|SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 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 0-27418
eLINEAR, INC.                           (Exact Name of Registrant as Specified in its Charter) | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|Delaware (State or other jurisdiction
of incorporation or organization) | 76-0478045 IRS Employer
Identification Number | 
|----------------------------------------------------------------------- | --------------------------------------------- | 

8800 Jameel Road, Suite 170Houston, Texas 77040(Address of principal executive offices)

Registrant's telephone number, including area code: (713) 690-0855

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on
which registered | 
|------------------- | ----------------------------------------- | 
|None                | None                                      | 

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
$.02 Par Value Common Stock

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ]    No [ ]

As of July 17, 2002, the market value of the Registrant's $0.02 par value common stock, excluding shares held by affiliates, was $600,210 based on a closing bid price of $1.17 per share on the OTC Bulletin Board. There were 967,500 shares of common stock outstanding as of June 30, 2002 and July 17, 2002.

Part I.     Financial Information

Item 1. Financial Statements

eLINEAR, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

|ASSETS                                         | June 30, 2002 | December 31,
|---------------------------------------------- | ------------- | ------------
|                                               | (Unaudited)   | 2001        
|Current assets:                                |               |             
|Cash and cash equivalents                      | $      26,353 | $  111,545  
|Accounts receivable                            | 138,155       | 410,879     
|Unbilled receivables                           | 2,760         | 873         
|Other current assets                           | 22,082        | 27,119      
|Total current assets                           | 189,350       | 550,416     
|Property and equipment, net                    | 20,089        | 32,189      
|Assets held for sale                           | -             | 16,749      
|Other assets                                   | 4,388         | 7,486       
|Total assets                                   | $   213,827   | $  606,840  
|LIABILITIES AND STOCKHOLDERS' EQUITY          
|Current liabilities:                           |               |             
|Accounts payable                               | $   111,154   | $  214,585  
|Accrued expenses                               | 43,039        | 63,865      
|Deferred income                                | 14,800        | 14,562      
|Total current liabilities                      | 168,992       | 293,012     
|Commitments                                    | -             | -           
|Stockholders' equity:                          |               |             
|Preferred stock; $.02 par value; 25,000 shares |               |             
|authorized; 0 shares issued and outstanding    | -             | -           
|Common stock; $.02 par value; 3,750,000 shares |               |             
|authorized; 967,500 outstanding                | 19,350        | 18,100      
|Additional paid in capital                     | 1,326,249     | 1,205,509   
|Accumulated deficit                            | (1,300,764)   | (909,781)   
|Total stockholders' equity                     | 44,835        | 313,828     
|Total liabilities and stockholders' equity     | $   213,827   | $   606,840 

The accompanying notes are an integral part of these consolidated financial statements.

eLINEAR, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                                             | Three Months Ended June 30 | Six Months Ended June 30
|-------------------------------------------- | -------------------------- | ------------------------
|                                             | 2002                       | 2001                    
|Consulting contract revenue                  | 269,605                    | 600,733                 
|Cost of consulting contract revenue          | 189,741                    | 321,768                 
|Gross profit                                 | 79,864                     | 278,965                 
|Selling, general and administrative expenses | 179,534                    | 189,423                 
|Income (loss) from operations                | (99,670)                   | 89,542                  
|Other income (expense):                      |                            |                         
|Interest income                              | 0                          | 0                       
|Other income (expense)                       | 0                          | 0                       
|Income (loss) before income taxes            | (99,670)                   | 89,542                  
|Income taxes                                 | 0                          | 0                       
|Net income (loss)                            | (99,670)                   | 89,542                  
|Basic and diluted earnings (loss) per share  | (.103)                     | 0.10                    
|Diluted earnings (loss) per share            | (.103)                     | 0.06                    
|Weighted average shares outstanding:         |                            |                         
|Basic                                        | 967,500                    | 875,000                 
|Diluted                                      | 967,500                    | 1,604,643               

The accompanying notes are an integral part of these consolidated financial statements.

eLINEAR, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
(Unaudited)

|                                       | Common Shares | Amount  | Additional
Paid In Capital | Stock
Subscription Receivable | AccumulatedDeficit | Total   
|-------------------------------------- | ------------- | ------- | -------------------------- | ----------------------------- | ------------------ | --------
|Balance, March 31,2002                 | 1,305,000     | 26,100  | 2,213,509                  | (1,008,000)                   | (1,208,832)        | 22,777  
|Cancel stock exercise of stock options | (390,000)     | (7,340) | (1,008,000)                | 1,008,000                     | 0                  | (7,340) 
|Exercise of Stock Option               | 19,500        |         | 47,150                     |                               |                    | 47,150  
|Private Placement                      | 33,000        |         | 73,590                     |                               |                    | 73,590  
|Net loss for the period                | 0             | 0       | 0                          | 0                             | (99,671)           | (99,671)
|Balance, June 30, 2002                 | 967,500       | 18,760  | 1,326,249                  | 0                             | (1,308,503)        | 36,506  

