FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal quarter ended September 30, 2002
[    ] Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934 For the transition period from _____ to _____

Commission file number   000-29669

                            OnLine Power Supply, Inc.
--------------------------------------------------------------------------------
               (Exact Name of Company as Specified in its Charter)

                      Nevada                                84-1176494
-------------------------------------------------     --------------------------
       (State or other jurisdiction of                     (I.R.S. Employer
       Incorporation or organization)                     Identification No.)

  8100 South Akron,  # 308 Englewood, Colorado               80112
-------------------------------------------------     --------------------------
     (Address of principal executive offices)                (Zip Code)

Company's telephone Number:   (303) 741-5641
                            ---------------------

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check whether the Company: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.     YES  X   NO
                      ---     ---

     State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

               Class                          Outstanding at November 12, 2002
---------------------------------------     ------------------------------------
    Common stock, $.0001 par value                   21,371,360 Shares



<PAGE>


                 DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS


Except for historic financial information, all of the information that is
contained in this Form 10-QSB is comprised of forward-looking statements within
the meaning of the Securities and Exchange Act of 1934. Specifically, all
statements in the report, other than historical facts, regarding our financial
position, business strategy, and plans for future operations are
forward-looking. These statements are based on beliefs of management and are
subject to known and unknown risks. These risks involve present and future
economic conditions, market conditions for our existing and new products,
available financing when and if needed for operations, litigation and other
unknown business factors, all of which may change and produce risks and results
very different than those now affecting us. The words "anticipate", "believe",
"estimate", "expect", "will", "may", "continue", "intend", "could" and "should"
or other words and phrases similar to these are intended to caution the reader
of the forward-looking nature of their use. Statements containing these words
should be considered "cautionary". Management's statements in this report are
based on the most accurate assessment of the risks associated with the business
today; however, certain facts and assumptions may not be fully realized and the
actual future operating results may prove to be different than expected.
Although we believe our assumptions are reasonable, we are qualifying all
written statements attributed to management's estimates as cautionary and
forward-looking and accordingly expressly qualify their accuracy pending
substantial realization of the underlying estimates, conditions and assumptions.



                                        2

<PAGE>


                            OnLine Power Supply, Inc.

                                      Index

PART I.   FINANCIAL INFORMATION

ITEM 1.   Financial Statements

          Condensed Balance Sheets September 30, 2002
          and December 31, 2001..............................................4-5

          Condensed Statements of Operations -
          Three and Nine Months Ended
          September 30, 2002 and September 30, 2001............................6

          Condensed Statements of Cash Flows - Nine Months Ended
          September 30, 2002 and September 30, 2001............................7

          Notes to Condensed Financial Statements..............................8

ITEM 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.....................9-12

ITEM 3.   Controls and Procedures.............................................12


PART II.  OTHER INFORMATION

ITEM 1.   Legal Proceedings...................................................13

ITEM 2.   Changes in Securities ..............................................13

ITEM 4.   Submission of Matters to a Vote of Shareholders.....................14

ITEM 6.   Exhibits and Reports on Form 8-K....................................14

          Signatures..........................................................15


                                        3

<PAGE>


                            OnLine Power Supply, Inc.
                            Condensed Balance Sheets




<TABLE>
<CAPTION>
                                                        September 30,   December 31,
                                                            2002            2001
                                                        ------------    ------------
                                                        (unaudited)

Assets
Current assets
<S>                                                     <C>             <C>
     Cash and cash equivalents                          $   124,883     $ 2,338,835
     Certificates of deposit                                 76,000         150,000
     Short term investments                                    --         1,012,540
     Accounts receivable                                  1,351,757         191,901
      Inventory                                              37,072         319,856
      Other Assets                                          424,910         272,414
                                                        -----------     -----------

       Total current assets                               2,014,622       4,285,546


Fixed Assets
     Property and equipment, net                            874,445       1,068,412
     Acquired technology and patent costs, net              144,444          87,508
                                                        -----------     -----------

       Total fixed assets                                 1,018,889       1,155,920
                                                        -----------     -----------

       Total assets                                     $ 3,033,511     $ 5,441,466
                                                        ===========     ===========
</TABLE>





                                        4

<PAGE>


                            OnLine Power Supply, Inc.
                      Condensed Balance Sheets (Continued)



