SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* PINNACLE FUND L P (Last) (First) (Middle) 4965 PRESTON PARK BLVD. SUITE 240 (Street) PLANO TX 75093 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/07/2005	3. Issuer Name and Ticker or Trading Symbol Emrise CORP [ ERI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0033 per share	4,243,210(1)(2)(3)	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase common stock	(5)	01/03/2010	Common Stock	625,000(1)(5)	$1.73(4)	D(6)

1. Name and Address of Reporting Person* PINNACLE FUND L P (Last) (First) (Middle) 4965 PRESTON PARK BLVD. SUITE 240 (Street) PLANO TX 75093 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KITT BARRY M (Last) (First) (Middle) 4965 PRESTON PARK BLVD. SUITE 240 (Street) PLANO TX 75093 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Barry M. Kitt exercises investment discretion and control over the shares of common stock of the Issuer held by The Pinnacle Fund, L.P., a Texas limited partnership ("Pinnacle"). Mr. Kitt may be deemed to be the beneficial owner of the shares of common stock beneficially owned by Pinnacle. Mr. Kitt hereby disclaims beneficial ownership of the shares of common stock reported herein to the extent of his direct or indirect pecuniary interest therein, and this Form 3 shall not be deemed to be an admission that Mr. Kitt is the beneficial owner of the shares of common stock reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or for any other purpose.

2. This Form 3 is filed on behalf of 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.

3. Pinnacle is the record and beneficial owner of 4,243,210 shares of common stock of the Issuer. Mr. Kitt, in his capacity as sole member of Management may be deemed to be the indirect beneficial owner of such shares.

4. Per share.

5. The Warrant to purchase common stock is not presently exercisable. The number of shares of common stock underlying the Warrant that may be acquired upon the exercise of the Warrant is limited to insure that, following such exercise, the total number of shares of common stock then beneficially owned by Pinnacle and its affiliates and other persons whose beneficial ownership of common stock would be aggregated with Pinnacle's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of common stock of the Issuer.

6. Mr. Kitt, in his capacity as sole member of Management, may be deemed to be the indirect beneficial owner of the shares underlying the warrant.

	/s/ Barry M. Kitt (on behalf of The Pinnacle Fund, L.P.), sole member of Pinnacle Fund Management, LLC, the general partner of Pinnacle Advisers, L.P., the general partner of The Pinnacle Fund, L.P.	10/14/2005
	/s/ Barry M. Kitt	10/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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