The accompanying notes are an integral part of these consolidated financial statements.

eLINEAR, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                                                     | Six months ended June 30,
|------------------------------------------------------------------------------------ | -------------------------
|                                                                                     | 2002                     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                |                          
|Net income (loss)                                                                    | (390,393)                
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |                          
|Expenses funded from issuance of options                                             | 0                        
|Depreciation                                                                         | 12,099                   
|Changes in operating assets and liabilities:                                         |                          
|Accounts receivable                                                                  | 272,723                  
|Unbilled receivables                                                                 | (1,887)                  
|Other current assets                                                                 | 5,037                    
|Other assets                                                                         | 19,846                   
|Accounts payable                                                                     | (103,430)                
|Accrued expenses                                                                     | (20,827)                 
|Deferred income                                                                      | 238                      
|Total adjustments                                                                    | 171,700                  
|Net cash used in operating activities                                                | (206,594)                
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                |                          
|Purchase of property and equipment                                                   | -                        
|Net cash used in investing activities                                                | -                        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                |                          
|Payment on due to stockholders                                                       | -                        
|Net cash increase from financing activities                                          | 121,400                  
|Net decrease in cash and cash equivalents                                            | (85,194)                 
|Cash and cash equivalents at beginning of period                                     | 111,545                  
|Cash and cash equivalents at end of period                                           | 26,353                   

The accompanying notes are an integral part of these consolidated financial statements

eLINEAR, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)

1.       The financial statements and notes thereto should be read in conjunction with the financial statements and notes for the year ended December 31, 2001.

2.       In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the period presented have been included. The results of operations for the three and six months ended June, 2002 and 2001 are not necessarily indicative of the results for a full year.

3.        Background of company and basis of presentation

eLinear, Inc. (the "Company" or "eLinear") has operated an Internet consulting business since December 1999. The Company acquired its Internet consulting business as a result of its merger with Imagenuity, Inc. ("Imagenuity") in late 1999. Immediately prior to acquiring the business of Imagenuity, the Company, which at the time was named Kinetiks.com, Inc., did not engage in any business activities except for negotiating and compromising debt and searching for merger candidates. While Kinetiks.com, Inc. was the survivor in the merger, from an accounting standpoint the transaction was accounted for as though it was a recapitalization of Imagenuity and a sale of shares by Imagenuity in exchange for the net assets of Kinetiks.com, Inc. On July 31, 2000, the Company changed its name to eLinear, Inc.

4.        Operations and Liquidity

During the second quarter 2002, there was a further deterioration of the business prospects for Internet technology companies including companies of all sizes and geographic locations, especially larger sized companies. Overall business investment declined approximately 30% during 2001. The events of September 11, 2001 brought overall business investment in information technology to a virtual standstill for the remainder of 2001. eLinear's sales projections for the first quarter were impacted severely consistent with the internet consulting industry as a whole.

The Company cannot expand beyond its current limited level of operations in Denver and Houston without additional capitalization. The Company continues to seek new capital There can, however, be no assurance that such sources of capital will be available to the Company or, if available, that they will be upon terms and conditions acceptable to the Company. Accordingly, the Company intends to continue to attempt to diversify and expand its customer base with its current limited resources and maintain overhead costs at low levels. While management believes these efforts may result in modest positive operating cash flows in 2002, there can be no assurance to that effect.

5.       Equity

Investor agreement

On April 3, 2002, four members of management ("Selling Shareholders") entered into a Memorandum of Understanding with a potential investor for the sale of shares of the Company's common stock, which the Selling Shareholders had acquired pursuant to the exercise of options. In March 2002, each of the four Selling Shareholders exercised options to purchase 50,000 shares of the Company's common stock at an exercise price of $2.18 per share and exercised additional options to purchase an additional 50,000 shares of our common stock each for an exercise price of $2.90 per share. Each Selling Shareholder agreed to sell all of the shares of common stock acquired to the investor. The investor agreed to pay each Selling Shareholder $3.18 and $4.90 per share, respectively, for each share of common stock purchased for $2.18 and $2.90 per share, respectively. The Company has terminated all agreements with the potential investor as of June 30, 2002.