<TABLE>
<CAPTION>
                                                                 September 30,     December 31,
                                                                     2002              2001
                                                                 -------------     ------------
                                                                  (unaudited)
Liabilities

Current liabilities
<S>                                                              <C>               <C>
     Accounts payable                                            $  1,811,023      $    498,896
     Current portion, bank debt                                       104,873            21,374
     Current portion, capital leases                                    6,408            33,250
     Current portion, officers' severance liabilities                 250,007           100,000
     Accrued liabilities                                              178,393           348,613
                                                                 ------------       -----------
       Total current liabilities                                    2,350,704         1,002,133
                                                                 ------------       -----------

Long-term liabilities
     Bank note payable                                                   --               1,852
                                                                 ------------       -----------
       Total long term liabilities                                       --               1,852
                                                                 ------------       -----------
         Total liabilities                                          2,350,704         1,003,985
                                                                 ------------       -----------

Shareholders' equity
     Preferred stock, $.0001 par value; 1,000,000 shares
       authorized 2,800 shares issued and outstanding                    --                --
     Common stock; $.0001 par value; 100,000,000
       shares authorized; 21,371,360 shares issued
       and outstanding                                                  2,124             2,124
     Stock option notes receivable                                    (74,727)          (74,727)
     Additional paid-in capital                                    29,443,180        29,334,482
     Accumulated (deficit)                                        (28,687,770)      (24,824,398)
                                                                 ------------       -----------
       Total shareholders' equity                                     682,807         4,437,481
                                                                 ------------       -----------
Total liabilities and shareholders' equity                       $  3,033,511      $  5,441,466
                                                                 ============      ============
</TABLE>





                                        5

<PAGE>


                            OnLine Power Supply, Inc.
                  Unaudited Condensed Statements of Operations



<TABLE>
<CAPTION>
                                 Three Months      Three Months       Nine Months       Nine Months
                                     Ended             Ended             Ended             Ended
                                 September 30,     September 30,     September 30,     September 30,
                                     2002              2001              2002               2001
                                 ------------      ------------      ------------      ------------

<S>                              <C>               <C>               <C>               <C>
Revenue                          $  1,585,376      $    946,734      $  2,359,544      $  1,895,974
Cost of Revenue                     1,036,623           717,073         1,554,235         1,793,857
                                 ------------      ------------      ------------      ------------
Gross profit                          548,753           229,661           805,309           102,117
                                 ------------      ------------      ------------      ------------

Operating expenses:
Research and development              547,382           282,561         1,719,994         1,292,447
Stock based compensation                 --                --                --              65,153
Sales and marketing                    99,040           292,945           926,815           840,058
General and administrative            646,341           494,136         2,039,061         1,662,793
                                 ------------      ------------      ------------      ------------
Total operating expenses            1,292,763         1,069,642         4,685,870         3,860,451
                                 ------------      ------------      ------------      ------------

(Loss) from operations               (744,010)         (839,981)       (3,880,561)       (3,758,334)

Interest & investment income            4,875            58,313            33,491           275,081
Interest (expense)                    (11,615)           (4,781)          (16,302)          (18,041)
                                 ------------      ------------      ------------      ------------
Net                              $     (6,740)     $     53,532      $     17,189      $    257,040
Net (loss)                       $   (750,750)     $   (786,449)     $ (3,863,372)     $ (3,501,294)
                                 ------------      ------------      ------------      ------------

Net loss per common share        $       (.04)     $       (.04)     $       (.18)     $       (.16)
                                 ============      ============      ============      ============

Weighted average common
      shares outstanding           21,328,625        21,243,155        21,271,645        21,243,155
                                 ------------      ------------      ------------      ------------
</TABLE>



                                        6

<PAGE>


                            OnLine Power Supply, Inc.
                  Unaudited Condensed Statements of Cash Flows



