Securities
offered
|
The
selling stockholders are offering a total of 7,138,962 shares,
including a
total of 3,848,549 shares underlying warrants.
|
Common
stock outstanding
|
As
of June 1, 2005, we had 22,638,212 shares outstanding.
|
Use
of proceeds
|
We
will not receive any of the proceeds from the sale of shares
of our common
stock offered by our selling stockholders. We will receive the
proceeds
from the cash exercise of the warrants discussed in this
prospectus.
|
Market
for our securities
|
Our
common stock currently trades on the American Stock Exchange
under the
symbol ELU. The market for our common stock is highly
volatile.
|
Risk
factors
|
Investing
in our common stock involves risks. You should purchase our shares
only if
you can afford a complete loss of your investment. A discussion
of some of
the risks associated with our company is in the Risk Factors
section
beginning on page 5.
|
Three
Months Ended
March
31,
|
Years
Ended
December
31,
|
||||||||||||
Statements
of operations
data:
|
2005
|
2004
|
2004
|
2003
|
|||||||||
Revenue
|
$
|
5,512,275
|
$
|
4,175,078
|
$
|
24,065,753
|
$
|
13,501,140
|
|||||
Cost
of revenue
|
4,599,757
|
3,714,762
|
20,476,838
|
11,367,405
|
|||||||||
Selling,
general and administrative expenses
|
3,983,155
|
1,889,169
|
10,631,037
|
3,151,263
|
|||||||||
Depreciation
and amortization
|
133,051
|
8,505
|
151,630
|
20.290
|
|||||||||
Interest
expense
|
232,435
|
43,272
|
1,255,493
|
30,775
|
|||||||||
Other
income
|
18,756
|
--
|
16,533
|
46,432
|
|||||||||
Net
loss
|
(3,417,367
|
)
|
(1,480,630
|
)
|
(8,432,712
|
)
|
(1,022,161
|
)
|
|||||
Net
loss per common share (basic and diluted)
|
(0.15
|
)
|
(0.09
|
)
|
(0.42
|
)
|
(0.07
|
)
|
As
of
|
As
of
|
||||||
Balance
sheet data:
|
March
31, 2005
|
December
31, 2004
|
|||||
Working
capital
|
$
|
(590,630)
|
$
|
1,885,689
|
|||
Total
assets
|
$
|
18,764,537
|
$
|
9,333,397
|
|||
Total
liabilities
|
$
|
15,935,711
|
$
|
6,500,652
|
|||
Shareholders’
equity
|
$
|
2,828,826
|
$
|
2,832,745
|
· |
delaying,
deferring or preventing a change in
control;
|
· |
preventing
a change in our management, even if our management is unsuccessful
in
executing our business strategy;
|
· |
impeding
a merger, consolidation, takeover or other business combination
involving
us; or
|
· |
discouraging
a potential acquirer from making a tender offer or otherwise attempting
to
obtain control of us.
|
High
|
Low
|
||||||
Year
2005
|
|||||||
Quarter ended March 31
|
$
|
1.28
|
$
|
0.70
|
|||
Year
2004
|
|||||||
Quarter ended December 31
|
$
|
1.60
|
$
|
0.84
|
|||
Quarter ended September 30
|
$
|
2.11
|
$
|
0.89
|
|||
Quarter ended June 30
|
$
|
3.25
|
$
|
1.50
|
|||
Quarter ended March 31
|
$
|
3.50
|
$
|
1.85
|
|||
Year
2003
|
|||||||
Quarter ended December 31
|
$
|
2.75
|
$
|
1.19
|
|||
Quarter ended September 30
|
$
|
1.62
|
$
|
0.65
|
|||
Quarter ended June 30
|
$
|
1.00
|
$
|
0.45
|
|||
Quarter ended March 31
|
$
|
0.45
|
$
|
0.45
|
§ |
Consulting
services. The Company offers consulting services, creative web
site
design, web site content management software and technical project
management and development
services.
|
§ |
Product
fulfillment and network and storage solutions. Through 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 NewBridge the Company provides structured cabling,
which is a set of cabling and connectivity products that integrate
voice,
data, video and various management systems, cabling infrastructure
design
and implementation, which is the design and implementation of the
structured cabling systems, security installation and monitoring
and
digital services of voice, data and video over fiber optic networks
to its
residential and commercial
customers.
|
· |
Security
solutions. Through TanSeco the Company has business centered on
premise
security solutions which includes a three-year contract with RadioShack
Corporation to install kiosks throughout the United States, 24X7
security
monitoring contracts with a variety of commercial customers and
project
work installing security devices and fiber/cable in client locations
across the US.
|
Three
Months Ended
March
31,
|
|||||||
2005
|
2004
|
||||||
Revenue
|
$
|
5,512,275
|
$
|
4,175,078
|
|||
Cost
of revenue
|
4,599,757
|
3,714,762
|
|||||
Gross
profit
|
912,518
|
460,316
|
|||||
Selling,
general and administrative expenses
|
3,983,155
|
1,889,169
|
|||||
Depreciation
and amortization
|
133,051
|
8,505
|
|||||
Loss
from operations
|
(3,203,688
|
)
|
(1,437,358
|
)
|
|||
Other
income (expense)
|
(213,679
|
)
|
(43,272
|
)
|
|||
Net
loss
|
$
|
(3,417,367
|
)
|
$
|
(1,480,630
|
)
|
|
Net
loss per share - basic and diluted
|
$
|
(0.15
|
)
|
$
|
(0.09
|
)
|
§ |
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. The Company
has also
added approximately 35 employees through its acquisition of TanSeco.
At
March 31, 2004, the Company had 26 employees which had increased
to 127 as
of March 31, 2005. Additionally during 2004, 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 $1,271,745, which costs are composed of payroll,
payroll
taxes, sales commissions and employee
benefits.
|
§ |
Office
administration expenses increased from $229,094 for the 2004 period
to
$370,742 for the 2005 period. The primary components of office
administration are office rent, office administration, business
insurance
and dues and subscriptions. The Company incurred initial start-up
costs
when opening its sales offices in Dallas, Austin and Oklahoma City
and
relocating its corporate headquarters in Houston, Texas. The Company
believes office administration expenses will remain at their current
levels for the foreseeable future.
|
§ |
Professional
services, which is comprised of legal, accounting and consulting
fees,
increased from $300,991 for the previous year period to $410,764
for the
current year 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. The Company incurred non-cash stock
compensation expense of approximately $120,000 for common stock
issued to
consultants during the 2005 period.
|
§ |
In
March 2004 the consulting services reporting unit lost its largest
consulting contract and the other operations that it had prior
to the
NetView acquisition with additional revenue declines due to the
loss of a
key consulting services employee after the acquisition. Based on
projected
future cash flows from the reporting unit, management determined
a full
impairment charge of $451,925 was required which was recorded in
the 2004
period. There was no impairment recorded during the 2005
period.
|
§ |
Other
expenses increased from $372,161 for the prior year period to $1,394,906
for the current year period. The Company is continuing an investor
awareness/marketing program which it began during 2004 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 three months ended March 31, 2005 approximated $1,048,000.
Other
components include employee stock option expense of $78,940, travel
and
entertainment of approximately $128,000 and bad debt expense of
approximately $42,328.
|
· |
Depreciation
and amortization increased from $8,505 for the 2004 period to $148,317
for
the 2005 period and is comprised of depreciation of fixed assets
acquired
during the 2004 period and amortization of deferred financing costs
which
were not incurred during the 2004
period.
|
Three
Months Ended
March
31,
|
|||||||
2005
|
2004
|
||||||
Net
cash used in operating activities
|
$
|
(508,039
|
)
|
$
|
(2,203,909
|
)
|
|
Net
cash used in investing activities
|
$
|
(9,355,035
|
)
|
$
|
(1,063,959
|
)
|
|
Net
cash provided by financing activities
|
$
|
10,732,227
|
$
|
7,246,553
|
1) |
Consulting
services - we offer through this business segment strategic consulting
services, creative web site design, web site content management
software
and technical project management and development
services;
|
2) |
Product
fulfillment and network and storage solutions - through NetView,
we offer
a complete solution to our customers for the acquisition, management
and
configuration of complex storage and network server
installations;
|
3) |
Communications
deployment - through NewBridge, we provide structured cabling,
which is a
set of cabling and connectivity products that integrate the voice,
data,
video and various management systems of a structure, cabling
infrastructure design and implementation, which is the design and
implementation of the structured cabling systems, security installation
and monitoring and digital services of voice, data and video over
fiber
optic networks to our residential and commercial customers;
and
|
4) |
Premise
security solutions - through TanSeco, we have business centered
on premise
security solutions which includes a three-year contract with RadioShack
to
install kiosks throughout the United States, 24X7 third party security
monitoring contracts with a variety of commercial customers and
project
work installing security devices and fiber/cable in client locations
across the US.
