registrant's Form SB-2 dated
                    November  5,  2004)  *
10.24               Amendment  to the Security Agreement and Ancillary Agreement
                    with  Laurus  Master Fund, LLC (incorporated by reference to
                    Exhibit  10.24  to  Registrant's Form SB-2 dated November 5,
                    2004)
10.25               Stock  Purchase  Agreement  of  TanSeco  Systems,  Inc.
                    (incorporated  by reference to Exhibit 10.25 to Registrant's
                    Form  SB-2  dated  November  5,  2004)
10.26               Service  Agreement with RadioShack Corporation (incorporated
                    by  reference  to  Exhibit  10.26  to Registrant's Form SB-2
                    dated  November  5,  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  Ramzi  M.  Nassar
32.1                Certification  for  Sarbanes-Oxley  Act  of  Kevan  M. Casey
32.2                Certification  for  Sarbanes-Oxley  Act  of  Ramzi M. Nassar

*    Indicates management contract or compensatory plan or arrangement.

     (b) Reports on Form  8-K.

          Registrant  filed  a report on Form 8-K on October 14, 2004, reporting
     the  following  event:

     On  October  12,  2004,  the Company dismissed Malone & Bailey, PLLC as its
auditors.  Malone  &  Bailey's  audit report on eLinear's consolidated financial
statements  as  of December 31, 2003 and for the year then ended did not contain
an adverse opinion or disclaimer of opinion, or qualification or modification as
to  uncertainty,  audit  scope  or  accounting  principles.

     During  the  most  recent  fiscal  year ended December 31, 2003, and in the
subsequent  interim  periods  through  the  date  of  dismissal,  there  were no
disagreements  with  Malone  & Bailey on any matters of accounting principles or


                                       25
<PAGE>
practices,  financial  statement  disclosure,  or  auditing scope and procedures
which,  if not resolved to the satisfaction of Malone & Bailey would have caused
Malone  &  Bailey  to make reference to the matter in their report.  eLinear has
requested  Malone  &  Bailey  to furnish it a letter addressed to the Commission
stating  whether  it  agrees  with the above statements.  A copy of that letter,
dated  October  14,  2004,  is  filed  as  Exhibit  16.1  to  the  Form  8-K.

     The  Company  retained  the services on October 13, 2004 of Lopez, Blevins,
Bork  &  Associates,  L.L.P.  as  eLinear's  principal  accountant  to audit the
financial  statements  of  eLinear  for  the  year  ended December 31, 2004. The
decision  to  change  accountants  was  approved  by  the  Board  of  Directors.


                                       26
<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           November 15, 2004
--------------------
Kevan M. Casey               and  Director



/s/  Ramzi M. Nassar         Principal Financial and           November 15, 2004
--------------------         Accounting Officer
Ramzi M. Nassar


                                       27
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