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 March 31, 2001
[ ]  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 Address through February 28, 2001: 6909 South Holly Circle #200,
                                          Englewood, Co 80112
--------------------------------------------------------------------------------
              (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 March 31, 2001
-------------------------------------     --------------------------------------
   Common stock, $.0001 par value                   21,243,155 Shares



                                        1

<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 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,
financing, litigation and other potentially threatening business influences, 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  realized  and the actual  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 March 31, 2001 and December 31, 2000.....4-5

           Condensed Statements of Operations - Three Months Ended
           March 31, 2001 and March 31, 2000...................................6

           Condensed Statements of Cash Flows - Three Months Ended
           March 31, 2001 and March 31, 2000...................................7

           Notes to Condensed Financial Statements..........................8-10

ITEM 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations...................11-13


PART II.   OTHER INFORMATION

ITEM 2.    Changes in Securities and Use of Proceeds..........................14

ITEM 4.    Submission of Matter 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>

                                                          March 31,    December 31,
                                                            2001           2000
                                                         -----------   ------------
                                                         (unaudited)

Assets
Current assets
<S>                                                      <C>          <C>
      Cash and cash equivalents                          $4,964,447   $3,181,728
      Certificates of deposit                               150,000      650,000
      Short term investments                              1,972,500    5,067,156
      Accounts receivable, net                              104,386       29,819
      Accrued interest                                       33,779       50,239
      Receivable from officers                               95,280       40,050
      Inventory, at lower of cost or market                 200,639       79,643
      Prepaid expenses                                      122,780      128,184
                                                         ----------   ----------

      Total current assets                                7,643,811    9,226,819

Property and intangibles, net of depreciation and
amortization, and other assets
      Property and equipment, net                           778,476      434,437
      Equipment under capital leases, net                    66,443       72,976
      Leasehold improvements, net                           102,339         --
      Goodwill, net                                          91,628      104,718
      Acquired technology, net                               44,590       50,960
      Patents, net                                           68,466       58,582
      Other assets                                           24,497       18,114
                                                         ----------   ----------

      Total property and other assets                     1,176,439      739,787
                                                         ----------   ----------

      Total assets                                       $8,820,250   $9,966,606
                                                         ==========   ==========

</TABLE>


                                        4

<PAGE>



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


<TABLE>
<CAPTION>

                                                                  March 31,     December 31,
                                                                    2001            2000
                                                                ------------    ------------
                                                                 (unaudited)
Liabilities and shareholders' equity

Current liabilities
<S>                                                             <C>             <C>
     Accounts payable                                           $    511,572    $    379,836
     Accrued interest                                                 19,063          19,063
     Capital lease obligations, current maturity                      32,448          31,212
     Officer's retirement liability                                   67,500         108,000
     Notes payable, current maturities                                20,213          19,840
     Accrued liabilities                                              15,000            --
     Other                                                            12,649          52,650
                                                                ------------    ------------
         Total current liabilities                                   678,445         610,601
                                                                ------------    ------------

Long-term liabilities
     Capital lease obligations, less current maturities               24,983          33,329
     Note payable, less current maturity                              18,031          23,226
                                                                ------------    ------------
         Total long term liabilities                                  43,014          56,555
                                                                ------------    ------------
              Total liabilities                                      721,459         667,156
                                                                ------------    ------------

Shareholders' equity
     Preferred stock, $.0001 par value; 1,000,000 shares
         authorized  2,800 shares issued and outstanding

     Common stock; $.0001 par value; 50,000,000 shares
         authorized; 21,243,155 shares issued and outstanding          2,124           2,124
         Stock option notes receivable                               (83,127)        (83,127)
     Additional paid-in capital                                   29,277,729      29,277,729
     Retained (deficit), through March 31, 2001                  (21,097,935)    (19,897,276)
                                                                ------------    ------------
         Total shareholders' equity                                8,098,791       9,299,450
                                                                ------------    ------------
Total liabilities and shareholders' equity                      $  8,820,250    $  9,966,606
                                                                ============    ============
</TABLE>