|
Stockholder
|
Shares
Beneficially Owned
Before Offering
|
Amount
Offered
|
Shares
Beneficially Owned
After Offering
|
|||||||
Bridges
and Pipes, LLC (1)
|
250,581
|
250,581
|
--
|
|||||||
David
Klugman (2)
|
167,054
|
167,054
|
--
|
|||||||
Gross
Foundation, Inc. (3)
|
167,054
|
167,054
|
--
|
|||||||
Vertical
Ventures, LLC (4)
|
584,690
|
584,690
|
--
|
|||||||
Generation
Capital Associates (5)
|
334,109
|
334,109
|
--
|
|||||||
Professional
Traders Fund, LLC (6)
|
167,054
|
167,054
|
--
|
|||||||
Yokim
Asset Management (7)
|
167,054
|
167,054
|
--
|
|||||||
Bristol
Investment Fund, Ltd. (8)
|
584,690
|
584,690
|
--
|
|||||||
Wayne
Saker (9)
|
167,054
|
167,054
|
--
|
|||||||
Excalibur
Limited Partnership (10)
|
417,635
|
417,635
|
--
|
|||||||
Marketwise
Trading, Inc. (11)
|
250,581
|
250,581
|
--
|
|||||||
The
Alpha Group (12)
|
501,163
|
501,163
|
--
|
|||||||
Notzer
Chesed (13)
|
167,054
|
167,054
|
--
|
|||||||
F
Berdon & Co., L.P.(14)
|
143,528
|
143,528
|
--
|
|||||||
SRG
Capital, LLC (15)
|
340,075
|
340,075
|
--
|
|||||||
AS
Capital Partners LLC(16)
|
183,528
|
183,528
|
--
|
|||||||
JM
Investors (17)
|
100,000
|
100,000
|
--
|
|||||||
West
End Convertible Fund L.P. (18)
|
100,000
|
100,000
|
--
|
|||||||
StoneStreet
L.P. (19)
|
300,000
|
300,000
|
--
|
|||||||
Culbart
Birnet L.P. (20)
|
100,000
|
100,000
|
--
|
|||||||
Ellis
International Ltd., Inc. (21)
|
100,000
|
100,000
|
--
|
|||||||
Greenwich
Growth Fund Ltd. (22)
|
100,000
|
100,000
|
--
|
|||||||
RHP
Master Fund, Ltd. (23)
|
200,000
|
200,000
|
--
|
|||||||
Blumfield
Investments Inc. (24)
|
100,000
|
100,000
|
--
|
|||||||
Platinum
Partners Value Arbitrage Fund, LP (25)
|
100,000
|
100,000
|
--
|
|||||||
Elliott
International, L.P. (26)
|
300,000
|
300,000
|
--
|
|||||||
Elliott
Associates, L.P. (27)
|
200,000
|
200,000
|
--
|
|||||||
Basso
Multi-Strategy Holding Fund, Ltd. (28)
|
200,000
|
200,000
|
--
|
|||||||
Basso
Equity Opportunity Holding Fund, Ltd. (29)
|
200,000
|
200,000
|
--
|
|||||||
Michael
J. Draper (30)
|
87,467
|
87,467
|
--
|
|||||||
Robert
Gray (31)
|
87,467
|
87,467
|
--
|
|||||||
Broad
& Wall Equities, LLC (32)
|
174,934
|
174,934
|
--
|
|||||||
Wall
Street Capital Funding (33)
|
22,590
|
22,590
|
--
|
|||||||
Capital
Research Group, Inc. (34)
|
30,000
|
30,000
|
--
|
|||||||
Roy
Sahachaisere (35)
|
13,600
|
13,600
|
--
|
|||||||
InvestSource,
Inc.(36)
|
30,000
|
30,000
|
--
|
|||||||
Total
|
7,138,962
|
7,138,962
|
(1) |
The
“Amount Offered” in the table for Bridges and Pipes, LLC includes 134,302
shares underlying warrants. The beneficial ownership is a result
of the
January 2004 funding. David Fuchs exercises voting and dispositive
power
over all of the shares beneficially owned by Bridges and Pipes,
LLC.
|
(2) |
The
“Amount Offered” in the table for David Klugman includes 89,535 shares
underlying warrants. The beneficial ownership is a result of the
January
2004 funding.
|
(3) |
The
“Amount Offered” in the table for Gross Foundation, Inc. includes 89,535
shares underlying warrants. The beneficial ownership is a result
of the
January 2004 funding. Chayim Gross exercises voting and dispositive
power
over all of the shares beneficially owned by Gross Foundation,
Inc.
|
(4) |
The
“Amount Offered” in the table for Vertical Ventures, LLC includes 313,372
shares underlying warrants. The beneficial ownership is a result
of the
January 2004 funding. Josh Silverman exercises voting and dispositive
power over all of the shares beneficially owned by Vertical Ventures,
LLC.
|
(5) |
The
“Amount Offered” in the table for Generation Capital Associates includes
179,070 shares underlying warrants. The beneficial ownership is
a result
of the January 2004 funding. David Rappaport exercises voting and
dispositive power over all of the shares beneficially owned by
Generation
Capital Associates.
|
(6) |
The
“Amount Offered” in the table for Professional Traders Fund, LLC includes
89,535 shares underlying warrants. The beneficial ownership is
a result of
the January 2004 funding. Mark Swickle exercises voting and dispositive
power over all of the shares beneficially owned by Professional
Traders
Fund, LLC.
|
(7) |
The
“Amount Offered” in the table for Yokim Asset Management includes 89,535
shares underlying warrants. he beneficial ownership is a result
of the
January 2004 funding. Mike Marechal exercises voting and dispositive
power
over all of the shares beneficially owned by Yokim Asset
Management.
|
(8) |
The
“Amount Offered” in the table for Bristol Investment Fund, Ltd. includes
313,372 shares underlying warrants. The beneficial ownership is
a result
of the January 2004 funding. Paul Kessler exercises voting and
dispositive
power over all of the shares beneficially owned by Bristol Investment
Fund, Ltd.
|
(9) |
The
“Amount Offered” in the table for Wayne Saker includes 89,535 shares
underlying warrants. The beneficial ownership is a result of the
January
2004 funding.
|
(10) |
The
“Amount Offered” in the table for Excalibur Ltd. includes 223,837 shares
underlying warrants. The beneficial ownership is a result of the
January
2004 funding. Will Hechter exercises voting and dispositive power
over all
of the shares beneficially owned by Excalibur
Ltd.
|
(11) |
The
“Amount Offered” in the table for Marketwise Trading, Inc. includes
134,302 shares underlying warrants. The beneficial ownership is
a result
of the January 2004 funding. Rachel Gershon exercises voting and
dispositive power over all of the shares beneficially owned by
Marketwise
Trading, Inc.
|
(12) |
The
“Amount Offered” in the table for The Alpha Group includes 268,605 shares
underlying warrants. The beneficial ownership is a result of the
January
2004 funding. Konrad Ackerman exercises voting and dispositive
power over
all of the shares beneficially owned by The Alpha
Group.
|
(13) |
The
“Amount Offered” in the table for Notzer Chesed includes 89,535 shares
underlying warrants. The beneficial ownership is a result of the
January
2004 funding. Abraham Nussbaum exercises voting and dispositive
power over
all of the shares beneficially owned by Notzer
Chesed.
|
(14) |
The
“Amount Offered” in the table for F Berdon & Co., L.P. includes 74,767
shares underlying warrants. The beneficial ownership is a result
of the
January and February 2004 funding. Frederick Berdon exercises voting
and
dispositive power over all of the shares beneficially owned by
Berdon
& Co., L.P.
|
(15) |
The
“Amount Offered” in the table for SRG Capital, LLC includes 175,075 shares
underlying warrants. The beneficial ownership is a result of the
January
and February 2004 funding. Edwin Mecak and Tai Maylee, jointly,
exercises
voting and dispositive power over all of the shares beneficially
owned by
SRG Capital.
|
(16) |
The
“Amount Offered” in the table for AS Capital Partners LLC includes 94,767
shares underlying warrants. The beneficial ownership is a result
of the
January and February 2004 funding. Michael Coughlin exercises voting
and
dispositive power over all of the shares beneficially owned by
AS Capital
Partners LLC.
|
(17) |
The
“Amount Offered” in the table for JM Investors includes 50,000 shares
underlying warrants. The beneficial ownership is a result of the
February
2004 funding. Jeffrey Rubin exercises voting and dispositive power
over
all of the shares beneficially owned by JM
Investors.
|
(18) |
The
“Amount Offered” in the table for West End Convertible Fund L.P. includes
50,000 shares underlying warrants. The beneficial ownership is
a result of
the February 2004 funding. Ethan Benovitz exercises voting and
dispositive
power over all of the shares beneficially owned by West End Convertible
Fund L.P.
|
(19) |
The
“Amount Offered” in the table for StoneStreet L.P. includes 150,000 shares
underlying warrants. The beneficial ownership is a result of the
February
2004 funding. Michael Finklestein exercises voting and dispositive
power
over all of the shares beneficially owned by StoneStreet
L.P.
|
(20) |
The
“Amount Offered” in the table for Culbart Birnet L.P. includes 50,000
shares underlying warrants. The beneficial ownership is a result
of the
February 2004 funding. Ezra Birenbaum exercises voting and dispositive
power over all of the shares beneficially owned by Culbart Birnet
L.P.
|
(21) |
The
“Amount Offered” in the table for Ellis International Ltd., Inc. includes
50,000 shares underlying warrants. The beneficial ownership is
a result of
the February 2004 funding. William Unger exercises voting and dispositive
power over all of the shares beneficially owned by Ellis International
Ltd., Inc.
|
(22) |
The
“Amount Offered” in the table for Greenwich Growth Fund Ltd. includes
50,000 shares underlying warrants. The beneficial ownership is
a result of
the February 2004 funding. Evan Schemenauer exercises voting and
dispositive power over all of the shares beneficially owned by
Greenwich
Growth Fund Ltd.
|
(23) |
The
“Amount Offered” in the table for RHP Master Fund, Ltd. includes 100,000
shares underlying warrants. The beneficial ownership is a result
of the
February 2004 funding.
