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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001170918-05-000766.txt : 20051103
<SEC-HEADER>0001170918-05-000766.hdr.sgml : 20051103
<ACCEPTANCE-DATETIME>20051103105258
ACCESSION NUMBER:		0001170918-05-000766
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20051102
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051103
DATE AS OF CHANGE:		20051103

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTERLINK ELECTRONICS INC
		CENTRAL INDEX KEY:			0000828146
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				770056625
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-21858
		FILM NUMBER:		051175536

	BUSINESS ADDRESS:	
		STREET 1:		546 FLYNN RD
		CITY:			CAMARILLO
		STATE:			CA
		ZIP:			93012
		BUSINESS PHONE:		8054848855

	MAIL ADDRESS:	
		STREET 1:		546 FLYNN ROAD
		CITY:			CAMARILLO
		STATE:			CA
		ZIP:			93012

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERLINK ELECTRONICS
		DATE OF NAME CHANGE:	19940525
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>fm8k-110205.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): NOVEMBER 2, 2005


                           INTERLINK ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                    0-21858                    77-0056625
(State or other jurisdiction       (Commission                (IRS Employer
     of incorporation)             File Number)              Identification No.)


          546 FLYNN ROAD, CAMARILLO, CALIFORNIA                      93012
         (Address of principal executive offices)                 (Zip Code)


       Registrant's telephone number, including area code: (805) 484-8855


                                    NO CHANGE
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

|_|      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

|_|      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

|_|      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On November 2, 2005, Interlink Electronics, Inc. (the "Company") issued
a press release  announcing  that it will restate its audited annual results for
the years ended  December  31,  2003 and  December  31,  2004 and its  unaudited
quarterly results for the periods ended March 31, 2005 and June 30, 2005. A copy
of the  press  release  is  attached  as  Exhibit  99.1 and is  incorporated  by
reference herein.

         The press  release also  announces a  reorganization  of the  Company's
Business  Communication segment. The reorganization was initiated as a result of
announcements from the Company's  customers in that segment and was not a result
of the matters causing the restatements. As a result of the reorganization,  the
Company revised its guidance for the third and fourth quarters of 2005.

ITEM 4.02.  NON-RELIANCE  ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
            AUDIT REPORT OR COMPLETED INTERIM REVIEW.

(a)

         On  October  29,  2005,  on  management's  recommendation,   the  Audit
Committee of the Board of Directors of the Company  concluded that the Company's
financial statements for the years ended December 31, 2003 and December 31, 2004
and the  quarters  ended  March 31,  2005 and June 30,  2005 should no longer be
relied upon and should be restated.

         As of the  filing  of this  current  report on Form  8-K,  the  Company
intends to restate its  previously  issued  financial  statements  for the above
mentioned periods to correct the accounting for the following items:

         o        For the years ended  December  31, 2003 and  December 31, 2004
                  and the first and second quarters of 2005, the Company expects
                  to  increase  cost of goods  sold and  record a  corresponding
                  decrease  in net income (or  increase  in net loss) to reflect
                  improperly recorded  transactions  between the Company and its
                  principal vendor in China.

         o        For the quarterly period ended June 30, 2005, the Company also
                  expects  to   increase   cost  of  goods  sold  and  record  a
                  corresponding  increase  in  net  loss  to  reflect  licensing
                  charges that were not included in cost of sales.

         The Company will file amendments,  as needed,  to its annual reports on
Form 10-K and its quarterly  reports on Form 10-Q for the affected  periods.  In
the  interim,  investors  should  no  longer  rely on the  financial  statements
currently  on file  with  the SEC for the  years  ended  December  31,  2003 and
December 31, 2004 and the quarters ended March 31, 2005 and June 30, 2005.

         The Company has discussed the matters described above with BDO Seidman,
LLP.


                                       2
<PAGE>


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

                  99.1     Press Release dated November 2, 2005.


                                       3
<PAGE>


                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

         Date:  November 3, 2005.


                           INTERLINK ELECTRONICS, INC.



                           By    /S/ CHARLES C. BEST
                                -------------------------------
                                 Charles C. Best
                                 Chief Financial Officer


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>EX-99.1
<TEXT>
                                                                    EXHIBIT 99.1

                         INTERLINK ELECTRONICS ANNOUNCES
          REORGANIZATION PLANS FOR BUSINESS COMMUNICATIONS SEGMENT AND
                 RESTATEMENT OF PRIOR PERIOD FINANCIAL RESULTS

Camarillo,   California  -  November  2,  2005  -  Interlink  Electronics,  Inc.
(NASDAQ:LINK),  a  world  leader  in  the  development  of  intuitive  interface
technologies and solutions for business and home applications, today announced a
reorganization  initiative  related  to  its  Business  Communications  business
segment that will affect third quarter,  2005 financial  operating  results.  In
addition,  Interlink  will take  certain  accounting  charges  that will require
restatement  of its  financial  results for 2003,  2004 and the first and second
quarters of 2005.