                                        5

<PAGE>



                            OnLine Power Supply Inc.
                        Condensed Statement of Operations


<TABLE>
<CAPTION>

                                             Three Months      Three Months
                                             Ended March       Ended March
                                               31, 2001          31, 2000
                                            -------------     -------------
                                             (unaudited)       (unaudited)

<S>                                         <C>               <C>
Revenue                                     $    202,403      $     12,434
Cost of revenue                                  214,865             7,452
                                            ------------      ------------
Gross profit (loss)                              (12,462)            4,982
                                            ------------      ------------

Operating expenses:
Research and development                         465,348           261,620
Sales and marketing                              236,032            53,213
General and administrative                       626,503           571,453
                                            ------------      ------------
Total operating expenses                       1,327,883           886,286
                                            ------------      ------------

         Loss from operations                 (1,340,345)         (881,304)

Investment income                                146,735            95,775
Interest (expense)                                (7,049)          (13,003)
                                            ------------      ------------
Net (loss) available to common
     Shareholders                           $ (1,200,659)     $   (798,532)
                                            ============      ============

Net loss per common share                   $       (.06)     $       (.05)
                                            ============      ============

Weighted average shares outstanding           21,243,155        16,353,688

</TABLE>


                                        6

<PAGE>



                            OnLine Power Supply, Inc.
                       Condensed Statements of Cash Flows


<TABLE>
<CAPTION>

                                                               For the Three Months Ended March 31,
                                                              -------------------------------------

                                                                       2001          2000
                                                                   -------------  ------------
                                                                    (unaudited)    (unaudited)

Cash flows from operating activities
<S>                                                                <C>            <C>
     Net (Loss)                                                    $(1,200,659)   $  (798,532)
     Adjustments to reconcile net loss to net cash:
     Depreciation and amortization                                      67,997         43,075
     Investment earnings                                               (64,345)          --
     Changes in certain assets and liabilities:
         Receivables, inventory and other current assets              (235,310)      (126,691)
         Accounts payable and other current liabilities                 67,844         79,761
                                                                   -----------    -----------
                                                                      (163,814)        (3,855)
                                                                   -----------    -----------
         Net cash (used in) operating activities                    (1,364,473)      (802,387)
                                                                   -----------    -----------

Cash flows from  investing activities
     Purchases of fixed assets and leasehold improvements             (485,007)       (36,258)
     Payments to acquire patent                                        (13,259)          --
     Proceeds from maturing certificate of deposit                     500,000           --
     Purchase certificates of deposit                                     --       (1,582,672)
     Proceeds from commercial paper at maturity                      3,159,000           --
                                                                   -----------    -----------
         Net cash provided by (used in) investing activities         3,160,734     (1,618,930)
                                                                   -----------    -----------

Cash flows from financing activities
     Proceeds from sale of stock                                          --           50,034
     Payments for offering costs                                          --          (74,280)
     Payments on capital leases                                         (7,110)        (5,763)
     Proceeds from line of credit                                         --          585,000
     Payments on line of credit                                           --             (731)
     Proceeds from long term debt                                         --           42,687
     Payments on long term debt                                         (6,432)        (2,907)
                                                                   -----------    -----------
     Net cash provided by ( used in) financing activities              (13,542)       594,040
                                                                   -----------    -----------
     Net increase (decrease) in cash                                 1,782,719     (1,827,277)


     Cash and cash equivalents- beginning of period                  3,181,728      1,941,367
                                                                   -----------    -----------
     Cash and cash equivalents- end of period                      $ 4,964,447    $   114,090
                                                                   ===========    ===========
</TABLE>

Cash paid for  interest  during the three  months ended March 31, 2001 and March
31, 2000 was $ 4,376 and $ 19,952 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,  cash flows and shareholders'  equity 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  included
in the SEC Form 10-QSB and the audited  financial  statements and notes included
in the 2000 SEC Form 10-KSB.