RHP Master Fund, Ltd. is a party to an investment management
agreement
with Rock Hill Investment Management, L.P., a limited partnership
of which
the general partner is RHP General Partner, LLC. Pursuant to
such
agreement, Rock Hill Investment Management directs the voting
and
disposition of shares owned by RHP Master Fund. Messrs. Wayne
Bloch and
Peter Lockhart own all of the interests in RHP General Partner.
The
aforementioned entities and individuals disclaim beneficial ownership
of
our common stock owned by RHP Master Fund,
Ltd
|
(24) |
The
“Amount Offered” in the table for Blumfield Investments, Inc. includes
50,000 shares underlying warrants. The beneficial ownership is
a result of
the February 2004 funding. Mosi Kraus exercises voting and dispositive
power over all of the shares beneficially owned by Blumfield Investments,
Inc.
|
(25) |
The
“Amount Offered” in the table for Platinum Partners Value Arbitrage Fund,
LP includes 50,000 shares underlying warrants. The beneficial ownership
is
a result of the February 2004 funding. Mark Nordlicht exercises
voting and
dispositive power over all of the shares beneficially owned by
Platinum
Partners Value Arbitrage Fund, LP.
|
(26) |
The
“Amount Offered” in the table for Elliot International, L.P. includes
150,000 shares underlying warrants. The beneficial ownership is
a result
of the February 2004 funding. Paul Singer exercises voting and
dispositive
power over all of the shares beneficially owned by Elliot International,
L.P.
|
(27) |
The
“Amount Offered” in the table for Elliot Associates, L.P. includes 100,000
shares underlying warrants. The beneficial ownership is a result
of the
February 2004 funding. Paul Singer exercises voting and dispositive
power
over all of the shares beneficially owned by Elliot Associates,
L.P.
|
(28) |
The
“Amount Offered” in the table for Basso Multi-Strategy Holding Fund, Ltd.
includes 100,000 shares underlying warrants. The beneficial ownership
is a
result of the February 2004 funding. Howard Fischer exercises voting
and
dispositive power over all of the shares beneficially owned by
Basso
Multi-Strategy Holding Fund, Ltd.
|
(29) |
The
“Amount Offered” in the table for Basso Equity Opportunity Holding Fund,
Ltd. includes 100,000 shares underlying warrants. The beneficial
ownership
is a result of the February 2004 funding. Howard Fischer exercises
voting
and dispositive power over all of the shares beneficially owned
by Basso
Equity Opportunity Holding Fund,
Ltd.
|
(30) |
The
“Amount Offered” in the table for Michael J. Draper consists of 87,467
shares underlying warrants. The beneficial ownership is a result
of the
January and February 2004 funding.
|
(31) |
The
“Amount Offered” in the table for Robert Gray consists of 87,467 shares
underlying warrants. The beneficial ownership is a result of the
January
and February 2004 funding.
|
(32) |
The
“Amount Offered” in the table for Broad & Wall Equities, LLC consists
of 174,934 shares underlying warrants. The beneficial ownership
is a
result of the January and February 2004 funding. Robert Gray exercises
voting and dispositive power over all of the shares beneficially
owned by
Broad & Wall Equities, LLC.
|
(33) |
The
shares beneficially owned relate to shares issued for consulting
services
rendered. Phillip Cardwell exercises voting and dispositive power
over all
of the shares beneficially owned by Wall Street Capital
Funding.
|
(34) |
The
shares beneficially owned relate to shares issued for consulting
services
rendered. Charles Tamburello exercises voting and dispositive power
over
all of the shares beneficially owned by Capital Research Group.
Inc.
|
(35) |
The
shares beneficially owned relate to shares issued for consulting
services
rendered.
|
(36) |
The
shares beneficially owned relate to shares issued for consulting
services
rendered. Roy Sahachaisere exercises voting and dispositive power
over all
of the shares beneficially owned by InvestSource,
Inc.
|
§ |
an
aggregate of 1,964,225 shares of our common stock at a purchase
price of
$1.29 per share;
|
§ |
five-year
warrants to purchase an aggregate of 1,296,389 shares of common
stock at
an exercise price of $1.89 per share, which includes 117,854 warrants
issued as a finders fee; and
|
§ |
warrants
to purchase 1,199,160 shares of common stock at an exercise price
of $1.55
per share expiring on the earlier of March 2005 or eight months
from the
date the registration statement of which this prospectus is a part
becomes
effective, which includes 109,015 warrants issued as a finders
fee.
|
§ |
an
aggregate of 1,230,000 shares of our common stock at a purchase
price of
$2.00 per share;
|
§ |
five-year
warrants to purchase an aggregate of 676,500 shares of common stock
at an
exercise price of $3.00 per share, which includes 61,500 warrants
issued
as a finders fee; and
|
§ |
warrants
to purchase 676,500 shares of common stock at an exercise price
of $2.50
per share expiring on the earlier of February 2006 or one year
from the
date the registration statement of which this prospectus is a part
becomes
effective, which includes 61,500 warrants issued as a finders
fee.
|
§ |
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
§ |
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal
to
facilitate the transaction;
|
§ |
purchases
by a broker-dealer as principal and resale by the broker-dealer
for its
account;
|
§ |
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
§ |
privately
negotiated transactions;
|
§ |
settlement
of short sales entered into after the date of this
prospectus;
|
§ |
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
§ |
a
combination of any such methods of
sale;
|
§ |
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
or
|
§ |
any
other method permitted pursuant to applicable
law.
|
Name
|
Age
|
Position
|
|||||
Kevan
M. Casey
|
33
|
Chairman
of the Board
|
|||||
Michael
Lewis
|
43
|
Chief
Executive Officer, President
and
Director
|
|||||
Tommy
Allen
|
41
|
Vice
Chairman, Executive Vice President and Secretary
|
|
||||
Ramzi
M. Nassar
|
33
|
Chief
Strategy Officer
|
|||||
JoAnn
Agee
|
46
|
Principal
Accounting Officer,
Controller
and Assistant Secretary
|
|||||
J.
Leonard Ivins
|
69
|
Director
|
|||||
Carl
A. Chase
|
54
|
Director
|
|||||
Ryan
Cravey
|
32
|
Director
|
Long
Term Compensation
|
|||||||||||||
Annual
Compensation
|
Awards
|
||||||||||||
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Securities
Underlying Options / SARs (#)
|
|||||||||
Kevan
M. Casey,
Prior
Chief Executive Officer
|
2004
|
96,000
|
30,807
(2)
|
--
|
|||||||||
2003
|
70,154
(1
|
)
|
24,000
(3)
|
|
100,000
|
||||||||
Michael
Lewis,
Chief
Executive Officer
|
2004
|
54,646
(4
|
)
|
46,500
(5)
|
|
450,000
|
|||||||
Tommy
Allen,
Vice
President & Secretary
|
2004
|
96,000
|
33,000
(7)
|
|
--
|
||||||||
2003
|
70,154
(6
|
)
|
24,000
(8)
|
|
100,000
|
||||||||
Ramzi
Nassar,
Chief
Strategy Officer
|
2004
|
84,923
(9
|
)
|
51,000
(10)
|
|
460,000
|
(1) |
Mr.
Casey joined eLinear in April 2003 and served as CEO from May 2003
until
December 2004. This amount includes all compensation paid to Mr.
Casey
since April 2003.
|
(2) |
Includes
$9,807 for a $1,000 per month auto and home office
allowance.
|
(3) |
Includes
$9,000 for a $1,000 per month auto and home office
allowance.
|
(4) |
Mr.
Lewis joined eLinear in May 2004 and became CEO in December 2004.
This
amount includes all compensation paid to Mr. Lewis since May
2004.
|
(5) |
Includes
$6,000 for a $1,000 per month auto and home office allowance and
$18,000
for a relocation allowance.
|
(6) |
Mr.
Allen joined eLinear in April 2003. This amount includes all compensation
paid to Mr. Allen since April 2003.
|
(7) |
Includes
$12,000 for a $1,000 per month auto and home office
allowance.
|
(8) |
Includes
$9,000 for a $1,000 per month auto and home office
allowance.
|
(9) |
Mr.