<TABLE>
<CAPTION>
                                                                          For the Nine Months Ended
                                                                                 September 30
                                                                        -----------------------------
                                                                             2002            2001
                                                                        ------------     ------------
Cash flows from operating activities
<S>                                                                     <C>              <C>
     Net (Loss)                                                         $(3,863,372)     $(3,501,294)
     Adjustments to reconcile net loss to net cash:
        Depreciation and amortization                                       279,281          261,544
        Stock notes receivable                                                 --               --
        Stock based compensation                                               --             65,153
     Changes in certain assets and liabilities
        Receivables, inventory and other current assets                  (1,029,568)        (620,932)
        Accounts payable and other current liabilities                    1,407,403          208,920
                                                                        -----------      -----------
           Net cash provided by (used in) operating activities           (3,206,256)      (3,586,609)
                                                                        -----------      -----------

Cash flows from investing activities
     Payment of leasehold improvements                                         --           (132,230)
     Purchases of equipment                                                 (49,354)        (668,890)
     Payments to acquire patent                                             (92,988)         (19,637)
     Certificates of deposit                                                (74,000)         500,000
     Sale of short-term investments                                       1,012,540        5,067,156
     Purchase of short-term investments                                        --         (1,000,000)
           Net cash provided by (used in) investing activities              796,198        3,746,399

Cash flows from financing activities
     Proceeds from sale of stock                                            125,000             --
     Payments for offering costs                                               --               --
     Payments on capital leases                                             (26,842)         (23,016)
     Note issued                                                             16,300             --
     Principal debt repayments                                              (23,225)         (14,740)
     Proceeds from long term debt                                           104,873             --
                                                                        -----------      -----------
           Net cash provided by (used in) financing activities              196,106          (37,756)
                                                                        -----------      -----------

Net increase (decrease) in cash                                          (2,213,952)         122,034

Cash and cash equivalents- beginning of period                            2,338,835        3,181,728
                                                                        -----------      -----------
Cash and cash equivalents- end of period                                $   124,883      $ 3,303,762
                                                                        ===========      ===========
</TABLE>

Supplemental disclosure of cash flow information:

Cash paid for interest expense during the nine months ended September 30, 2002
and September 30, 2001 was $11,615 and $18,041 respectively.



                                        7

<PAGE>


                            ONLINE POWER SUPPLY, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ACCOUNTING POLICIES
----------------------------

Basis of Presentation
---------------------

In the opinion of management, the accompanying balance sheets and related
interim statements of income and cash flows include all adjustments, consisting
only of normal recurring items, necessary for their fair presentation in
conformity with U.S. generally accepted accounting principles. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue and expenses. Actual
results may differ from these estimates and assumptions and interim results are
not necessarily indicative of the results for the full year.

Annual Versus Interim Statements
--------------------------------

The interim financial statements are presented in accordance with the
requirements of SEC Form 10-QSB and therefore may not include all of the
disclosures made in the SEC Form 10-KSB annual report filing. These financial
statements should be read in conjunction with management's discussion and
financial analysis included in the SEC Form 10-QSB and the audited financial
statements and notes included in the 2001 SEC Form 10-KSB.

For further information on the company's accounting policies, see Note 1 to the
audited financial statements in the annual report on Form 10-KSB for the fiscal
year ended December 31, 2001.

NOTE 2 - CONCENTRATIONS
-----------------------

Revenues for the third quarter were 99% provided from sales of the PFC product
to Ericsson Wireless and a sub-supplier of Ericsson Wireless. When this customer
pulls back or pushes out deliveries, our revenues will fluctuate dramatically.
During the third quarter, we shipped most of the 8,000 backlogged PFC orders to
Ericsson and production must now be scaled back significantly for the balance of
2002 until additional orders are received.

NOTE 3 - GOING CONCERN ISSUES
-----------------------------

The company has yet to produce profits and has exhausted its equity capital at
September 30, 2002 to complete the development of the 48 volt power supply, to
support product pre-production and to further develop the business operations.
Management is presently seeking additional funding to sustain normal operations
for the next twelve months. Overhead, mainly personnel, costs were reduced by 20
% in August, 2002 and will be reduced another 25% - 30% in the near future.
Bathgate Capital Partners, a Denver investment banking company, has been engaged
to raise equity and/or debt capital; management is hopeful that adequate funding
can be secured in a timely manner, but no prediction is made in this respect.
The auditor's opinion at December 31, 2001 contains a disclosure that due to
recurring operating losses there is substantial doubt about the company's
ability to continue as a going concern.