NOTE 2 - SHAREHOLDERS' EQUITY
-----------------------------

Qualified Stock Option Plan
---------------------------

The shareholders approved a Qualified Incentive Stock Option Plan on December 7,
1999. The purpose for the plan is to have the ability to offer stock  incentives
to  key  employees  as  a  reward  for  past  performance  and  to  attract  the
best-qualified  new  employees  by offering  ownership  as a means of reward and
retention.  A total of 3,500,000  common shares have been set-aside in this plan
to provide for stock options to participants.

Directors Non-Qualified Stock Option Plan
-----------------------------------------

The Board of Directors  adopted a Directors  Non-Qualified  Stock Option Plan in
August 2000 to provide for stock  options to members  serving on the Board.  The
plan will be used to attract and retain the most qualified candidates by issuing
them stock options in exchange for their service on the Board.

NOTE 3-STOCK OPTION NOTES RECEIVABLE
------------------------------------

The Company's Incentive Stock Option Plan (ISOP) administrators allow (beginning
October,  2000) employee ISOP  participants  to borrow funds from the company to
option their common stock. The advances are evidenced by recourse notes from the
employee to the Company bearing interest at 8% per annum. The outstanding  stock
option  exercise notes payable to the Company at December 31, 2000 and March 31,
2001 is $ 83, 127.


                                        8

<PAGE>



NOTE 4 - INCOME TAXES
---------------------

A  reconciliation  of the US statutory  federal income tax rate to the effective
rate follows:


<TABLE>
<CAPTION>
                                                     March 31,         March 31,
                                                     ---------         ---------
                                                        2001             2000
                                                        ----             ----

<S>                                                    <C>              <C>
U.S. statutory federal rate                            34.00%           34.00%
State income tax rate, net of federal benefit          3.00%             3.00%
Provision for bad debts                                  -                 -
Net operating loss for which no tax benefit
  is currently available                              (37.00%)         (37.00%)
                                                      -------          -------

                                                      --     %          --    %
                                                   ===========        =========
</TABLE>

Deferred taxes consisted of:

<TABLE>
<CAPTION>

                                                    Mar. 31, 2001  Mar. 31, 2000
                                                    -------------  -------------

Deferred tax asset as a result of a net operating
<S>                                                 <C>            <C>
   tax loss carry-forward (beginning 1996)          $ 2,992,000    $ 1,748,290
Valuation allowance                                  (2,992,000)    (1,748,290)
                                                    -----------    -----------
Net deferred taxes                                  $      --      $      --
                                                    ===========    ===========
</TABLE>

The  valuation  allowance  offsets the deferred tax assets for which there is no
assurance of recovery. The net operating losses prior to 1996 have been lost due
to the change of business and change of ownership.  The losses since 1996 may be
limited  because of the change of ownership  during 2000.  The  available NOL is
based on the estimated time during the year that the greater than 50 % ownership
change occurred,  thereby,  resulting in the loss becoming  partially limited in
its future use.

NOTE 5 - CONTINGENCIES AND COMMITMENTS
--------------------------------------

Office and Laboratory Space
---------------------------

The  Company  has leased  their  office-laboratory  space in the  Highland  Park
complex in Englewood,  Colorado through February 28, 2006. Future minimum rental
payments payable under the office lease are $ 490,231 at
 $8,309 per month until February, 2006.

Performance Options
-------------------

As part of the executive  employment  agreements,  two officers  (including  the
retired CEO) shall become  fully vested to receive  options to purchase  500,000
shares (one million in total) of the Company's  common stock upon  achieving the
following performance goals:

1.   If the Company's  consolidated gross revenues exceed $3,000,000 by December
     31, 1999,  the  executives  vest in 35% of the options;  this event did not
     occur and the options did not vest accordingly.


                                        9

<PAGE>



2.   If the Company's  consolidated gross revenues exceed $6,000,000 by December
     31, 2000 the  executives  vest in an  additional  35% of the options;  this
     event did not occur and the options did not vest accordingly.

3.   If the Company's  consolidated gross revenues exceed $9,000,000 by December
     31, 2001, the executives vest in 30% of the options.