Nassar joined eLinear in January 2004. This amount includes all
compensation paid to Mr. Nassar since January
2004.
|
(10) |
Includes
$11,000 for a $1,000 per month auto and home office
allowance.
|
Name
|
Number
of Securities
Underlying
Options
Granted
(#)
|
Percent
of Total
Options
Granted to
Employees
in
Fiscal
Year
|
Exercise
or
Base
Price
($/Sh)
|
Expiration
Date
|
|||||||||
Michael
Lewis (1)
|
450,000
|
16
|
%
|
$
|
2.00
|
May
2009
|
|||||||
Ramzi
Nassar
|
460,000
|
17
|
%
|
$
|
2.00
|
January
2009
|
|||||||
Name
|
Shares
Acquired on Exercise
(#)
|
Value
Realized
($)
|
Number
of Unexercised Securities Underlying Options at FY-End
(#)
|
Value
of Unexercised
In-the-Money
Options
at FY-End
($)
(1)
|
|||||||||||||||
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
||||||||||||||||
Kevan
M. Casey
|
--
|
--
|
100,000
|
--
|
$
|
70,000
|
--
|
||||||||||||
Michael
Lewis
|
--
|
--
|
--
|
450,000
|
--
|
--
|
|||||||||||||
Tommy
Allen
|
--
|
--
|
100,000
|
--
|
$
|
70,000
|
--
|
||||||||||||
Ramzi
Nassar
|
--
|
--
|
--
|
460,000
|
--
|
--
|
|||||||||||||
(1)
|
The
closing price of our common stock as of the end of its fiscal year
ended
December 31, 2004 was $1.20 per
share.
|
§ |
each
person who is known by us to be the beneficial owner of more than
5% of
our outstanding shares of common
stock;
|
§ |
each
of our directors;
|
§ |
each
of our named executive officers; and
|
§ |
all
of our directors and executive officers as a
group.
|
Name
and Address of
Beneficial
Owner
|
Number
of
Shares
Beneficially
Owned
|
Percentage
of
Outstanding
Shares
|
|||||
Tabitha
Casey
|
6,411,289(1
|
)
|
28.7
|
%
|
|||
Kevan
M. Casey
|
6,411,289(2
|
)
|
28.7
|
%
|
|||
Michael
Lewis
|
10,000(3
|
)
|
*
|
||||
Nancy
Allen
|
6,411,290(4
|
)
|
28.7
|
%
|
|||
Tommy
Allen
|
6,411,290(5
|
)
|
28.7
|
%
|
|||
Ramzi
M. Nassar
|
142,500(6
|
)
|
*
|
||||
J.
Leonard Ivins
|
565,800(7
|
)
|
2.5
|
%
|
|||
Carl
A. Chase
|
134,445(8
|
)
|
*
|
||||
Ryan
Cravey
|
16,667(9
|
)
|
*
|
||||
All
Executive Officers and Directors
as a group (8 persons)
|
13,691,991(10
|
)
|
58.9
|
%
|
· |
Less
than one percent (1%)
|
(1) |
Includes
options held by Ms. Casey’s husband, Kevan Casey, to purchase 100,000
shares of common stock at an exercise price of $0.50 per share
expiring
April 16, 2007 and 129,619 shares owned by Ms. Casey’s husband, the record
holder.
|
(2) |
Includes
options to purchase 100,000 shares of common stock at an exercise
price of
$0.50 per share expiring April 16, 2007. Includes 6,181,670 shares
owned
by Mr. Casey’s wife, the record
holder.
|
(3) |
Excludes
(i) an option to purchase 450,000 stock options issued in May 2004
which
will vest 25% on May 25, 2005 and (ii) an additional 450,000 stock
options
which won’t be issued until shareholder approval of the 2005 Stock Option
Plan.
|
(4) |
Includes
options held by Ms. Allen’s husband, Tommy Allen, to purchase 100,000
shares of common stock at an exercise price of $0.50 per share
expiring
April 16, 2007 and 129,619 shares owned by Ms. Allen’s husband, the record
holder.
|
(5) |
Includes
options to purchase 100,000 shares of common stock at an exercise
price of
$0.50 per share expiring April 16, 2007. Includes 6,181,671 shares
owned
by Mr. Allen’s wife, the record
holder.
|
(6) |
Includes
options to purchase 115,000 shares of common stock at an exercise
price of
$2.00 per share expiring January 14,
2009.
|
(7) |
Includes
options to purchase 565,000 shares of common stock at exercise
prices
ranging from $0.50 to $3.00 per share expiring from November 28,
2005 to
December 29, 2010. Mr. Ivins’ business address is 2036 Brentwood Drive,
Houston, Texas 77019.
|
(8) |
Includes
options to purchase 134,400 shares of common stock at an exercise
price of
$0.50 per share expiring April 16, 2007. Mr. Chase’s business address is
1117 Herkimer Street, Houston, Texas
77008.
|
(9) |
Includes
options to purchase 16,667 shares of common stock at an exercise
price of
$2.75 per share expiring March 5, 2008. Mr. Cravey’s business address is
9542 Bending Willow Ln., Houston, Texas
77064.
|
(10) |
Includes
options to purchase 1,031,112 shares of common
stock.
|
§ |
restricting
dividends on the common stock;
|
§ |
diluting
the voting power of the common
stock;
|
§ |
impairing
the liquidation rights of the common stock;
and
|
§ |
delaying
or preventing a change in control of eLinear without further action
by the
stockholders.
|
§ |
Before
this date, the board of directors of the corporation approved either
the
business combination or the transaction which resulted in the stockholder
becoming an interested stockholder;
|
§ |
Upon
consummation of the transaction which resulted in the stockholder
becoming
an interested stockholder, the interested stockholder owned at
least 85%
of the voting stock of the corporation outstanding at the time
the
transaction commenced, excluding for purposes of determining the
number of
shares outstanding those shares
owned:
|
§ |
by
persons who are directors and also officers,
and
|
§ |
by
employee stock plans in which employee participants do not have
the right
to determine confidentially whether shares held subject to the
plan will
be offered in a tender or exchange offer;
or
|
§ |
On
or after the date the business combination is approved by the board
of
directors and authorized at an annual or special meeting of stockholders,
and not by written consent, by the affirmative vote of at least
66 2/3% of
the outstanding voting stock, which is not owned by the interested
stockholder.
|
December
31,
|
|||||||
2004
|
2003
|
||||||
ASSETS
|
Restated
|
||||||
Current
assets:
|
|||||||
Cash
|
$
|
898,869
|
$
|
554,483
|
|||
Cash in restricted accounts
|
504,580
|
--
|
|||||
Accounts receivable, net of allowance of $311,569 and $69,289 at
December
31, 2004 and 2003, respectively
|
5,010,733
|
1,637,217
|
|||||
Inventory
|
446,446
|
190,555
|
|||||
Other current assets
|
126,316
|
45,708
|
|||||
Total current assets
|
6,986,944
|
2,427,963
|
|||||
Property
and equipment, net
|
805,798
|
43,662
|
|||||
Other
assets:
|
|||||||
Goodwill
|
1,100,000
|
1,943,022
|
|||||
Deferred financing costs, net
|
132,346
|
--
|
|||||
Contract rights
|
273,693
|
--
|
|||||
Deposits
|
34,616
|
15,049
|
|||||
Total other assets
|
1,540,655
|
1,958,071
|
|||||
Total
assets
|
$
|
9,333,397
|
$
|
4,429,696
|
|||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts payable, trade
|
$
|
1,266,738
|
$
|
1,101,603
|
|||
Line of credit - revolver
|
2,784,543
|
--
|
|||||
Payable to officers
|
--
|
36,336
|
|||||
Accrued liabilities
|
1,049,974
|
148,747
|
|||||
Notes payable, officers
|
--
|
215,703
|
|||||
Total current liabilities
|
5,101,255
|
1,502,389
|
|||||
Long-term
debt, net
|
1,399,397
|
--
|
|||||
Commitments
and contingencies (Note 7)
|
|||||||
Shareholders’
equity:
|
|||||||
Preferred stock, $.02 par value, 10,000,000 shares authorized,
none
issued
|
--
|
--
|
|||||