Stock subscriptions receivable

As discussed in the preceding paragraph, the Company accepted promissory notes comprising $436,000 and $580,000 from four members of management of the Company in exchange for the exercise of common stock options on March 20, 2002 and March 27, 2002, respectively. These notes are non-interest bearing and due in annual installments of $218,000 and $290,000, respectively for two years. Payments of $21,800 were made toward the promissory notes in April 2002 by the management resulting from the sale of 10,000 shares.  The remainder of the shares have not been purchased by the investor and the Selling Shareholders rescinded their common shares in return for the options originally exercised. The stock subscriptions receivable were simultaneously canceled in April 2002 in relation to this transaction.

6.        Major customer information

During the three and six months ended June 30, 2002, the Company generated revenues from two customers that represented 52% and 51% of total revenues, respectively. During the three and six months ended June 30, 2001, the Company generated revenues from two customers that represented 73% and 55% of total revenues, respectively.

7.        Litigation

From time to time, the Company may become involved in litigation arising in the ordinary course of its business.  The Company is not presently subject to any material legal proceedings outside of the ordinary course of business except as set forth below:

On December 16, 1999, eLinear and Imagenuity were served with a complaint captioned Chris Sweeney v. Kinetiks.com, Inc. and Imagenuity, Inc., Circuit Court, Duval County, Florida, Civil Case Number 1999-7252-CA. The Complaint alleged a breach of an alleged oral modification of a written employment agreement between the Plaintiff, Chris Sweeney, and Imagenuity and alleged breaches by eLinear and Imagenuity of fiduciary obligations which the Plaintiff claims were owed to him. Plaintiff is seeking as damages twenty percent of eLinear's common stock received by the sole shareholder of Imagenuity in connection with the merger of Imagenuity with and into eLinear's subsidiary. After the filing of the Complaint, eLinear's subsidiary, Elinear Corporation, was added as a Defendant. Management intends to vigorously contest the case. While the Company believes the case to have no merit, at this stage it is impossible to predict the amount or range of potential loss, if any.

In December of 1999, eLinear counter-sued Chris Sweeney in a lawsuit captioned Elinear Corporation v. Chris Sweeney, United States District Court, District of Colorado, Case Number 99-WM-2434. The Complaint sought a determination of the rights of the parties with respect to the termination of Chris Sweeney's employment agreement with Imagenuity. This lawsuit was indefinitely stayed pending resolution of the Florida litigation discussed above.

As of the date of this report, the company has settled the lawsuit brought by its former Chief Financial Officer in September 2000.

Item 2.      Management's Discussion and Analysis or Plan of Operation

Forward-Looking Statements

In addition to historical information, this Quarterly Report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and is thus prospective. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, competitive pressures, changing economic pressures, those discussed in the Section entitled "Management's Discussion and Analysis or Plan of Operation," and other factors, some of which will be outside the control of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect events or circumstances that arise after the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should refer to and carefully review the information in future documents the Company files with the Securities and Exchange Commission.

Overview

During the second quarter 2002, there was a continued deterioration of the business prospects for Internet technology companies including companies of all sizes and geographic locations, especially larger sized companies. Overall business investment declined approximately 30% during 2001. The events of September 11, 2001 brought overall business investment in information technology to a virtual standstill for the remainder of 2001. Only "must have" projects continued on and virtually all "nice to have" projects disappeared. New commitments for consulting services, project management integration services and purchase of new and add-on software have not recovered from the 2000 and 2001 downturns. New commitments continue to be terminated or pushed to the fourth quarter of 2002 or fiscal 2003 for reconsideration. eLinear's sales projections for the second quarter were impacted severely consistent with the internet consulting industry as a whole.

Restructuring Activities

Due to the almost complete inability to forecast sales on a quarter by quarter basis, restructuring of eLinear's staffing and resource allocations are an ongoing operation.

Macro Analysis

The Company continued to operate under its new business model, which was fully employed during the second quarter of 2001. As of June 30, 2002, there were 6 full time employees.

Marketing And Sales

eLinear has no present financial capacity to expand beyond its Denver and Houston area markets.  The Company has cancelled its $1,350 monthly sublease for the Denver office and is currently looking for smaller, less costly space.

As previously, the Company's ability to control and forecast revenues on a quarterly basis is extremely limited because of the volatility of our customers' budgets. Corporate budgets for technology investment have consistently been short term and extremely variable and even more so since September 11, 2001. Client commitments tend to be short  term and very limited and do not usually include total project scope and budget.