Manufacturing
-------------

The  Company  has  entered  into an  arrangement  with  Saturn  Electronics  and
Engineering  Inc. for the turn-key  manufacture of the initial power  conversion
units developed by the Company. Saturn may, if asked by the Company,  internally
finance  certain costs normally  associated  with the production ramp up process
and  subsequently  be reimbursed  out of the proceeds of payments for the orders
when received by the Company.  Subject to certain terms and  conditions,  Saturn
has the exclusive right to manufacture  all of the products  developed by OnLine
through the end of their first product development program.

NOTE 6- LITIGATION
------------------

The Company has settled and  satisfied  all claims that have arisen from a prior
business  endeavor  except  for one  known as Max  Music  (claiming  $  390,000)
currently being appealed. It was litigated with the magistrate's ruling given in
favor of the Company in 1999.  The ruling is now being  reviewed by an appellate
judge and the final outcome is yet to be decided. Management has been advised by
counsel that it is likely the Company will prevail  under  appeal.  However,  as
with all  litigation  results,  the actual  outcome  will not be known until the
appeal  process is  completed;  in the  meantime,  management  believes that the
eventual outcome will not have any adverse financial effect on the company.

NOTE 7 - DEVELOPMENTAL TECHNOLOGY RISKS AND REVENUE GENERATION
--------------------------------------------------------------

The company is focused exclusively on bringing its new,  proprietary  technology
to market that will compete  more  favorably  against  existing  technology  for
certain  targeted  applications  and customers.  The company is relying on a few
large original  equipment  manufacturer  (OEM) customers for  prospective  sales
during 2001 and has established a significant sales marketing budget to expedite
the release and  introduction  of the technology to these potential  users.  The
technology introduction process is complex and lengthy;  however, initial orders
are being taken and production  units were delivered in the first quarter,  2001
to the  first  customer.  We do not have  accurate  information  at this time to
predict when net sales  revenues  will be adequate to cover the overhead for the
company.


                                       10

<PAGE>



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

The  following  discussion  should  be read in  conjunction  with the  quarterly
financial  statements  filed  with  this  report.   Except  for  the  historical
information contained herein, this report may contain forward looking statements
that involve risks and uncertainties,  including  manufacturing risks associated
with   implementing   new   process   technology,   achieving   commercial-scale
manufacturing  levels,  achieving consistent yields and quality,  uncertainty of
market  acceptance  and  timing of  market  acceptance,  as well as other  risks
detailed  from time to time in the  Company's  filings with the  Securities  and
Exchange Commission, including the Company's annual SEC Form 10-KSB.

GENERAL DISCUSSION OF THE BUSINESS STRATEGY

The Company  released the Power Factor  Corrected  Front End Module (PFC) to the
market  during the fourth  quarter 2000.  This event  signified the start of the
operational  dimension  of the  organization  coupled  with the three-  year-old
developmental stage that had been ongoing since 1996.  Development of derivative
power  supply  products,  such as the 48  volt-500  watt power  supply,  are now
underway for release to the  marketplace  later in 2001. The original patent for
the new technology was filed in October 1999 and has been updated  several times
to include all new discoveries and is pending issuance by the US Patent Office.

The set up of the  turn-key  manufacturing  process  at Saturn  Electronics  and
Engineering  is  complete  and PFC  evaluation  and  production  units have been
shipped to  customers  throughout  the last two  calendar  quarters.  Additional
orders for PFC  product and samples are being  processed  and  manufacturing  at
Saturn is ongoing.

The  Company is  developing  its  proprietary  48  volt-500  watt power  supply,
incorporating  the  discoveries  made during the PFC research  and  development,
followed by other  products with multiple  output  capabilities.  The first wide
scale use of the products will be in the  telecommunications  industry,  network
computing,  optical  switching,  DC motor  controls and lighting  systems  among
others,  including the aerospace  industry.  A number of potential customers are
actively  evaluating  our  technology  for  use in  their  design  systems.  The
Company's  objective is to become the leader in innovation  for the power supply
industry  and to  revolutionize  the  way  power  supplies  are  perceived  as a
component of the overall system.