                                        8

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

BUSINESS STRATEGY

The following discussion should be read in conjunction with the reviewed
quarterly financial statements filed with this report, as well as the company's
annual report on Form 10-KSB for the fiscal year ended December 31, 2001.

OnLine Power Supply Inc.'s mission is to fully develop its new power conversion
technology into a portfolio of power supply products that offer our customers a
competitive advantage when incorporating our power solutions into the design of
their products.

Recent extraordinary events, the setbacks in the health of the worldwide economy
and the recession level of the United States economy have adversely affected
OnLine Power Supply, Inc. and its potential customers. The result will be a
reduction of our revenues when compared to our business planning model; however,
we believe sales of the 48 volt power supply will occur, and PFC sales will
improve, in 2003. The demand for our 48 volt product appears to be both more
diverse and more immediate than previously anticipated. The redirected focus on
the industrial and test and measurement markets has unearthed numerous
applications that represent more strategic fit for the benefits our products
provide. In this regard, see "Financial Condition" below. Prior marketing
efforts had been substantially focused on the telecommunications and network
computer server markets, these potential markets have been diminished as
potential customers have cut back or eliminated their new product rollouts.
Revenues from the 48 volt power supply in the computer server and data storage
markets are somewhat dependent on enhancements identified for the next
generation product. Our timeline for the release of this product for this
segment is undeterminable at this time.

RESULTS OF OPERATIONS

Revenues
--------

Sales and shipments of the 500 watt and 700 watt power factor corrected modules
("PFC") in the third quarter totaled 8,500 units as we shipped the backlog of
orders that resulted from the manufacturing shutdown in the second quarter. This
shutdown resulted from problems at the facility operated by our contract
manufacturer Saturn Electronics & Engineering, Inc. The component causing the
shutdown was identified and the resulting problem resolved to ours and Saturn's,
and our customers' satisfaction. Production returned to normal levels as of
July, 2002 and shipments will continue to Ericsson Wireless in the fourth
quarter this year. Our revenues and cash flows are erratic and are mostly
dependent on PFC sales to Ericsson Wireless at the present time. Ericsson
Wireless has a history of pulling back and pushing out their deliveries on very
short notice. However, the PFC is designed into several ongoing Ericsson
Wireless projects that will require units through 2003.

We have not presently received sufficient orders of the 48 volt power supplies
from the distribution of evaluation units to schedule the start of full
production runs, but we may receive substantial orders in the first three
quarters in 2003 from the evaluations presently underway by a substantial number
of potential customers.



                                        9

<PAGE>


Research and Development Costs, Manufacturing Support
-----------------------------------------------------

Research and development costs typically include a) wages and benefits of
engineers and technicians, b) the cost of component materials and supplies to
build prototype models on the bench, c) the costs of independent testing and
certification of the design and any material customers' modification requests
which are not included in budgeted "non-recurring engineering charges," and d)
all other direct costs dedicated to the product development efforts.
Manufacturing support costs typically are higher during the ramp up and
pre-production stages for a new product. These costs typically occur for a)
building our own test racks unique to a product manufacturing process, b) travel
costs while our staff is onsite for the training and set-up processes, c)
periodic visits to Saturn for quality control purposes during manufacturing and
d) design testing and revisions to a product to accomplish an improved design
for manufacture. We have 12 fewer laboratory personnel due to the downsizing in
August and November; however, continuing product development to provide the
unique design needs of several prospective customers remains on schedule.
Corporate-wide spending is being reduced, including the costs for the
laboratory, as we await the anticipated revenues from the existing 48 volt power
supply unit now being tested by potential OEM customers.

The overall level of research, design and manufacturing support costs during the
quarter and nine months of 2002 is higher than the previous comparable periods
in 2001 as a result of a) extraordinary expenses associated with the PFC
production issues at Saturn during May and June of this year and b) the front
end expenses to finish the 48 volt power supply through the pilot production
runs in June 2002. $130,000 of 48 volt power supply components, sales
demonstration units and in-house test versions were expensed in the third
quarter 2002. The cost to replace defective PC boards, travel costs for trips by
an OPS trouble-shooting team to Saturn in Monterrey, Mexico, and independent
testing costs, all associated with the PFC problems, added approximately
$104,000 of extraordinary expense in the current quarter. The operating cost for
maintaining the laboratory functions beyond September 2002 has been lowered from
approximately $200,000 per month to just over $100,000 per month and a narrower
focus on immediate future revenue potentials and bottom line benefits is in
effect.