Common stock, $.02 par value, 100,000,000 shares
authorized,
|
|||||||
21,622,598 and 17,020,754 shares issued and outstanding at
|
|||||||
December 31, 2004 and 2003, respectively
|
432,452
|
340,415
|
|||||
Additional paid-in capital
|
12,228,744
|
3,982,631
|
|||||
Accumulated deficit
|
(9,828,451
|
)
|
(1,395,739
|
)
|
|||
Total shareholders’ equity
|
2,832,745
|
2,927,307
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
9,333,397
|
$
|
4,429,696
|
2004
|
2003
|
||||||
Revenue:
|
|||||||
Products
|
$
|
21,472,050
|
$
|
12,623,092
|
|||
Services
|
2,513,383
|
878,048
|
|||||
Other
|
80,320
|
--
|
|||||
Total revenue
|
24,065,753
|
13,501,140
|
|||||
Cost
of revenue:
|
|||||||
Products
|
19,194,420
|
10,840,416
|
|||||
Services
|
1,282,418
|
526,989
|
|||||
Total cost of revenue
|
20,476,838
|
11,367,405
|
|||||
Gross
profit
|
3,588,915
|
2,133,735
|
|||||
Operating
expenses:
|
|||||||
Selling, general and administrative expenses:
|
|||||||
Payroll and related expenses
|
4,787,634
|
1,544,431
|
|||||
Office administration
|
1,524,253
|
338,674
|
|||||
Professional services
|
2,208,666
|
526,664
|
|||||
Impairment of goodwill
|
843,027
|
--
|
|||||
Other
|
1,267,457
|
741,494
|
|||||
Total selling, general and administrative
|
10,631,037
|
3,151,263
|
|||||
Depreciation and amortization
|
151,630
|
20,290
|
|||||
Total operating expenses
|
10,782,667
|
3,171,553
|
|||||
Loss
from operations
|
(7,193,752
|
)
|
(1,037,818
|
)
|
|||
Other
income (expense):
|
|||||||
Interest, net
|
(1,255,493
|
)
|
(30,775
|
)
|
|||
Other
|
16,533
|
46,432
|
|||||
Total other income (expense)
|
(1,238,960
|
)
|
15,657
|
||||
Net
loss
|
$
|
(8,432,712
|
)
|
$
|
(1,022,161
|
)
|
|
Net
loss per share:
|
|||||||
Basic and diluted
|
$
|
(0.42
|
)
|
$
|
(0.07
|
)
|
|
Weighted
average number of common shares outstanding:
|
|||||||
Basic and diluted
|
20,289,723
|
14,382,140
|
Additional
|
Total
|
|||||||||||||||
Common
Stock
|
Paid-in
|
Accumulated
|
Shareholders’
|
|||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
(Deficit)
|
||||||||||||
Balances
January 1, 2003
|
12,961,979
|
$
|
259,240
|
$
|
--
|
$
|
(373,578
|
)
|
$
|
(114,338
|
)
|
|||||
Stock
issued in reverse acquisition
|
1,043,761
|
20,875
|
429,843
|
--
|
450,718
|
|||||||||||
Stock
issued for cancellation of warrants
|
134,750
|
2,695
|
51,205
|
--
|
53,900
|
|||||||||||
Exercise
of stock options
|
573,700
|
11,474
|
733,969
|
--
|
745,443
|
|||||||||||
Issuance
of stock options for forgiveness of debt
|
--
|
--
|
13,188
|
--
|
13,188
|
|||||||||||
Stock
issued for services
|
126,000
|
2,520
|
340,789
|
--
|
343,309
|
|||||||||||
Stock
options issued for services
|
--
|
--
|
114,493
|
--
|
114,493
|
|||||||||||
Stock
issued for cash, net of costs
|
1,330,564
|
26,611
|
811,644
|
--
|
838,255
|
|||||||||||
Stock
options issued for acquisition
|
--
|
--
|
274,000
|
--
|
274,000
|
|||||||||||
Stock
issued for acquisition
|
850,000
|
17,000
|
1,195,500
|
--
|
1,230,500
|
|||||||||||
Net
loss
|
--
|
--
|
--
|
(1,022,161
|
)
|
(1,022,161
|
)
|
|||||||||
Balances,
December 31, 2003
|
17,020,754
|
340,415
|
3,982,631
|
(1,395,739
|
)
|
2,927,307
|
||||||||||
Exercise
of stock options
|
312,600
|
6,252
|
409,010
|
--
|
415,262
|
|||||||||||
Exercise
of stock warrants
|
200,581
|
4,012
|
196,569
|
--
|
200,581
|
|||||||||||
Stock
issued for cash, net of costs
|
3,194,225
|
63,884
|
4,521,908
|
--
|
4,585,792
|
|||||||||||
Debt
discount
|
--
|
--
|
1,039,620
|
--
|
1,039,620
|
|||||||||||
Stock
issued for services
|
575,190
|
11,504
|
845,980
|
--
|
857,484
|
|||||||||||
Stock
option expense
|
--
|
--
|
220,091
|
--
|
220,091
|
|||||||||||
Stock
issued for cancellation of penalties
|
319,248
|
6,385
|
346,839
|
--
|
353,224
|
|||||||||||
Stock
warrants repriced for cancellation of penalties
|
--
|
--
|
327,171
|
--
|
327,171
|
|||||||||||
Beneficial
conversion feature of note
|
--
|
--
|
338,925
|
--
|
338,925
|
|||||||||||
Net
loss
|
--
|
--
|
--
|
(8,432,712
|
)
|
(8,432,712
|
)
|
|||||||||
Balances
December 31, 2004
|
21,622,598
|
$
|
432,452
|
$
|
12,228,744
|
$
|
(9,828,451
|
)
|
$
|
2,832,745
|
2004
|
2003
|
||||||
Cash
flows from operating activities:
|
|||||||
Net loss
|
$
|
(8,432,712
|
)
|
$
|
(1,022,161
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|||||||
Depreciation and amortization
|
149,210
|
20,290
|
|||||
Impairment of goodwill
|
843,022
|
--
|
|||||
Bad debt expense
|
242,280
|
--
|
|||||
Amortization of debt discounts
|
658,517
|
--
|
|||||
Stock and stock option based compensation
|
1,077,575
|
511,702
|
|||||
Stock issuance and warrant repricing for payment of
penalties
|
680,395
|
--
|
|||||
Beneficial conversion feature of note
|
338,925
|
--
|
|||||
Changes in assets and liabilities:
|
|||||||
Accounts receivable
|
(3,615,796
|
)
|
(311,486
|
)
|
|||
Inventory
|
(2,914
|
)
|
(173,608
|
)
|
|||
Other current assets
|
(80,608
|
)
|
(45,708
|
)
|
|||
Accounts payable
|
165,135
|
(115,517
|
)
|
||||
Accrued liabilities
|
864,891
|
29,719
|
|||||
Net
cash used in operating activities
|
(7,112,080
|
)
|
(1,106,769
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Purchase of property and equipment
|
(688,016
|
)
|
(9,886
|
)
|
|||
Restricted cash
|
(504,580
|
)
|
--
|
||||
Acquisition of TanSeco
|
(750,000
|
)
|
--
|
||||
Deposits
|
(19,567
|
)
|
(9,257
|
)
|
|||
Net
cash used in investing activities
|
(1,962,163
|
)
|
(19,143
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Proceeds from notes payable due to officers
|
--
|
161,262
|
|||||
Repayment on notes payable due to officers
|
(215,703
|
)
|
(185,459
|
)
|
|||
Proceeds from revolver, net
|
2,705,697
|
--
|
|||||
Proceeds from long-term debt
|
2,000,000
|
--
|
|||||
Payment of up-front financing costs
|
(273,000
|
)
|
--
|
||||
Proceeds from exercise of stock options and warrants
|
615,843
|
745,443
|
|||||
Proceeds from sale of common stock, net
|
4,585,792
|
838,255
|
|||||
Net
cash provided by financing activities
|
9,418,629
|
1,559,501
|
|||||
Net
increase in cash
|
344,386
|
433,589
|
|||||
Cash
and cash equivalents, beginning of year
|
554,483
|
120,894
|
|||||
Cash
and cash equivalents, end of year
|
$
|
898,869
|
$
|
554,483
|
Non-cash
transactions:
|
|||||||
Issuance of stock in reverse acquisition
|
$
|
--
|
$
|
450,718
|
|||
Issuance of stock for acquisition
|
$
|
--
|
$
|
1,504,500
|
|||
Issuance of options for forgiveness of debt
|
$
|
--
|
$
|
13,188
|
a) |
Consolidation
|
|
As
of December 31, 2004, eLinear had three wholly-owned subsidiaries,
NetView
Technologies, Inc., NewBridge Technologies, Inc. and TanSeco Systems,
Inc.
All material inter-company balances and inter-company transactions
have
been eliminated.
|
|
Cash
and cash equivalents consist of cash on hand and held in banks
in
unrestricted accounts. The Company considers all highly liquid
investments
with an original maturity of three months or less to be cash
equivalents.