While the laboratory  staff  concentrates on producing the initial  prototype 48
volt power supply for testing and  certification,  the sales and marketing staff
is  introducing  the  PFC  technology  to the  targeted  prospective  users.  An
advertising  and public  relations  campaign  (at a total cost of $ 200,000  for
first  quarter) has been  designed to heighten the awareness of our products and
our company.  A new and much larger  laboratory and office space was occupied in
February  2001.  The  business  unit  continues  to mature  and grow to meet the
demands of being a public company and communicating with all shareholders.

The initial  advertising  campaign has produced a substantial amount of interest
in OPS products  and  capabilities.  Leads from  potential  customers  are being
received  weekly  and  followed  up  by  the  sales  department  and  the  sales
representative  network.  Additional leads are being produced continually by the
efforts  of  the  sales  representatives  and  distribution  network.  With  the
production line up and running,  sales potential has dramatically  increased and
our customer contact includes many companies in a variety of locations.

In conjunction with  anticipated  increases in sales order volumes in the second
through fourth  quarters of 2001 and the first quarter 2002, we are working with
Saturn  Electronics  and  Engineering to move the production to Saturn's  larger
facility in Mexico.  Our goal in this respect is to meet  increasing  order flow
without  interruption  to our  customers and also to implement  cost  reductions
resulting from higher volumes and lower lab costs.


                                       11

<PAGE>



RESULTS OF  OPERATIONS--QUARTER  ENDED MARCH 31, 2001  COMPARED TO QUARTER ENDED
MARCH 31, 2000.

In the first quarter,  2000 the company did not have  significant  revenues as a
result of the decision to re-direct the company's  efforts towards  developing a
totally new line of products.  A very small  amount of revenue was  generated in
2000  while  the  remaining   inventory  of  discontinued   products  was  being
liquidated.  The initial  sales  results for this new product  emphasis were not
realized until the first quarter,  2001. Several delays were experienced in 2000
during which the technology (original prototype) underwent five distinct changes
to improve the unit's  performance.  The end result has produced  superior  test
results  and is  being  marketed  as  the  first  commercial  product  from  the
discoveries  originally  occurring  in  1995.  For  these  reasons,  it  is  not
meaningful to compare  operational results quarter over quarter included in this
financial  report because it would be comparing  results of old operations being
shut down with new operations just starting up.

Sample  unit  sales of the Power  Factor  Corrected  Module  occurred  in fourth
quarter 2000 and production  line sales of $202,403 were recorded first quarter,
2001. The forecast is for steadily  increasing quarter over quarter revenues for
the  remainder  of  2001.  The  company  has  purchase  orders  for  units to be
manufactured  through April, 2001 and receipt of sequential  purchase orders for
unit deliveries  occurring after the initial  production run is expected but not
assured.

The cost of the initial  production  revenues (sales) this quarter included some
components  procured  based  on  expedited  deliveries  and low  level  purchase
patterns  (producing  higher costs than volume  purchase  patterns) and included
amortization  of initial  costs of parts,  supervision,  tools and  supplies for
implementing  the  manufacturer's  production  line process.  The pricing of the
initial  deliveries  did  not  totally  recover  all  of  the  per  unit  direct
manufacturing  costs;  therefore,  the sales in this quarter resulted in a gross
loss of $12,462 which we anticipated at these lower sales levels.

The Company  continues to add  engineering,  technical and management  personnel
during 2000 and 2001 and has recently  completed a move into  facilities  double
the size of the former facility.  The monthly occupancy cost of the new space is
not  appreciably  greater  than the cost of the  previous  space;  approximately
$10.00 per square foot of remodeling ($94,000) was completed and paid for by the
Company in exchange for the rent remaining  constant for the next 60 months. New
laboratory  equipment  totaling  approximately  $325,000 has been  acquired this
quarter  to bring  our  bench  testing  capability  up to the  standards  of the
independent  laboratories and to allow us to design the products with all of the
safety and UL  characteristics  required  by our  customers.  All voice and data
communications networks underwent a substantial upgrade during the relocation at
a cost of  approximately  $75,000 to accommodate all foreseeable  communications
needs.

