8-K

                       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)      FEBRUARY 14, 2007
                                                    ---------------------------


                               EMRISE CORPORATION
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             (Exact name of registrant as specified in its charter)

           DELAWARE                      001-10346                77-0226211
- ----------------------------             ---------                ----------
(State or other jurisdiction            (Commission             (IRS Employer
      of incorporation)                File Number)          Identification No.)

        9485 HAVEN AVENUE, SUITE 100, RANCHO CUCAMONGA, CALIFORNIA 91730
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   (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code       (909) 987-9220
                                                   -----------------------------

                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
          (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 (SEE General Instruction A.2. below):

     |_| 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))





ITEM 2.02.        RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On February 14, 2007, EMRISE Corporation ("Company") held its 2006
annual meeting of stockholders. At the meeting, Company management disclosed
certain estimates regarding the Company's unaudited results of operations for
the year ended December 31, 2006. The text of the remarks is attached as Exhibit
99.1 to this report.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements of Businesses Acquired.
                  --------------------------------------------

                  Not applicable.

         (b)      Pro Forma Financial Information.
                  --------------------------------

                  Not applicable.

         (c)      Shell Company Transactions.
                  ---------------------------

                  Not applicable.

         (d)      Exhibits.
                  ---------

                  Number           Description
                  ------           -----------

                   99.1            Text of certain  management  remarks at 2006
                                   annual meeting of stockholders held February
                                   14, 2007


                                       2




                                   SIGNATURES

         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:  February 21, 2007           EMRISE CORPORATION

                                   By: /s/ CARMINE T. OLIVA
                                       -----------------------------------------
                                       Carmine T. Oliva, Chief Executive Officer


                                       3




                        EXHIBITS ATTACHED TO THIS REPORT

         Number            Description
         ------            -----------

          99.1             Text of certain management remarks at 2006 annual
                           meeting of stockholders held February 14, 2007


                                       4

EX-99.1

EXHIBIT 99.1


    TEXT OF CERTAIN MANAGEMENT REMARKS AT 2006 ANNUAL MEETING OF STOCKHOLDERS
                             HELD FEBRUARY 14, 2007

Cautionary Statement: At the outset, I would like to note that during
the course of this meeting and any question and answer period afterwards, I, or
other representatives of Emrise may make forward-looking statements regarding
future events or the future financial performance of Emrise.

Such statements are predictions only, and actual events or results
could differ materially from those made in any forward-looking statements due to
a number of risks and uncertainties, including assumptions about future events
based on current expectations, planned business development efforts, near and
long-term objectives, potential new business, strategies, organization changes,
changing markets, marketing efforts, future business performance and outlook.

I refer you to Emrise's most recent filings with the Securities and
Exchange Commission, which contain and identify additional information covering
factors that could cause the results to differ materially from those contained
in our projections or forward-looking statements. . . .

Any subsequent comments I make regarding 2006 financial performance are subject
to final audit. Except for partner review we have completed audits in Europe. We
are in the process of auditing our U.S. operations and our Consolidated
financial results. We expect to release full year audited results as part of our
10K filing for 2006 sometime just prior to the statutory requirement date of
March 31, 2007.

2006 was a year of a great challenge for EMRISE Corporation and yet it was even
more so a year of great accomplishments.

The challenge for us was to complete and pay for a costly and highly disruptive
internal investigation and reaudit of 2003, 2004 and 2005 financials regarding
the premature recognition in 2004 of approximately $224,000 of revenue. This
problem occurred at one domestic subsidiary whose management has long since
departed upon the subsidiary's final consolidation into what is now CXR Larus
Corporation. The final cost to the Company of these reaudits and restatements
was approximately $1,866,000. We are pleased that the audit did not uncover any
other revenue recognition problems during the entire 3 year period and of equal
importance the audit did not result in any additional adjustment. The cost of
the audit together with other adjustments and discretionary engineering spending
in 2006 to accelerate the introduction of an exciting new network timing product
has as previously reported pushed us into a loss which will be increased by the
last of the restatement costs of approximately $1 million and other adjustments
in the fourth quarter of 2006. With the fourth quarter behind us the restatement
matter is finally closed. We deeply regret breaking a long trend of historic
profitability. However, we expect to return to better than historic
profitability in 2007 and meet or exceed analysts projections.

We are of course now left to pay the bills for the final fourth quarter
restatement cost which we are doing without undue financial stress as a result
of our cash position. In fact, one of our major accomplishments in 2006 was to
complete the year in spite of these costs with a healthy cash position of $3.9
million up from $2.7 million at the end of the third quarter.