We have a 500 watt and 700 watt PFC and a 600 watt and 1,000 watt 48 volt power
supply available to sell without additional development (although new customers
may require product modifications in some instance to meet their specific needs
- see "Financial Condition"). The go-forward product design focus is on better
voltage in-rush performance, better sharing properties and hot swap features for
all of the product families. The proposed enhancements to existing products will
open up another market segment for our products, but we firmly believe there is
profitable business for our current offering in the industrial and test and
measurement sectors of the power supply markets.

Sales and Marketing
-------------------

Comparative expenses for sales and marketing from the current quarter period to
last year's quarter period reflects a 64 % decrease from $ 292,945 to $ 99,040.
The reduction is partly the result of eliminating four department employees in
August 2002, delaying all print advertising, eliminating trade show
participation, restricting sales travel and minimizing all other discretionary
spending. In contrast, during the 2001 quarter period, an expensive advertising
campaign was launched for the introduction of the 48 volt product followed by
numerous sales trips to introduce the technology to prospective customers. The
previous methods for marketing and selling the products have been re-evaluated
and now the preferred method is to follow up specific leads generated by our
website presence with a sales tutorial approach so that the maximum results can
be obtained with the minimum amount of cost and effort. In addition, the selling
effort is focused on the industrial application and test and measurement
segments and has generated excellent leads for business in 2003.



                                       10

<PAGE>


General and Administrative
--------------------------

Administrative expenses for the quarter period and year to date increased from
2001 to 2002 by 31% (personnel costs only) and 23% respectively. The year to
date increase is comprised of the one time accrued severance cost of $ 300,000
for the former CEO Kris Budinger (who left the company in June 2002) and
$200,000 of additional legal costs associated with the contested proxy, the
ongoing SEC investigation and litigation expense prepatory to litigation against
a former officer, Larry Arnold. See Item 1 in Part II for information on this
litigation, and see "Financial Condition" below for information on severance
cost. The quarter over quarter increase is represented almost entirely by the
$150,000 of extra legal costs incurred this quarter related to the annual
shareholders' meeting in August and resolution of the competing shareholder
proxy. The administrative expenses should return to a normalized level of
approximately $100,000 per month or less on a go forward basis. The company has
not increased administrative expenses with the exception of hiring a new CEO in
June, 2002, that increased expenses approximately $25,000 per month through
December 2003.

FINANCIAL CONDITION

The cumulative effects of continuing operating losses threaten the financial
stability of the company while it continues to develop promising new leads for
the 48 volt power supply in the industrial test and measurement and materials
handling market segments. OnLine engineers have recently created a power supply
solution for another company to be used in their material handling equipment and
several prototypes will be delivered to them for evaluation and beta testing in
the fourth quarter at the customer's request. If the tests are successful and
the 48 volt unit is adapted for their product lines, the prospective customer
represents that the resulting order volumes could be very substantial. However,
no prediction is made in this respect. It should be noted that additional
development work (and therefore funds) will be needed to make design
modifications as requested by prospective customers to have our products meet
particular application requirements, and to have those modified products UL
certified prior to signing orders and shipping modified products.

At September 30, 2002, the company had negative working capital of $336,082 and
shareholders' equity of $682,807, both at levels inadequate for the company to
execute its existing business plan without added equity or debt capital during
the fourth quarter 2002. A plan for raising a sufficient amount of capital in
the form of convertible debt or equity from institutional sources has been
formulated by Bathgate Capital Partners of Denver, but the hoped-for closing has
not occurred to date, due to the fact that the company's recent share price is
low (less than $0.75 per share at filing date), and hoped-for new contracts for
the 48 volt products have not materialized. The ultimate success of the fund
raising effort begun in July, 2002 is undeterminable at this time. The capital
markets that we rely on are reported to be in their worst condition in several
decades and may limit our ability to raise the needed capital by the end of the
year.

With the cooperation of creditors (principally Saturn) and recent reductions in
staffing (15 fewer employees) and overhead, we hope to stay in business through
April 2003. If we can sign contracts for substantial volumes of product in the
next five months, we anticipate being able to raise the debt or equity capital
to continue manufacturing and shipping products, and attain a level of cash flow
and profitability sufficient to sustain operations through 2003 and beyond.
However, the absence of new orders in the next few months would make it more
difficult to raise needed working capital.

