sc13gza

0000950134-06-006658.txt : 20060404 0000950134-06-006658.hdr.sgml : 20060404 20060404165405 ACCESSION NUMBER: 0000950134-06-006658 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060404 DATE AS OF CHANGE: 20060404 GROUP MEMBERS: BARRY M KITT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Emrise CORP CENTRAL INDEX KEY: 0000854852 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770226211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41499 FILM NUMBER: 06738881 BUSINESS ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 BUSINESS PHONE: 9099879220 MAIL ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 FORMER COMPANY: FORMER CONFORMED NAME: MICROTEL INTERNATIONAL INC DATE OF NAME CHANGE: 19951117 FORMER COMPANY: FORMER CONFORMED NAME: CXR CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE FUND L P CENTRAL INDEX KEY: 0000915861 IRS NUMBER: 752512784 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 12900 PRESTON RD STE 420 CITY: DALLAS STATE: TX ZIP: 75230 SC 13G/A 1 d34787sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Emrise Corporation

(Name of Issuer)

Common Stock, par value $0.0033 per share

(Title of Class of Securities)

29246J101

(CUSIP Number)

March 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000


CUSIP No.		29246J101		Page		2		of		7


1	NAMES OF REPORTING PERSONS: The Pinnacle Fund, L.P., a Texas limited partnership

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	75-2512784

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			1,839,131

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,839,131

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,839,131

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	4.8%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

(1)

Based on a total of 37,497,750 shares outstanding on November 11, 2005, as reported in the Quarterly Report of Emrise Corporation filed November 14, 2005, for the quarterly period ended September 30, 2005, plus 625,000 shares of common stock of Emrise Corporation underlying a warrant to purchase common stock held by The Pinnacle Fund, L.P.


CUSIP No.		29246J101		Page		3		of		7


1	NAMES OF REPORTING PERSONS: Barry M. Kitt

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			1,839,131

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,839,131

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,839,131

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	4.8%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(1)


CUSIP No.		29246J101		Page		4		of		7


Item 1(a)		Name of Issuer:

		Emrise Corporation

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		9485 Haven Avenue, Suite 100
		Rancho Cucamonga, California 91730

Item 2(a)		Name of Person Filing:

		The Pinnacle Fund, L.P.
		Barry M. Kitt

Item 2(b)		Address of Principal Business Office:

		4965 Preston Park Blvd.
		Suite 240
		Plano, Texas 75093

Item 2(c)		Citizenship:

		See Item 4 of each cover page.

Item 2(d)		Title of Class of Securities:
		Common Stock, par value $0.0033 per share

Item 2(e)		CUSIP No:

		29246J101


CUSIP No.		29246J101		Page		5		of		7


Item 3	Status of Person Filing:

	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4	Ownership:

	(a)		This statement is filed on behalf of The Pinnacle Fund, L.P. (“Pinnacle”) and Barry M. Kitt. Pinnacle Advisers, L.P. (“Advisers”) is the general partner of Pinnacle. Pinnacle Fund Management, LLC (“Management”) is the general partner of Advisers. Mr. Kitt is the sole member of Management. As of April 3, 2006, Pinnacle was the beneficial owner of 1,839,131 shares of common stock of Emrise Corporation, which includes (i) 1,214,131 shares held directly by Pinnacle and (ii) 625,000 shares that may be acquired by Pinnacle upon the exercise of a warrant.

			Mr. Kitt may be deemed to be the beneficial owner of the shares of common stock beneficially owned by Pinnacle. Mr. Kitt expressly disclaims beneficial ownership of all shares of common stock beneficially owned by Pinnacle.

	(b)		Percent of Class:

			See Item 11 of each cover page.

	(c)		Number of shares as to which each person has:

	(i)		sole power to vote or to direct the vote:

			See Item 5 of each cover page.


CUSIP No.		29246J101		Page		6		of		7

	(ii)		shared power to vote or to direct the vote:

			See Item 6 of each cover page.

	(ii)		sole power to dispose or to direct the disposition of:

			See Item 7 of each cover page.

	(iv)		shared power to dispose or to direct the disposition of:

			See Item 8 of each cover page.


Item 5		Ownership of 5% or Less of a Class:

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: S

Item 6		Ownership of More than 5% on Behalf of Another Person:

		Not applicable.

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

		Not applicable.

Item 8		Identification and Classification of Members of the Group:

		Not applicable.

Item 9		Notice of Dissolution of Group:

		Not applicable.

Item 10		Certification:

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No.		29246J101		Page		7		of		7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 4, 2006


	THE PINNACLE FUND, L.P. By: Pinnacle Advisers, L.P., its general partner By: Pinnacle Fund Management, LLC, its general partner
	By:	/s/ Barry M. Kitt
		Barry M. Kitt, its sole member



	/s/ Barry M. Kitt
	Barry M. Kitt

EXHIBITS


Exhibit 1		Joint Filing Agreement, dated April 4, 2006, by and between The Pinnacle Fund, L.P. and Barry M. Kitt.

EX-99.1 2 d34787exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Emrise Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of April 4, 2006.


	THE PINNACLE FUND, L.P. By: Pinnacle Advisers, L.P., its general partner By: Pinnacle Fund Management, LLC, its general partner
	By:	/s/ Barry M. Kitt
		Barry M. Kitt, its sole member



	/s/ Barry M. Kitt
	Barry M. Kitt