Selling and  marketing  costs for the quarter ended March 31, 2001 were $236,032
compared to the quarter  ended March 31, 2000 that  totaled $ 53,213.  The major
spending  increases were for: direct  advertising  costs of $104,000,  an annual
sales  meeting  costing  $31,000 and  increases in the size of the staff and the
general expense budget for marketing for another $ 45,000.

Research and development costs include research  salaries and benefits,  travel,
employee training, the cost of test equipment,  test parts, technical consulting
and independent product  certification  testing.  The research effort is growing
and is focused on developing  the new 48 volt line of products.  The R & D costs
have  increased  $203,728  quarter  over quarter from 2000 to 2001, a 77% dollar
increase,  as a  direct  result  of the  expansion  of the  department  and  the
development  effort.  The  present  spending  level for R & D, of  approximately
$475,000 per quarter, is projected to continue throughout the remainder of 2001.

General and  administrative  expenses were $571,453 in 2000 compared to $626,503
in 2001, an increase of

                                       12

<PAGE>



$55,050  reflecting a slightly  higher quarter over quarter cost for overhead to
maintain  a basic  and  constant  level  of  effort.  All of the  administrative
infrastructure,  and associated costs, was in place a year ago while the company
was in the process of becoming fully reporting. The overhead cost structure will
remain fairly constant until the Company is revenue  producing at  substantially
higher sales,  production and profitability levels. Staff increases may occur in
management, sales and accounting as the Company becomes larger in size and scope
necessitating a higher level of general overhead accordingly.

Interest income  increased  $50,960 from 2000 to 2001 as a result of earnings on
the  investment  of the residual  private  equity funds  received by the Company
after the 2000 first quarter ended. The Company continues to hold its investable
funds in a 6-9 month  maturity  portfolio of AA grade or better  investments  of
commercial  paper or institutional  money market funds at an average  investment
return  of  4.97%  (for the  most  recent  round  of  investment  activity.)  As
investment  funds are used for working  capital,  the resulting  interest income
that can be earned  will drop  each  quarter  accordingly;  namely  $12,500  per
quarter at the current burn rates.

LIQUIDITY AND CAPITAL RESOURCES.

The Company has  successfully  financed  its product  research  and  development
effort since 1996 by selling preferred and common stock to accredited  investors
from time to time. The company historically has not had to rely on debt proceeds
or net sales revenues to pay the cost of its operations. The existing, projected
cash burn rate for  executing  the  present  business  plan  fluctuates  between
$350,000 to $400,000 per month.  In  addition,  the company does not wish to use
their cash below a reserve level of $3,000,000.  Net sales  revenues  (presently
projected to occur  during  2001),  will  provide some portion of the  operating
capital  before the point in time  (approximately  10 months in the future) when
the  agreed  upon  cash  reserve  will be needed to  sustain  operations.  Sales
forecasts  for the PFC product and the "still in  development"  48 volt  product
should produce net revenues sufficient to pay the cost of operations and provide
the planned  profits for the Company's  shareholders in 2002. The Company has no
contingency plan yet to obtain  additional  operating  capital in the event that
sales do not occur as projected in 2002,  but will create a plan for  additional
capital to sustain the product  introduction  process if that need should  arise
sometime during 2001.

INCOME TAXES.

The Company has  approximately  $8,000,000 of operating tax loss carry  forwards
that expire each year through 2019 if not offset against taxable  profits.  Some
portion of these  losses will be  available  in the future to offset the current
payment of the taxes normally due on the profits of the Company. The Company has
not paid income taxes since its inception.  The Tax Reform Act of 1986 and other
income tax regulations contain provisions which may limit the NOL carry forwards
available to be used in any given year, if certain events occur, including major
changes in ownership or changes in businesses.


                                       13

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                           PART II. OTHER INFORMATION


ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS.

                                  None


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

                                  None


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


                                  None



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                                   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:  April 27, 2001                 By:       /s/   Kris Budinger
                                             -----------------------------------
                                             KRIS BUDINGER,
                                             CEO and President




Date:  April 27, 2001                 By:       /s/   Richard L.  Millspaugh
                                             -----------------------------------
                                             RICHARD L. MILLSPAUGH,
                                             Chief Financial Officer


                                       15

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