To the extent we cannot work out payment terms with creditors, cannot raise new
capital, and/or cannot sign contracts for substantial volumes of products, the
company may have to shut down all operations before April 30, 2003.


                                       11

<PAGE>


Accounts receivable of $1,351,757 is from delivery of 8,500 PFCs to Ericsson
this quarter. We owe approximately $1,200,000 to Saturn for units shipped
through September 30, 2002, and the balance of payables is owed to numerous
trade creditors. Standard terms for collecting our accounts receivable from
Ericsson Wireless is 50-60 days and the normal payment terms to our manufacturer
is 30 days; this situation may well require bank borrowing against receivables
that are pledged against the $1,200,000 credit facility with Silicon Valley Bank
unless we can work out payment terms with Saturn.

A severance liability of $250,007 is recorded at September 30, 2002 to be paid
in 15 equal monthly installments to the former CEO (Kris Budinger). The $100,000
severance liability on the books at December 31, 2001 was paid to another person
(a terminated senior executive) in a lump sum during January 2002 to settle all
potential future claims resulting from of his then un-expired employment
contract (this contract is no longer in effect as a result of the settlement).

Other assets increased $152,496 to $424,910 at September 30, 2002 (compared to
$272,414 at December 31, 2001), representing an increase in prepaid items such
as insurance premiums, rent, deposits with sub-suppliers of components to be
used in the 48 volt product line, etc. These are amortizable costs of which most
will be expensed over the next twelve months.

The cash burn rate for the company during the first nine months of 2002 averaged
$398,000 per month. Beginning September 1, 2002 the company had a cash burn rate
of approximately $ 275,000 per month for a reduction of 30 % from the previous
periods due mainly to the downsizing in August and the overall 30 % reduction in
corporate spending mandated for all departments during fourth quarter. A further
reduction of overhead and staff on November 15, 2002 lowers the monthly cash
burn rate to approximately $200,000 per month for the balance of fourth quarter.

When and if the company is profitable and owes federal income taxes, it will be
able to utilize the tax saving benefits of an estimated $13,000,000 net
operating loss (NOL, occurring principally from 1999 forward) that can be
applied to reduce taxable income and result in lower income tax liabilities. The
NOL may be limited in its use by tax regulation and will expire over time if not
fully absorbed by offsetting taxable incomes in the future. This NOL represents
a significant potential economic benefit to the company in the form of lower
income tax expenses that would otherwise occur without the carry forward losses.
In addition, the company has substantial research and development tax credits
that are being carried forward and can be used to further lower future federal
income tax expenses.

ITEM 3.   CONTROLS AND PROCEDURES

     In the 90 day period before the filing of this report, the chief executive
and chief financial officers of the company have evaluated the effectiveness of
the company's disclosure controls and procedures. These disclosure controls and
procedures are those controls and other procedures we maintain, which are
designed to insure that all of the information required to be disclosed by the
company in all its periodic reports filed with the SEC is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by the company in its reports filed or submitted under the Securities
Exchange Act of 1934 is accumulated and communicated to company management,
including the chief executive and chief financial officers of the company, as
appropriate to allow those persons to make timely decisions regarding required
disclosure.



                                       12

<PAGE>


     Subsequent to date when the disclosure controls and procedures were
evaluated, there have not been any significant changes in the company's
disclosure controls or procedures or in other factors that could significantly
affect such controls or procedures. No significant deficiencies or material
weaknesses in the controls or procedures were detected, so no corrective actions
needed to be taken.


                           PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

     ARNOLD LAWSUIT. On October 25, 2002, the company filed a lawsuit (Case No.
02-CV3713) in District Court, Arapahoe County, Colorado against Larry G. Arnold,
Larry G. Arnold d/b/a Billy Jack Company, Sally Arnold, and John Does 1 through
10 whose true names now are unknown. Sally Arnold is Larry Arnold's wife; Billy
Jack Company is a name under which Larry and Sally Arnold have done and continue
to do business.