BUSINESS COMMUNICATIONS REORGANIZATION PLAN

Based  on  recent  business  trends  in the  marketplace  and  announcements  of
restructuring  by several key  customers  in our Business  Communications  - OEM
business  segment  (such  as  InFocus,  Sony  and  Sanyo),  we have  elected  to
re-evaluate  and  restructure  this  business  segment.  Rather than continue to
invest in increased future top line growth for this segment, we will invest only
to  maintain   existing   customer   relationships  and  develop  products  that
incorporate   our   advanced   technologies.   We  will   combine  the  Business
Communications  - OEM segment with our Home  Entertainment  business segment and
the new name of the combined  segment will be the OEM Remote  Controls  business
segment. We are also moving forward in our effort to move many associated sales,
marketing,  engineering and customer  support to our China operations and, after
consolidation,  will  eliminate  any redundant  resources.  Based on our reduced
expectations for product demand,  we will record  increased  reserves for excess
inventory  and  underutilized  product  tooling.  Total  third  quarter  of 2005
increased  reserve  costs  and  accelerated   depreciation  of  tooling  charges
associated  with  the  reorganization  are  expected  to be  approximately  $2.5
million.

Expected reorganization costs are detailed as follows:

         o        Based  on  lowered  revenue   expectations  for  the  Business
                  Communications-OEM  segment  for the next 12  months,  we will
                  increase  our reserve  for excess and  obsolete  inventory  by
                  approximately $1.0 million.

         o        The  Restriction  of Hazardous  Substances  Act of 2002 (ROHS)
                  will,  when it goes  into  effect,  limit  the use of  certain
                  restricted raw materials in production of consumer goods. ROHS
                  goes into effect in the European  Community in late 2006. Most
                  of the  materials  whose  use is  restricted  under  ROHS  are
                  commonly  found  in  electronics   components   in-use  today,
                  including   components   that  we  have   in   inventory.   In
                  anticipation of the implementation  date of ROHS, we have been
                  reducing our inventories of non-compliant  materials.  Many of
                  our OEM customers are now demanding  early  implementation  of
                  ROHS  compliance.  For  this  reason  and  due to the  lowered
                  expectation    for    future    demand    in   the    Business
                  Communications-OEM  segment,  we  have  decided  to  record  a
                  reserve for our


<PAGE>


                  expected future losses on non-ROHS compliant material totaling
                  approximately $1.1 million.

         o        Lowered projected Business Communications-OEM demand will also
                  affect  the  depreciation  rates  of  production  tooling  and
                  estimated  additional  tooling  depreciation  expense  for the
                  third quarter of 2005 will be approximately $400,000.

"Combining our Business  Communications OEM and Home  Entertainment  segments is
the  right  choice  for us to make at this  time,"  stated  E.  Michael  Thoben,
Chairman, CEO & President of Interlink  Electronics,  Inc. "The market trends we
are seeing in our Business  Communications-OEM  business segment told us we need
to alter  our  business  strategy  in a way that  optimizes  our  strengths  and
positions us for stronger financial performance. Recent announcements by several
of our top Business  Communications  customers  regarding  their outlook on this
market dictate we take  immediate  action in order to better align our resources
with future opportunities.  While these decisions are always difficult, I remain
very   encouraged  by  the  continued   progress  we  are  making  in  our  Home
Entertainment,  E-Transactions and Specialty business segments.  I am optimistic
about our future and our ability to continue to execute in these  higher  growth
markets.  This is the  fastest  road  to  financial  recovery  and a  return  to
profitability.  More details will be provided during our  quarter-end  financial
conference call."

RESTATEMENT OF PRIOR PERIOD FINANCIAL RESULTS

As  previously  reported,  as of December 31, 2004,  we had a number of material
weaknesses  in our  accounting  controls.  Under  the  direction  of  our  Audit
Committee  and  CEO,  we have  made  changes  in and  increased  our  accounting
personnel and have instituted a number of new accounting controls with a view to
eliminating  the historical  weaknesses.  We have also conducted a review of our
historical  financial  statements to ensure that accounting  errors arising as a
result of our  historical  weaknesses in accounting  controls are identified and
corrected.  In this process,  we identified certain items that, in our judgment,
require restatement of historical financial results.

We intend to restate  our  financial  results  for 2003,  2004 and the first two
quarters  of 2005 to  reflect  two  matters  that we  identified  in the  recent
reconciliation  of accounts with a key China vendor and a third matter  relating
to  unrecorded  licensing  costs.  The first matter  relates to the write-off of
certain receivables due from a vendor originating in the fourth quarter of 2003.
The second matter  relates to certain  payables due to the same vendor that, due
to certain accounting complications, were not properly recorded in the Company's
accounting  system for the third and fourth  quarters  of 2004 and the first and
second quarters of 2005. The third matter relates to an  understatement  of cost
of sales in the first and second quarters of 2005 relating to certain  licensing
charges that were not recorded.