|
c) |
Inventory
|
December
31, 2004
|
December
31, 2003
|
||||||
Net loss:
|
|||||||
As reported
|
$
|
(8,432,712
|
)
|
$
|
(1,022,161
|
)
|
|
Stock based compensation under fair value method
|
(381,224
|
)
|
(103,768
|
)
|
|||
Pro forma
|
$
|
(8,813,936
|
)
|
$
|
(1,125,929
|
)
|
|
Net loss
per share - basic and diluted:
|
|||||||
As reported
|
$
|
(0.42
|
)
|
$
|
(0.07
|
)
|
|
Stock based compensation under fair value method
|
(0.02
|
)
|
(0.01
|
)
|
|||
Pro forma
|
$
|
(0.44
|
)
|
$
|
(0.08
|
)
|
eLinear
|
NewBridge
|
Total
|
||||||||
Current
assets
|
$
|
110,467
|
$
|
126,455
|
$
|
236,922
|
||||
Property
and equipment
|
11,392
|
11,082
|
22,474
|
|||||||
Goodwill
|
451,920
|
1,100,000
|
1,943,022
|
|||||||
Total assets acquired
|
573,779
|
1,237,537
|
2,202,418
|
|||||||
Current
liabilities
|
123,061
|
124,139
|
247,200
|
|||||||
Net assets acquired
|
$
|
450,718
|
$
|
1,361,676
|
$
|
1,955,218
|
Twelve
Months Ended
December
31,
|
|||||||
2003
|
2002
|
||||||
Revenue
|
$
|
14,059,714
|
$
|
8,824,164
|
|||
Net
loss
|
$
|
(1,093,213
|
)
|
$
|
(264,814
|
)
|
|
Net
loss per share - basic and diluted
|
$
|
(0.08
|
)
|
$
|
(0.02
|
)
|
Original
loan draw down amount
|
$
|
3,000,000
|
||
Add: Net amount of borrowings
|
1,784,543
|
|||
Face
value of amount borrowed
|
4,784,543
|
|||
Fee
paid to Laurus
|
(219,500
|
)
|
||
Beneficial
conversion amount
|
(1,039,620
|
)
|
||
Amortization
of debt discounts
|
658,517
|
|||
Laurus
debt, net as of December 31, 2004
|
$
|
4,183,940
|
Estimated
|
December
31,
|
|||||||||
Lives
|
2004
|
2003
|
||||||||
Vehicles
|
5
years
|
$
|
33,807
|
$
|
12,806
|
|||||
Computer
software and equipment
|
3
years
|
231,116
|
72,411
|
|||||||
Furniture
and equipment
|
7
years
|
610,349
|
20,159
|
|||||||
Leasehold
improvements
|
Life
of lease
|
129,549
|
--
|
|||||||
1,004,821
|
105,376
|
|||||||||
Accumulated
depreciation
|
(199,023
|
)
|
(61,714
|
)
|
||||||
Net
property and equipment
|
$
|
805,798
|
$
|
43,662
|
Twelve
Months Ending December 31,
|
||||
2005
|
$
|
427,640
|
||
2006
|
209,048
|
|||
2007
|
190,911
|
|||
2008
|
106,777
|
|||
2009
|
35,592
|
|||
Total
|
$
|
969,968
|
Number
of Shares
|
Weighted
Average Exercise Price
|
||||||
Outstanding,
January 1, 2003
|
1,187,083
|
$
|
5.44
|
||||
Granted
|
1,376,800
|
0.73
|
|||||
Exercised
|
(573,700
|
)
|
1.31
|
||||
Forfeited
|
--
|
--
|
|||||
Expired
|
--
|
--
|
|||||
Outstanding,
December 31, 2003
|
1,990,183
|
$
|
3.38
|
||||
Granted
|
2,901,500
|
1.74
|
|||||
Exercised
|
(312,600
|
)
|
1.33
|
||||
Forfeited
|
(64,500
|
)
|
0.85
|
||||
Expired
|
--
|
--
|
|||||
Outstanding,
December 31, 2004
|
4,514,583
|
$
|
2.51
|
||||
Exercisable,
December 31, 2004
|
1,706,908
|
$
|
3.79
|
Exercise
Price
|
Financing
Date
|
Outstanding
Warrants
|
Expiration
Date
|
|||||||
$0.70
|
December
2003
|
26,611
|
December
2005
|
|||||||
$1.00
|
January
2004
|
666,859
|
June
2005
|
|||||||
$1.00
|
February
2004
|
240,000
|
June
2005
|
|||||||
$1.55
|
January
2004
|
381,719
|
March
2005
|
|||||||
$1.89
|
January
2004
|
1,296,388
|
January
2009
|
|||||||
$2.50
|
February
2004
|
386,500
|
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
|
4,114,577
|
Note
payable to an officer with interest at 7% per annum and principal
and
interest due July 1, 2004, without collateral.
|
$
|
81,303
|
||
Note
payable to an officer with interest at 7% per annum and principal
and
interest due July 1, 2004, without collateral.
|
134,400
|
|||
Accrued
liabilities due to officers
|
36,336
|
|||
Total
|
$
|
252,039
|
For
the Year Ended December 31, 2004
|
||||||||||||||||
Dollars
($)
|
Consulting
Services
|
Network
and Storage Solutions
|
Communications
Deployment
|
Security
Solutions
|
Consolidated
|
|||||||||||
Revenue
|
106,515
|
21,753,584
|
1,827,873
|
377,781
|
24,065,753
|
|||||||||||
Segment
loss
|
(6,009,770
|
)
|
(1,356,590
|
)
|
(878,379
|
)
|
(187,973
|
)
|
(8,432,712
|
)
|
||||||
Total
assets
|
1,730,410
|
4,726,771
|
1,781,988
|
1,094,228
|
9,333,397
|
|||||||||||
Capital
expenditures
|
343,636
|
295,113
|
11,286
|
37,981
|
688,016
|
|||||||||||
Depreciation
andamortization
|
55,929
|
66,572
|
4,703
|
24,426
|
151,630
|
For
the Year Ended December 31, 2003
(Restated)
|
||||||||||||||||
Dollars
($)
|
Consulting
Services
|
Network
and Storage Solutions
|
Communications
Deployment
|
Security
Solutions
|
Consolidated
|
|||||||||||
Revenue
|
608,370
|
12,686,133
|
206,637
|
--
|
13,501,140
|
|||||||||||
Segment
loss
|
(717,565
|
)
|
(216,303
|
)
|
(88,293
|
)
|
--
|
(1,022,161
|
)
|
|||||||
Total
assets
|
1,071,083
|
1,695,284
|
1,663,329
|
--
|
4,429,696
|
|||||||||||
Capital
expenditures
|
--
|
9,886
|
--
|
--
|
9,886
|
|||||||||||
Depreciation
|
2,686
|
15,568
|
2,036
|
--
|
20,290
|
December
31,
|
|||||||
2004
|
2003
|
||||||
Deferred
tax assets
|
$
|
2,000,000
|
$
|
170,000
|
|||
Valuation
allowance
|
(2,000,000
|
)
|
(170,000
|
)
|
|||
-
|
$ | -- |
$
|
--
|
March
31,
|
December
31,
|
||||||
2005
|
2004
|
||||||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
1,768,022
|
$
|
898,869
|
|||
Cash in restricted account
|
504,580
|
504,580
|
|||||
Accounts receivable, net of allowance of $353,897 at March 31,
2005 and
$311,569 at December 31, 2004, respectively
|
4,100,621
|
5,010,733
|
|||||
Inventory
|
708,070
|
446,446
|
|||||
Other current assets
|
130,073
|
126,316
|
|||||
Total current assets
|
7,211,366
|
6,986,944
|
|||||
Property
and equipment, net
|
776,542
|
805,798
|
|||||
Other
assets:
|
|||||||
Receivable from investors | 9,276,341 | -- | |||||
Goodwill
|
1,100,000
|
1,100,000
|
|||||
Deferred financing costs, net
|
117,073
|
132,346
|
|||||
Contract rights
|
237,994
|
273,693
|
|||||
Deposits
|
45,221
|
34,616
|
|||||
Total other assets
|
10,776,629
|
1,540,655
|
|||||
Total
assets
|
$
|
18,764,537
|
$
|
9,333,397
|
|||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts payable, trade
|
$
|
1,454,522
|
$
|
1,266,738
|
|||
Line of credit - revolver
|
1,949,504
|
2,784,543
|
|||||
Accrued liabilities
|
1,997,970
|
1,049,974
|
|||||
Notes payable and rescission liability | 2,400,000 | -- | |||||
Total current liabilities
|
7,801,996
|
5,101,255
|
|||||
Long-term
debt, net
|
8,133,715
|
1,399,397
|
|||||
Shareholders'
equity:
|
|||||||
Preferred stock, $,02 par value, 10,000,000 shares authorized,
none
issued
|
--
|
--
|
|||||
Common stock, $.02 par value, 100,000,000 shares
authorized,
|
|||||||
22,638,212 and 21,622,598 shares issued and outstanding at
|
|||||||
March 31, 2005 and December 31, 2004,
respectively
|
452,764
|
432,452
|
|||||
Additional paid-in capital
|
15,621,880
|
12,228,744
|
|||||
Accumulated deficit
|
(13,245,818
|
)
|
(9,828,451
|
)
|
|||
Total shareholders’ equity
|
2,828,826
|
2,832,745
|
|||||
Total
liabilities and shareholders' equity
|
$
|
18,764,537
|
$
|
9,333,397
|
2005
|
2004
|
||||||
Revenue:
|
|||||||
Products
|
$
|
4,860,442
|
$
|
3,956,625
|
|||
Services
|
625,580
|
218,453
|
|||||
Other
|
26,253
|
--
|
|||||
Total revenue
|
5,512,275
|
4,175,078
|
|||||
Cost
of revenue:
|
|||||||
Products
|
4,270,339
|
3,514,148
|
|||||
Services
|
329,418
|
200,614
|
|||||
Total cost of revenue
|
4,599,757
|
3,714,762
|
|||||
Gross profit
|
912,518
|
460,316
|
|||||
Operating
expenses:
|
|||||||
Selling, general and administrative expenses:
|
|||||||
Payroll and related expenses
|
1,806,743
|
534,998
|
|||||
Office administration
|
370,742
|
229,094
|
|||||
Professional services
|
410,764
|
300,991
|
|||||
Impairment of goodwill
|
--
|
451,925
|
|||||
Other
|
1,394,906
|
372,161
|
|||||
Total selling, general and administrative
|
3,983,155
|
1,889,169
|
|||||
Depreciation and amortization
|
133,051
|
8,505
|
|||||
Total operating expenses
|
4,116,206
|
1,897,674
|
|||||
Loss
from operations
|
(3,203,688
|
)
|
(1,437,358
|
)
|
|||
Other
income (expense):
|
|||||||
Interest, net
|
(232,435
|
)
|
(43,272
|
)
|
|||
Other
|
18,756
|
--
|
|||||
Total other income (expense)
|
(213,679
|
)
|
(43,272
|
)
|
|||
Net
loss
|
$
|
(3,417,367
|
)
|
$
|
(1,480,630
|
)
|
|
Net
loss per share:
|
|||||||
Basic and diluted
|
$
|
(0.15
|
)
|
$
|
(0.09
|
)
|
|
Weighted
