eLinear, Inc. Announces Delay in Filing Its Form 10-QSB for the Quarter Ended September 30, 2005
19 November 2005 - 9:02AM
Business Wire
eLinear, Inc. (AMEX:ELU) (the "Company") announced today that it
would not be filing its quarterly report on Form 10-QSB for the
quarterly period ended September 30, 2005, on November 21, 2005,
the extended due date. The Company filed a registration statement
on March 22, 2005, to register the resale of common stock
underlying convertible secured notes and warrants issued in a $12
million financing arrangement which was closed in February 2005.
The February 2005 financing was amended in July 2005. The Company
withdrew the March 2005 registration statement prior to the
amendment and subsequently filed a new resale registration
statement relating to the July 2005 amended financing. The
Securities and Exchange Commission provided comments on each of the
Company's registration statements, the comment and response process
has been ongoing, and most recently on September 21, 2005, the
Commission responded to the Company that it (i) believed EITF 00-19
applies when evaluating whether embedded derivative instruments
qualify as equity instruments or liabilities, (ii) had further
comments on the Company's accounting for warrants issued in
financings effected in 2004 and 2005, and (iii) believed that EITF
96-19 applied in accounting for the modification of financing
arrangements. The Company is in the process of addressing these
comments raised by the Commission. All of the above issues relate
to accounting for securities that are reflected as income or
expense through earnings as non-cash charges. These non-cash
charges do not affect the Company's revenues, cash flows from past
or future operations, or its liquidity. On November 18, 2005, after
discussions with the Company's independent accounting firm, Lopez,
Blevins, Bork & Associates LLP, the Audit Committee agreed with
management's recommendations and concluded that the previously
issued financial statements included in the Form 10-QSB's and Form
10-KSB's for the periods ended from March 31, 2004 to June 30,
2005, should not be relied upon. Upon completion of the Company's
review, the Company will reflect the restatements in an amendment
to the Company's Form 10-KSB for the year ended December 31, 2004,
and in its Forms 10-QSB for the quarters ended March 31, 2005 and
2004, June 30, 2005 and 2004, and September 30, 2004, as soon as
practicable. The Company intends to file its Form 10-QSB for the
quarter ended September 30, 2005, within 30 days and its amendments
to its Form 10-KSB for the year ended December 31, 2004 and its
Forms 10-QSB for the quarters ended March 31, 2005 and 2004, June
30, 2005 and 2004 and September 30, 2004 once it has satisfied the
Commission on its accounting treatment for its financing
arrangements. After reviewing the circumstances surrounding the
restatements, the Company and the Audit Committee believe that the
errors were unintentional and are not attributable to any material
non-compliance by the Company, with any financial reporting
requirements under securities laws, or the result of any negligence
or misconduct on the part of the individuals responsible for
financial reporting. The Company is estimating that revenue for the
three months ended September 30, 2005 will be between $6.5 and $6.8
million, and the net loss for the period will be between $3.0 and
$3.5 million. These are estimates made by the Company and have not
been reviewed by the Company's independent auditors. About eLinear,
Inc. eLinear, Inc. is a communications, security and compliance
company providing integrated technology solutions including
information and physical security, IP Telephony and network and
storage solutions infrastructure. Typically, the company's
customers are Fortune 2000 and small to medium sized business
organizations. eLinear's services are offered to companies seeking
to increase productivity or reduce costs through investing in
technology. eLinear has a national and international footprint and
has its headquarters in Houston, Texas. For more information, see
http://www.elinear.com. Safe Harbor Statement This press release
contains statements that may constitute forward-looking statements,
including the company's ability to realize the projected revenues
from the newly announced project orders and the future strength of
the company's business and industry. These statements are based on
current expectations and assumptions and involve a number of
uncertainties and risks that could cause actual results to differ
materially from those currently expected. For additional
information about eLinear's future business and financial results,
refer to eLinear's Annual Report on Form 10-KSB for the year ended
December 31, 2004, which was filed with the SEC on March 18, 2005,
eLinear's Q1 2005 Report filed with the SEC on May 20, 2005 and
eLinear's Q2 2005 Report filed with the SEC on August 12, 2005.
eLinear undertakes no obligation to update any forward-looking
statement that may be made from time to time by or on behalf of the
company, whether as a result of new information, future events or
otherwise.
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