The Management Team

The management team now consists of 6 full time employees with their time allocated approximately as follows:

|Technology development and product licensing | 15%  | 
|-------------------------------------------- | ---- | 
|Marketing, sales and business development    | 25%  | 
|Project management                           | 25%  | 
|Technical and strategic consulting           | 25%  | 
|Corporate operations                         | 10%  | 
|                                             | 100% | 

The Company will continue to hire new employees on a project-by-project basis and to contract work that does not usually require client interface. There is a much larger pool of temporary and part time workers available now as compared to calendar year 2001; however, the employment cost of hiring skilled subcontractors has decreased somewhat compared to 2001. The Company makes no assurance that it can always hire subcontractors when they are needed at rates that will be profitable to eLinear.

Risk Factors

eLinear New Business Model dictates internal growth rates based on continued expansion and diversification of its customer base coupled with tight management of its corporate and fixed cost structure. While the Company has been successful in significantly reducing certain overhead costs, there can be no assurance that the Company will be able to continue to expand its client base without additional capitalization. No assurance can be made that the Company will be able to arrange for any interim debt and/or equity financing to support current operations, much less provide for any expansion. The Company is currently seeking additional capital but it can make no assurance that it will be successful or that it will be able to secure such financing on terms and conditions acceptable to the Company. Since the Company is operating with a new business model the likelihood of its continued success should be considered in light of the problems, expenses and delays that are frequently encountered by companies in the middle stages of business transition. Also to be considered is the competition and economic environment in which the Company conducts its business.

The Company relies heavily on its CEO for consulting, marketing and sales and corporate management. In 2001, the Company has adopted an amended stock option plan and granted significant amounts of those options to motivate and retain senior management and key personnel. The Company has no formal employment contracts in existence at this time. The Company has no ability at this time to pay performance bonuses as well as pay fully competitive salaries to senior management.

The loss of two or more major clients would severely impact the Company's growth model. The ongoing organizational restructuring to 6 full time persons should allow the Company to further retrench before re-engaging its growth model. Furthermore the Company is subject to certain litigation and ongoing public company compliance expenses. See "Legal Matters."

The Company was able to arrange for a limited private placement for $74,250 during the first quarter that was executed and funded during the second quarter of 2002 as part of its ongoing re-capitalization efforts. Ongoing efforts to raise equity and/or debt financing are necessary requirements of senior management; however, those efforts subtract from the capability of senior management to increase their marketing and sales efforts. The Company has retained an investment banker to assist the Company in raising additional equity and/or locating a suitable merger partner.  However, there are no assurances that these efforts will be successful.

Results of Operations:

Revenues: Revenue for the six months ended June 30, 2002 decreased $445,070 to $461,718 from $906,788 for the six months ended June 30, 2001. Revenue for the three months ended June 30, 2002 decreased $331,128 to $269,605 from $600,733 for the three months ended June 30, 2001. The decrease in revenue was due to the decreased corporate information technology budgets and significant reductions in the effective billing rates charged to existing and new customers. Additionally, significant time and attention of eLinear senior management was dedicated to fund raising diverting their attention from generating revenue and attracting new customers.

Consulting Contract Expense: Cost of consulting contract revenue for the six months ended June 30, 2002 increased $21,391 to $425,983 from $404,592 for the six months ended June 30, 2001. Cost of consulting contract revenue for the three months ended June 30, 2002 decreased $132,027 to $189,741 from $321,768 for the three months ended June 30, 2001. The increase in expense resulted from maintenance and support cost of prior integration contracts and increased temporary staff to support large-scale integration services.

Operating Expense: Selling, general and administrative expenses for the six months ended June 30, 2002 increased $30,326 to $399,320 from $368,994 for the six months ended June 30, 2001. Selling, general and administrative expenses for the three months ended June 30, 2002 decreased $9,889 to $179,534 from $189,423 for the comparable three months ended June 30, 2001.

Liquidity and Capital Resources:

During the three and six months ended June 30, 2002, the Company generated revenues from two customers that represented 52% and 51% of total revenues, respectively. During the three and six months ended June 30, 2001, the Company generated revenues from two customers that represented 73% and 55% of total revenues, respectively. There can be no assurances that the Company will be able to further diversify its customer base. Revenues and earnings will also fluctuate based on the number and size of projects undertaken at the Company during any period of time.

Cash and cash equivalents as of June 30, 2002 were $26,353, compared to $84,874 as of June 30, 2001.

For the six months ended June 30, 2002, cash used by operations was $206,594. For the six months ended June 30, 2001, cash used by operations was $54,325.

Net cash used in investing activities was $0 and $0 for the six months ended June 30, 2002 and 2001, respectively.