The cumulative  effect of the  restatements  totals $2.4 million and will adjust
prior periods as follows:


                                       2
<PAGE>


         o        2003 net income,  previously reported as $1.1 million, will be
                  reduced  by  approximately  $1.2  million  to a  net  loss  of
                  approximately $100,000.

         o        2004 net loss,  previously  reported at $2.3 million,  will be
                  increased  by  approximately  $500,000  to a net  loss of $2.8
                  million.

         o        For the first quarter of 2005, net loss previously reported as
                  a net loss of $910,000,  will be  increased  by  approximately
                  $250,000 to a net loss of $1.2 million.

         o        For the second quarter of 2005, net loss  previously  reported
                  as a net loss  $342,000  will be  increased  by  approximately
                  $400,000 to a net loss of approximately $742,000.

REVISED GUIDANCE FOR THE THIRD AND FOURTH QUARTERS OF 2005

"Based on the change in the strategic  direction and charges mentioned above, we
expect to report a  significant  loss in the third  quarter of 2005." Mr. Thoben
continued.

"However,  revenues for the third  quarter are expected at near record levels of
approximately  $10.2M. Third quarter revenues are slightly off from our previous
guidance  range  of  $10.6M  to  $10.8M  and  is due  primarily  to  lower  than
anticipated  sales to our OEM customers.  We expect  revenues to improve in this
area in the fourth quarter"  "Given the operational and internal  control issues
previously mentioned, I am still very confident in our ability grow this company
profitably,"  stated Mr. Thoben. "Our revenues are growing nicely year over year
and the fourth  quarter is  bringing an  expected  favorable  product mix in our
revenue stream,  which should help us see favorable gross profit margins. We are
committed  to  continuing  to  strengthen  our  internal  controls and to return
Interlink to profitable  growth and look forward to  discussing  this further in
our quarter-end conference call."

CONFERENCE CALL INFORMATION

Interlink  Electronics  expects to release  its third  quarter  2005,  financial
results  on  Tuesday,  November  8,  2005 at 4:00  p.m.  ET. A  conference  call
discussing these results will be held on Tuesday,  November 8, 2005 at 4:30 p.m.
ET. To access the live conference call, dial 1-800-988-0202 (pass code is LINK);
for  international  callers dial  +1-517-308-9006  (pass code is LINK). For live
webcast access, go to  www.interlinkelectronics.com.  A telephonic replay of the
call will be available until 5:00 p.m. ET on December 8, 2005 at 1-888-566-0708;
international callers may dial 1-203-369-3622.  Webcast replay will be available
at www.interlinkelectronics.com.

ABOUT INTERLINK ELECTRONICS, INC.

Interlink  Electronics,  Inc. (NASDAQ:LINK) is a world leader in the development
of  intuitive  interface  technologies  and  solutions  for  business  and  home
applications. Creating today's interface standards, our Business Communications,
E-Transactions,  Home  Entertainment  and Specialty  Components  businesses have
established Interlink as the comprehensive source for branded and OEM solutions.
Selected  customers  who buy through our OEM channel  include  Dell,  HP/Compaq,
InFocus, Microsoft,  Mitsubishi, NEC, Sanyo, Sharp, Sony and Toshiba. Recognized
worldwide  for  innovative  interface  technologies  and  solutions,   Interlink
Electronics,  Inc.  serves an  international  customer  base from its  corporate
headquarters in Camarillo,


                                       3
<PAGE>


California  and offices in Tokyo,  Hong Kong and China.  The  Company  currently
holds  numerous  patents  on  sensor  technologies,   e-signature  technologies,
wireless  communication  protocols and product design properties.  See Interlink
Electronics  online  at  http://www.interlinkelectronics.com/  or  in  Japan  at
http://www.interlinkelec.co.jp.

This document contains forward-looking statements that involve a number of risks
and  uncertainties.  The following are among the factors that could cause actual
results  to differ  materially  from the  forward-looking  statements:  business
conditions and growth in the electronics  industry and general  economies,  both
domestic and  international;  lower than  expected  customer  orders;  delays in
receipt of orders or  cancellation  of orders;  competitive  factors,  including
increased competition, new product offerings by competitors and price pressures;
the availability of third party parts and supplies at reasonable prices; changes
in  product  mix;  significant  quarterly  performance  fluctuations  due to the
receipt of a significant portion of customer orders and product shipments in the
last  month  of  each  quarter;  and  product  shipment   interruptions  due  to
manufacturing  problems.  The  forward-looking   statements  contained  in  this
document regarding industry and revenue trends,  industry product and technology
acceptance,  product introduction cycles,  expectations for growth, product mix,
profitable  operations and future  business  activities  should be considered in
light of these factors.

Interlink Electronics
546 Flynn Road
Camarillo, CA 93012
(805) 484-8855 ext. 114
Michelle Lockard, Investor Relations
mlockard@interlinkelectronics.com


                                       4
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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