     The lawsuit alleges that the company and its shareholders have been the
victims of a series of devices, schemes and artifices to defraud, perpetrated by
its former CEO and Chairman of the Board Arnold, resulting in over $1 million in
damages. The lawsuit alleges that Arnold was associated in his tortious conduct
by the other named defendants, and by persons whose true names are not now
known.

     The company makes ten claims for damages and seeks relief from the
defendants principally for breach of fiduciary duty and unjust enrichment.

     As of the filing date of this Form 10-QSB report, no answer to the
complaint has been filed by the defendants.

     The company has filed this lawsuit as a result of the internal
investigation conducted earlier this year (see the annual report on Form 10-KSB
for the year ended December 31, 2001). While further legal expenses will be
incurred in the lawsuit, the extensive legal and investigative work done to date
has been paid for. Management has initiated the lawsuit to obtain recovery from
the defendants for harm done to the company and its shareholders. Management
will monitor the progress of the litigation, and its expenses closely.

     SEC INVESTIGATION. There have been no developments in the SEC's
investigation of the company. See the annual report on Form 10-KSB for the
fiscal year ended December 31, 2001 for information on this matter.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

     (c) Additional shares of common stock were sold to two accredited
individuals during this quarter: one bought 128,205 shares at $0.78 and 3 year
warrants on an additional 64,102 shares (exercise price $1.18 per share); the
other bought 25,000 shares at $1.00. No commissions were paid in these
transactions, from which the company received a total of $125,000. The
securities are restricted under rule 144, and were offered and sold without
registration pursuant to section 4(2) of the 1933 Act.



                                       13

<PAGE>


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS.

     The company's proposed slate of directors was elected (or re-elected) at
the August 14, 2002 annual shareholders' meeting by a plurality of all votes
cast.

     The directors were Glenn M. Grunewald, Ed Sidor, Gary Fairhead, Gary Young,
and Ken Cassady. Mr. Cassady resigned in September 2002 because of the added
demands on his time presented by his personal business affairs.

                                 For                Against        Abstain
                                 ---                -------        -------

     Glenn M. Grunewald         15,693,628          138,120         6,305
     Ed Sidor                   15,772,417           59,331         6,305
     Gary Fairhead              10,192,842        5,638,906         6,305
     Gary Young                 15,800,895           30,853         6,305
     Ken Cassady                15,771,967           59,781         6,305

     The shareholders also ratified the recommended appointment of our auditors,
Ehrhardt, Keefe Steiner and Hoffman, for a fourth consecutive year ending
December 31,2002.

                                 For                Against        Abstain
                                 ---                -------        -------

                               15,574,562            68,646       194,845

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits.

         99.1     Certification Pursuant to Section 1350 of Chapter 63
                  of Title 18 of the United States Code

     (b) Reports on Form 8-K.

     The company filed three reports on Form 8-K during the three months ended
September 30, 2002: (1) July 12, 2002 reporting a change in the date of its
annual shareholders' meeting; (2) August 6, 2002 reporting the status of backlog
orders; and (3) August 6, 2002 to clarify voting procedures for its annual
shareholders' meeting.




                                       14

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                     OFFICERS' CERTIFICATIONS AND SIGNATURES


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

                                                 ONLINE POWER SUPPLY INC.
                                                 (Company)



Date:  November 14, 2002                    By:     /s/   Glenn Grunewald
                                                 -------------------------------
                                                 GLENN GRUNEWALD,
                                                 CEO and PRESIDENT




Date:  November 14, 2002                    By:     /s/   Richard L.  Millspaugh
                                                 -------------------------------
                                                 RICHARD L. MILLSPAUGH,
                                                 CHIEF FINANCIAL OFFICER


                                       15

<PAGE>


                                  CERTIFICATION

     I, Glenn Grunewald, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of OnLine Power Supply,
Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

DATED this 14th day of November, 2002.


                                              /s/  Glenn Grunewald
                                            ------------------------------------
                                            Glenn Grunewald
                                            CEO and President



                                       16

<PAGE>


                                  CERTIFICATION

     I,   Richard L. Millspaugh, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of OnLine Power Supply,
Inc.

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

DATED this 14th day of November, 2002.


                                               /s/  Richard L. Millspaugh
                                             -----------------------------------
                                             Richard L. Millspaugh
                                             Chief Financial Officer



                                       17

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