As a result of our delayed SEC filings and the subsequent decline in our stock
price we have been subject to delisting by NYSE Arca, Inc. But I am pleased to
report that we have been notified that we are in full compliance with continued
listing requirements. Further details were included in a press release that went
out earlier this morning.

Several accomplishments in 2006 are helping to support an 18% planned increase
in our revenue from approximately $46.5 million in 2006 to revenue in the mid
$50 million range in 2007. In 2006 our revenue grew by 13% over 2005 but more
significantly our backlog grew by 23% to approximately $26 million up from $22
million going into 2006. Virtually all of this backlog is expected to ship in
2007.






Continued growth in backlog should be driven by 11 major new customers or new
programs with existing customers achieved across all of our business units in
2006 for customers including Panasonic, Halliburton, BAE, ITT, Airbus and Thales
among others. 2007 will benefit most, however, from the broader and deeper
penetration achieved in 2006 into our largest primary growth market which is,
electronic devices for new generation in-flight entertainment and communications
systems. We have been awarded business in 2006 for the first time by the largest
manufacturer in this market adding to the business we already enjoy with two
other major suppliers. In addition to this in Cabin entertainment systems
business, we have been selected to supply product for the cellular base station
antennas that will soon provide cell telephone traffic on new aircraft, as well
as, for fleet retrofits. Most importantly, because we are in the communication
products business we have been selected and awarded business that not only
incorporates our power supplies and RF devices, but now integrates GSM
transceivers which add approximately 40% to the value of previous orders with
only power supplies and RF devices. Unquestionably, this is our biggest near
term growth driver in either of our two business segments.

In our communications products group we decided in 2006 to accelerate the
completion of a new edge network timing and synchronization product by
outsourcing engineering support services. This decision resulted in more that a
half million dollars being expended in 2006 rather than as originally planned
for 2007. But the new product introduction was pulled forward by almost a year.
Since the cost of the restatement was already greatly impacting our 2006 P&L and
since we had the cash, we believe it was a prudent marketing decision. Our
existing timing product was not gaining business for us for edge network
applications where we have our best opportunities. However, the new TiemPo 6400
product which we only recently introduced is custom designed for edge network
applications. The new product has impressive features, performance and cost
advantages over the competition. We consider this new product our second largest
growth driver for 2007 and beyond.

In 2006 we achieved significant cost reductions in our communication products
group. We also expect improved gross margins as a result of outsourcing
production to Hitachi in the U.S. in early 2006 and more recently in Europe.

Our cash position in 2006 again allowed us to continue to invest in our plant
and equipment infrastructure to support our growth and expand our capability
with new clean rooms in the U.S. and Europe, new automatic optical production
inspection equipment and new three dimensional design and high tolerance
computer driven machine tooling especially to support our new Low Profile rotary
switches for which we have only recently received a patent and have two patents
pending. For the first time in 2007, our largest switch production value for a
single customer will be for BAE for Low Profile rotary switches for a mission
critical naval missile launch system. This success followed Air Bus's selection
and qualification of our rotary switches for an application on the new Air Bus
A380 super jumbo jet. This initial critical Air Bus application opened the door
for our new patented technology with eight other new customers or new programs
with existing customers for 2007. With the base patent now awarded for our
rotary switches, we are prospecting for private label and licensing arrangements
for higher volume markets such as medical, portable instrumentation and very
high volume consumer applications.

We believe our many accomplishments in 2006 have set us on a path to return to
profitability in 2007. From my comments, I hope you will agree that we did not
let the restatement effort or cost slow our progress in 2006. We were very
fortunate to have both cash and a Board of Directors audit committee, legal
counsel and management talent, determination and dedication to cope with the
challenge we faced.

With 2006 and its problem at last behind us, we are free from the self imposed
restrictive shareholder outreach program we followed in 2006. With the help of
our newly appointed investment relations advisors Hill & Knowlton we have
planned a much expanded investor outreach program. We have presented EMRISE at
the Needham Growth conference in New York, we will present at the Roth Capital
conference next week in Southern California and we plan to present at the Miami
Value Rich conference in March and we have other conferences being planned for
throughout the year.

I will close our prepared comments now by extending the thanks of the Board of
Directors and Executive management of EMRISE to all our shareholders who
persevered with us through the difficult times of 2006 and we look forward to
the better prospects we believe we have for 2007 and beyond.