Net cash gained in financing activities was $121,400 and $0 for the six months ended June 30, 2002 and 2001, respectively

The Company cannot expand beyond its current limited level of operations in Denver and Houston without additional capitalization. While the Company has been successful in significantly reducing certain overhead costs this quarter, there can be no assurance that the Company will be able to continue to expand its client base without additional capitalization. The Company was able to arrange for a limited private placement of equity for $74,250 during the first quarter of 2002 that was executed and funded during the second quarter of 2002, as part of its ongoing re-capitalization efforts. No assurance can be made that the Company will be able to arrange for any further interim debt and/or equity financing to support current operations, much less provide for any expansion. The Company is currently seeking additional capital but it can make no assurance that it will be successful or that it will be able to secure such financing on terms and conditions acceptable to the Company.

Part II.     Other Information

Item 1.      Legal Proceedings

From time to time, the Company may become involved in litigation arising in the ordinary course of its business. The Company is not presently subject to any material legal proceedings outside of the ordinary course of business except as set forth below:

1.    On December 16, 1999, eLinear and Imagenuity were served with a complaint captioned Chris Sweeney v. Kinetiks.com, Inc. and Imagenuity, Inc., Circuit Court, Duval County, Florida, Civil Case Number 1999-7252-CA. The Complaint alleged a breach of an alleged oral modification of a written employment agreement between the Plaintiff, Chris Sweeney, and Imagenuity and alleged breaches by eLinear and Imagenuity of fiduciary obligations which the Plaintiff claims were owed to him. Plaintiff is seeking as damages twenty percent of eLinear's common stock received by the sole shareholder of Imagenuity in connection with the merger of Imagenuity with and into the Subsidiary. After the filing of the Complaint, eLinear's subsidiary, Elinear Corporation, was added as a Defendant. Management intends to vigorously contest the case. While the Company believes the case to have no merit, at this stage it is impossible to predict the amount or range of potential loss.

2.    In December of 1999, eLinear counter-sued Chris Sweeney in a lawsuit captioned Elinear Corporation v. Chris Sweeney, United States District Court, District of Colorado, Case Number 99-WM-2434. The Complaint sought a determination of the rights of the parties with respect to the termination of Chris Sweeney's employment agreement with Imagenuity. This lawsuit was indefinitely stayed pending resolution of the Florida litigation discussed above.

3.    In May 2002, the company settled the lawsuit brought by its former Chief Financial Officer in September 2000.

Item 2.     Changes in Securities

The Company has granted options under its Stock Option Plan consisting of 330,000 incentive stock options and 492,000 non-qualified stock options, which options were granted to various key employees and directors. The options vest over a period up to four years and expire ten years from the date of grant. The exercise price of the options granted is between $1.20 and $2.95 per share, which exercise prices were equal to the fair market value of the Company's common stock on the date of grant. Securities issuable pursuant to the exercise of the options have been registered by the Company on a Registration Statement on Form S-8.

Item 4.     Submission of Matters to a Vote of Security Holders

On July 12, 2002 at the annual shareholder's meeting the following matters were approved by the shareholders:

(a)     Election of Jon V. Ludwig and J. Leonard Ivins as Directors.

(b)     Ratification of Aidman, Piser & Company, P.A. as the Company's independent auditors until the conclusion of the 2003 annual meeting.

(c)      Amendment of our Certificate of Incorporation to increase the authorized shares of Common Stock from 3,750,000 shares to 100,000,000 shares and to increase the authorized shares of Preferred Stock from 25,000 shares to 10,000,000 shares.  Voting was as follows:  For  628, 565;   Against  47,798;   Abstain  820;   Not Voted  245,300.

Item 5.      Issuance of Form 8-K

On July 26th the Company issued an 8-K announcing the resignation of Aidman Piser & Company, eLinear's independent auditor and accounting firm, and the appointment of Gerald Hendricks & Company of Denver, Colorado as the Company independent auditor and accounting firm.  Gerald Hendricks & Company had previously served as the Company's independent auditor and accounting firm until April 2000 when the Company headquarters moved to Tampa, Florida.  The Company closed its Florida office in 2001.  The Company currently maintains a headquarter office in Denver.

Item 6.     Exhibits and Reports on Form 8-K

(a)     Exhibits:

None.

(b)     Reports on Form 8-K:

Change in Company's independent auditor and accounting firm.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                       | eLinear, Inc.                                                                                             |  | 
|---------------------- | --------------------------------------------------------------------------------------------------------- |  | 
|Date:  August 19, 2002 | By: /s/ Jon V. Ludwig    Jon V. Ludwig, President, Chief
    Executive Officer, and Chairman of the Board |  |