average number of common shares outstanding:
|
|||||||
Basic and diluted
|
22,178,405
|
16,917,987
|
2005
|
|
|
2004
|
|
|||
|
|
|
(Restated)
|
(Restated
|
)
|
||
Cash
flows from operating activities:
|
|||||||
Net loss
|
$
|
(3,417,367
|
)
|
$
|
(1,480,650
|
)
|
|
Adjustments to reconcile net loss to cash used in operating
activities:
|
|||||||
Depreciation and amortization
|
148,317
|
8,505
|
|||||
Impairment of goodwill
|
--
|
451,920
|
|||||
Bad debt expense
|
42,328
|
--
|
|||||
Amortization of debt discounts
|
145,302
|
54,044
|
|||||
Stock and stock option based compensation
|
807,327
|
239,474
|
|||||
Extension of warrant expiration date
|
27,871
|
--
|
|||||
Changes in assets and liabilities:
|
|||||||
Accounts receivable
|
867,784
|
(915,881
|
)
|
||||
Inventory
|
(261,624
|
)
|
(117,600
|
)
|
|||
Other current assets
|
(3,757
|
)
|
(17,173
|
)
|
|||
Accounts payable
|
187,784
|
(449,032
|
)
|
||||
Payable to officers
|
--
|
(31,336
|
)
|
||||
Accrued liabilities
|
947,996
|
53,820
|
|||||
Net
cash used in operating activities
|
(508,039
|
)
|
(2,203,909
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Purchase of property and equipment
|
(68,089
|
)
|
(50,800
|
)
|
|||
Certificate of deposit
|
--
|
(500,000
|
)
|
||||
Cash
in restricted account
|
--
|
(500,000
|
)
|
||||
Receivable from investors | (9,276,341 | ) | -- | ||||
Deposits
|
(10,605
|
)
|
(13,159
|
)
|
|||
Net
cash used in investing activities
|
(9,355,035
|
)
|
(1,063,959
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Repayment on notes payable due to officers
|
--
|
(215,703
|
)
|
||||
Proceeds from financing agreement
|
12,000,000
|
2,539,515
|
|||||
Payment of up-front financing costs
|
(449,484
|
)
|
--
|
||||
Repayment of financing agreement
|
(835,039
|
)
|
--
|
||||
Proceeds from exercise of stock options
|
16,750
|
338,150
|
|||||
Proceeds from sale of common stock, net
|
--
|
4,584,591
|
|||||
Net
cash provided by financing activities
|
10,732,227
|
7,246,553
|
|||||
Net
increase in cash
|
869,153
|
3,978,685
|
|||||
Cash
and cash equivalents, beginning of period
|
898,869
|
554,483
|
|||||
Cash
and cash equivalents, end of period
|
$
|
1,768,022
|
$
|
4,553,168
|
|||
Supplemental
cash flow disclosures:
|
|||||||
Interest paid
|
$
|
71,859
|
$
|
6,342
|
|||
Supplemental
non-cash disclosures:
|
|||||||
Debt converted into equity
|
$
|
275,000
|
$
|
--
|
Three
Months Ended
March
31,
|
|||||||
2005
|
2004
|
||||||
Net
loss, as reported
|
$
|
(3,417,367
|
)
|
$
|
(1,480,630
|
)
|
|
Add:
Stock-based employee compensation included in reported net
loss
|
50,015
|
--
|
|||||
Stock based compensation under fair value method
|
(415,190
|
)
|
--
|
||||
Pro forma net loss
|
$
|
(3,782,542
|
)
|
$
|
(1,480,630
|
)
|
|
Net
loss per share:
|
|||||||
Basic and diluted - as reported
|
$
|
(0.15
|
)
|
$
|
(0.09
|
)
|
|
Stock based compensation under fair value method
|
(0.02
|
)
|
--
|
||||
Basic and diluted - pro forma
|
$
|
(0.17
|
)
|
$
|
(0.09
|
)
|
Original
loan draw down amount
|
$
|
3,000,000
|
||
Add:
Net amount of borrowings
|
949,504
|
|||
Face
value of amount borrowed
|
3,949,504
|
|||
Conversion
to equity
|
(275,000
|
)
|
||
Fee
paid to Laurus
|
(219,500
|
)
|
||
Beneficial
conversion amount
|
(1,039,620
|
)
|
||
Amortization
of debt discounts
|
727,817
|
|||
Laurus
debt, net as of March 31, 2005
|
$
|
3,143,201
|
Exercise
Price
|
Financing
Date
|
Outstanding
Warrants
|
Expiration
Date
|
|||||||
$0.70
|
December
2003
|
26,611
|
December
2005
|
|||||||
$1.00
|
January
2004
|
666,859
|
June
2005
|
|||||||
$1.00
|
February
2004
|
240,000
|
June
2005
|
|||||||
$1.55
|
January
2004
|
381,719
|
June
2005
|
|||||||
$1.89
|
January
2004
|
1,296,388
|
January
2009
|
|||||||
$2.50
|
February
2004
|
386,500
|
February
2006
|
|||||||
$3.00
|
February
2004
|
676,500
|
February
2009
|
|||||||
$3.05
|
February
2004
|
200,000
|
February
2011
|
|||||||
$3.19
|
February
2004
|
50,000
|
February
2011
|
|||||||
$3.22
|
February
2004
|
40,000
|
February
2011
|
|||||||
$1.90
|
October
2004
|
150,000
|
October
2011
|
|||||||
$1.25
|
February
2005
|
1,800,000
|
February
2012
|
|||||||
Total
|
5,914,577
|
For
the Three Months Ended March 31, 2005
|
||||||||||||||||
Dollars
($)
|
Consulting
Services
|
Network
and Storage Solutions
|
Communications
Deployment
|
Security
Solutions
|
Consolidated
|
|||||||||||
Revenue
|
5,212
|
4,378,381
|
319,452
|
809,230
|
5,512,275
|
|||||||||||
Segment
loss
|
(2,613,249
|
)
|
(495,870
|
)
|
(29,037
|
)
|
(279,211
|
)
|
(3,417,367
|
)
|
||||||
Total
assets
|
11,769,438
|
3,747,578
|
1,540,012
|
1,707,509
|
18,764,537
|
|||||||||||
Capital
expenditures
|
27,729
|
24,473
|
--
|
15,887
|
68,089
|
|||||||||||
Depreciation
and amortization
|
24,932
|
32,918
|
1,476
|
73,725
|
133,051
|
For
the Three Months Ended March 31, 2004
|
||||||||||||||||
Dollars
($)
|
Consulting
Services
|
Network
and Storage Solutions
|
Communications
Deployment
|
Security
Solutions
|
Consolidated
|
|||||||||||
Revenue
|
46,945
|
3,956,625
|
171,508
|
--
|
4,175,078
|
|||||||||||
Segment
profit (loss)
|
(1,273,293
|
)
|
94,503
|
(112,834
|
)
|
--
|
(1,480,630
|
)
|
||||||||
Total
assets
|
4,653,444
|
3,929,364
|
1,739,373
|
--
|
10,322,181
|
|||||||||||
Capital
expenditures
|
15,375
|
34,860
|
565
|
--
|
50,800
|
|||||||||||
Depreciation
|
2,721
|
4,159
|
1,626
|
--
|
8,505
|
March
31,
|
March
31,
|
|||||||||
2005
|
Restatement
|
2005
|
||||||||
(Unaudited)
|
(Restated
|
)
|
||||||||
ASSETS
|
||||||||||
Current
assets:
|
||||||||||
Cash
|
$
|
1,768,022
|
$
|
1,768,022
|
||||||
Cash in restricted account
|
9,780,921
|
(9,276,341
|
)
|
504,580
|
||||||
Accounts receivable, net of allowance of $353,897 at March 31,
2005
|
||||||||||
and $311,569 at December 31, 2004, respectively
|
4,100,621
|
4,100,621
|
||||||||
Inventory
|
708,070
|
708,070
|
||||||||
Other current assets
|
130,073
|
130,073
|
||||||||
Total current assets
|
7,211,366
|
7,211,366
|
||||||||
Property
and equipment, net
|
776,542
|
776,542
|
||||||||
Other
assets:
|
||||||||||
Receivable from investors
|
--
|
9,276,341
|
9,276,341
|
|||||||
Goodwill
|
1,100,000
|
1,100,000
|
||||||||
Deferred financing costs, net
|
117,073
|
117,073
|
||||||||
Contract rights
|
237,994
|
237,994
|
||||||||
Deposits
|
45,221
|
45,221
|
||||||||
Total other assets
|
10,776,629
|
10,776,629
|
||||||||
Total
assets
|
$
|
18,764,537
|
$
|
18,764,537
|
||||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||||
Current
liabilities:
|
||||||||||
Accounts payable, trade
|
$
|
1,454,522
|
$
|
1,454,522
|
||||||
Line of credit - revolver
|
1,949,504
|
1,949,504
|
||||||||
Accrued liabilities
|
1,997,970
|
1,997,970
|
||||||||
Notes payable rescission liability
|
--
|
2,400,000
|
2,400,000
|
|||||||
Total current liabilities
|
5,401,996
|
7,801,996
|
||||||||
Long-term
debt, net
|
10,533,715
|
(2,400,000
|
)
|
8,133,715
|
||||||
Shareholders'
equity:
|
||||||||||
Preferred stock, $.02 par value, 10,000,000 shares
authorized,
|
||||||||||
none issued
|
--
|
--
|
||||||||
Common stock, $.02 par value, 100,000,000 shares
authorized,
|
||||||||||
22,638,212 and 21,622,598 shares issued and outstanding at
|
||||||||||
March 31, 2005 and December 31, 2004, respectively
|
452,764
|
452,764
|
||||||||
Additional paid-in capital
|
15,621,880
|
15,621,880
|
||||||||
Accumulated deficit
|
(13,245,818
|
)
|
(13,245,818
|
)
|
||||||
Total shareholders’ equity
|
2,828,826
|
2,828,826
|
||||||||
Total
liabilities and shareholders' equity
|
$
|
18,764,537
|
$
|
18,764,537
|
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)
Specimen
of Registrant’s Common Stock Certificate (incorporated by reference to
Registrant’s Form 10-KSB for the period ended December 31,
1995)
|
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 Tommy Allen (incorporated by reference to Exhibit
10.3 to
Registrant’s Annual Report on Form 10-KSB, dated April 15, 2003)
*
|
10.2
|
2000
Stock Option Plan (incorporated by reference to Exhibit 4.1 to
Registrant’s Definitive Proxy Statement on Schedule 14A, dated June 30,
2000) *
|
10.3
|
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)
*
|
10.4
|
Amended
and Restated 2003 Stock Option Plan (incorporated by reference
to Exhibit
10.1 to Registrant’s Form S-8, dated January 14, 2003)
*
|
10.5
|
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)
|
10.6
|
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)
|
10.7
|
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)
|
10.8
|
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)
|
10.9
|
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)
|
10.10
|
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) *
|
10.11
|
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)
|
10.12
|
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)
|
10.13
|
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)
|
10.14
|
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)
|
10.15
|
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)
|
10.16
|
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)
|
10.17
|
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)
|
10.18
|
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)
|
10.19
|
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)
|
10.20
|
eLinear,
Inc. 2004 Stock Option Plan (incorporated by reference to Exhibit
A to
Registrant’s Definitive Information Statement, dated October 15, 2004)
*
|
10.21
|
Employment
Agreement dated January 15, 2005, with Michael Lewis (incorporated
by
reference to Exhibit 10.21 to Registrant’s Form 10-KSB, dated March 18,
2005) *
|
10.22
|
Amendment
to the Security Agreement and Ancillary Agreement with Laurus Master
Funs,
LLC (incorporated by reference to Exhibit 10.24 to Registrant’s Form SB-2
dated November 5, 2004)
|
10.23
|
Stock
Purchase Agreement of TanSeco Systems, Inc. (incorporated by reference
to
Exhibit 10.25 to Registrant’s Form SB-2 dated November 5,
2004)
|
10.24
|
Service
Agreement with RadioShack Corporation (incorporated by reference
to
Exhibit 10.26 to Registrant’s Form SB-2 dated November 5,
2004)
|
10.25
|
Form
of Master Security Agreement, dated as of February 28, 2005, by
and
between eLinear, Inc., NetView Technologies, Inc., NewBridge Technologies,
Inc., TanSeco Systems, Inc. and Investor (incorporated by reference
to
Exhibit 10.1 to Registrant’s Form 8-K dated March 3,
2005)
|
10.26
|
Form
of Common Stock Purchase Warrant Agreement, dated as of February
28, 2005,
by and between eLinear, Inc. and Investor (incorporated by reference
to
Exhibit 10.2 to Registrant’s Form 8-K dated March 3,
2005)
|
10.27
|
Form
of Secured Convertible Term Note, dated as of February 28, 2005,
by and
between eLinear, Inc. and Investor (incorporated by reference to
Exhibit
10.3 to Registrant’s Form 8-K dated March 3, 2005)
|
10.28
|
Form
of Restricted Account Agreement, dated as of February 28, 2005,
by and
between eLinear, Inc., the bank and Investor (incorporated by reference
to
Exhibit 10.4 to Registrant’s Form 8-K dated March 3,
2005)
|
10.29
|
Form
of Registration Rights Agreement, dated as of February 28, 2005,
by and
between eLinear, Inc. and Investor (incorporated by reference to
Exhibit
10.5 to Registrant’s Form 8-K dated March 3, 2005)
|
10.30
|
Form
of Stock Purchase Agreement, dated as of February 28, 2005, by
and between
eLinear, Inc. and Investor (incorporated by reference to Exhibit
10.6 to
Registrant’s Form 8-K dated March 3, 2005)
|
10.31
|
Consulting
Agreement dated December 22, 2005 with Kevan Casey (incorporated
by
reference to Exhibit 1031 to Registrant’s Form 10-KSB, dated March 18,
2005) *
|
10.32
|
Side
Letter dated as of February 28, 2005, by and between eLinear, Inc.
and
Investor
|
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)
|
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be
a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be
the initial
bona
fide
offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
|
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)
Specimen
of Registrant’s Common Stock Certificate (incorporated by reference to
Registrant’s Form 10-KSB for the period ended December 31,
1995)
|
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 Tommy Allen (incorporated by reference to Exhibit
10.3 to
Registrant’s Annual Report on Form 10-KSB, dated April 15, 2003)
*
|
10.2
|
2000
Stock Option Plan (incorporated by reference to Exhibit 4.1 to
Registrant’s Definitive Proxy Statement on Schedule 14A, dated June 30,
2000) *
|
10.3
|
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)
*
|
10.4
|
Amended
and Restated 2003 Stock Option Plan (incorporated by reference
to Exhibit
10.1 to Registrant’s Form S-8, dated January 14, 2003)
*
|
10.5
|
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)
|
10.6
|
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)
|
10.7
|
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)
|
10.8
|
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)
|
10.9
|
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)
|
10.10
|
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) *
|
10.11
|
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)
|
10.12
|
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)
|
10.13
|
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)
|
10.14
|
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)
|
10.15
|
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)
|
10.16
|
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)
|
10.17
|
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)
|
10.18
|
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)
|
10.19
|
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)
|
10.20
|
eLinear,
Inc. 2004 Stock Option Plan (incorporated by reference to Exhibit
A to
Registrant’s Definitive Information Statement, dated October 15, 2004)
*
|
10.21
|
Employment
Agreement dated January 15, 2005, with Michael Lewis (incorporated
by
reference to Exhibit 10.21 to Registrant’s Form 10-KSB, dated March 18,
2005) *
|
10.22
|
Amendment
to the Security Agreement and Ancillary Agreement with Laurus Master
Funs,
LLC (incorporated by reference to Exhibit 10.24 to Registrant’s Form SB-2
dated November 5, 2004)
|
10.23
|
Stock
Purchase Agreement of TanSeco Systems, Inc. (incorporated by reference
to
Exhibit 10.25 to Registrant’s Form SB-2 dated November 5,
2004)
|
10.24
|
Service
Agreement with RadioShack Corporation (incorporated by reference
to
Exhibit 10.26 to Registrant’s Form SB-2 dated November 5,
2004)
|
10.25
|
Form
of Master Security Agreement, dated as of February 28, 2005, by
and
between eLinear, Inc., NetView Technologies, Inc., NewBridge Technologies,
Inc., TanSeco Systems, Inc. and Investor (incorporated by reference
to
Exhibit 10.1 to Registrant’s Form 8-K dated March 3,
2005)
|
10.26
|
Form
of Common Stock Purchase Warrant Agreement, dated as of February
28, 2005,
by and between eLinear, Inc. and Investor (incorporated by reference
to
Exhibit 10.2 to Registrant’s Form 8-K dated March 3,
2005)
|
10.27
|
Form
of Secured Convertible Term Note, dated as of February 28, 2005,
by and
between eLinear, Inc. and Investor (incorporated by reference to
Exhibit
10.3 to Registrant’s Form 8-K dated March 3, 2005)
|
10.28
|
Form
of Restricted Account Agreement, dated as of February 28, 2005,
by and
between eLinear, Inc., the bank and Investor (incorporated by reference
to
Exhibit 10.4 to Registrant’s Form 8-K dated March 3,
2005)
|
10.29
|
Form
of Registration Rights Agreement, dated as of February 28, 2005,
by and
between eLinear, Inc. and Investor (incorporated by reference to
Exhibit
10.5 to Registrant’s Form 8-K dated March 3, 2005)
|
10.30
|
Form
of Stock Purchase Agreement, dated as of February 28, 2005, by
and between
eLinear, Inc. and Investor (incorporated by reference to Exhibit
10.6 to
Registrant’s Form 8-K dated March 3, 2005)
|
10.31
|
Consulting
Agreement dated December 22, 2005 with Kevan Casey (incorporated
by
reference to Exhibit 1031 to Registrant’s Form 10-KSB, dated March 18,
2005) *
|
10.32
|
Side
Letter dated as of February 28, 2005, by and between eLinear, Inc.
and
Investor
|
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)
|