<PAGE>

   As Filed with the Securities and Exchange Commission on September 19, 2002
 ==============================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 2

                                   (Mark One)

                [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       FOR THE PERIOD ENDED JUNE 30, 2002

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT

          FOR THE TRANSITION PERIOD FROM ____________ TO _____________

                         COMMISSION FILE NUMBER: 0-20870

                             -----------------------

                     SECURITY ASSOCIATES INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)

          DELAWARE                                      87-0467198
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

                  2101 SOUTH ARLINGTON HEIGHTS ROAD, SUITE 150
                        ARLINGTON HEIGHTS, IL 60005-4142
                    (Address of principal executive offices)

                                 (847) 956-8650
                           (Issuer's Telephone Number)

     Check whether the Registrant: (1) 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 such 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 August 13, 2002 the Registrant had outstanding 9,161,684 shares of
its $.001 par value common stock.


================================================================================
                                       1
<PAGE>
                    Security Associates International, Inc.

                     For the Six Months ended June 30, 2002



                                     INDEX


Part I - FINANCIAL INFORMATION                                              PAGE
                                                                            ----

Item 1.    Consolidated Financial Statements..................................3

           General............................................................3

           Consolidated Balance Sheets as of June 30, 2002
           and December 31, 2001..............................................3

           Consolidated Statements of Operations for the three months and the
           six months ended June 30, 2002 and 2001............................4

           Consolidated Statements of Cash Flows for the six months
           ended June 30, 2002 and 2001.......................................5

           Notes to Unaudited Consolidated Financial Statements...............6


Part II - OTHER INFORMATION

Item 5.    Other Information..................................................9

Item 6.    Exhibits and Reports on Form 8-K...................................9


SIGNATURES & CERTIFICATION...................................................10



                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS.

         GENERAL. We hereby amend our Quarterly Report on Form 10-QSB for the
fiscal quarter ended June 30, 2002 to provide notification that our Quarterly
Report on Form 10-QSB, which was filed with the SEC on August 14, 2002, includes
financial statements that have now been reviewed in accordance with Item 310(b)
of Regulation S-B by our new auditors, McGladrey & Pullen, LLP ("McGladrey").
McGladrey's manually signed review report, which is attached hereto as Exhibit
99.1, states that they are not aware of any material modifications that should
be made to the accompanying Consolidated Financial Statements at June 30, 2002,
and for the three and six month periods then ended, for them to be in conformity
with accounting principles generally accepted in the United States of America.

         Our former auditor, Arthur Andersen LLP, ceased work on our financial
statements without warning at the end of July 2002. We had expected review of
our financial statements to be completed by Arthur Andersen LLP and did not have
enough time to retain new accountants who would perform a review of our
financial statements prior to the filing deadline for the Form 10-QSB. On August
23, 2002, we amended our 10-QSB to disclose that the included financial
statements had not been reviewed in accordance with Item 310(b) of Regulation
S-B.

                     SECURITY ASSOCIATES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              (UNAUDITED)
    ASSETS                                                   JUNE 30, 2002    DECEMBER 31, 2001
<S>                                                          <C>              <C>
    CURRENT ASSETS:
    Cash                                                      $    272,895      $  5,459,055
    Restricted cash                                                405,000           355,000
    Accounts receivable, net                                     2,423,556         2,254,491
    Other current assets                                           415,191           356,539
                                                              ------------------------------
               Total current assets                              3,516,642         8,425,085
                                                              ------------------------------

    FIXED ASSETS, net                                            4,300,655         4,557,801

    Goodwill, net                                               20,717,698        20,717,698
    Other long-term assets, net                                    500,000           500,000
                                                              ------------------------------
               Total other long-term assets                     21,217,698        21,217,698

                                                              ------------------------------
               TOTAL ASSETS                                   $ 29,034,995      $ 34,200,584
                                                              ==============================


    LIABILITIES AND STOCKHOLDERS' EQUITY

    CURRENT LIABILITIES:
    Accounts payable                                          $  1,026,602      $  1,139,179
    Amounts due under settlement agreement                       2,500,000               -
    Current maturities of long -term debt                        2,437,265         3,604,231
    Accrued interest                                               210,758           788,602
    Accrued expenses                                             3,930,883         3,735,528
    Unearned revenue                                               209,207           199,443
                                                              ------------------------------
               Total current liabilities                        10,314,715         9,466,983
                                                              ------------------------------

    LONG-TERM LIABILITIES:
    Long-term debt, net of current maturities                   18,866,748        20,242,710
    Other long-term liabilities                                    224,276           353,281
                                                              ------------------------------
               Total long-term liabilities                      19,091,024        20,595,991
                                                              ------------------------------
               Total liabilities                                29,405,739        30,062,974
                                                              ------------------------------

    COMMITMENTS AND CONTINGENCIES                                      -                 -

    STOCKHOLDERS' EQUITY:
    Series A convertible preferred stock, $10 par value;
    149,786 shares authorized, 149,459 shares outstanding
    on June 30, 2002 and December 31, 2001                       1,494,590         1,494,590
    Series B convertible preferred stock, $10 par value,
    20,000 shares authorized; 20,000 shares outstanding
    on June 30, 2002 and  December 31, 2001                        200,000           200,000
    Common stock, $.001 par value; 50,000,000 shares
    authorized; 9,161,684 shares outstanding on
    June 30, 2002 and December 31, 2001                              9,162             9,162
    Warrants, net                                                3,711,137         3,711,137
    Additional paid-in capital                                  41,968,436        41,892,013
    Note receivable from issuance of common stock                 (840,000)         (900,000)
    Accumulated deficit                                        (46,914,069)      (42,269,292)
                                                              ------------------------------
               Total stockholders' equity                         (370,744)        4,137,610

                                                              ------------------------------
               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 29,034,995      $ 34,200,584
                                                              ==============================
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       3
<PAGE>

                     SECURITY ASSOCIATES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                      (UNAUDITED)          (UNAUDITED)          (UNAUDITED)          (UNAUDITED)
                                                  THREE MONTHS ENDED   THREE MONTHS ENDED    SIX MONTHS ENDED     SIX MONTHS ENDED
                                                     JUNE 30, 2002        JUNE 30, 2001        JUNE 30, 2002        JUNE 30, 2001

<S>                                               <C>                  <C>                   <C>                  <C>
Net revenue                                          $  4,756,050         $  5,220,253         $  9,836,266         $ 10,600,446
Operating unit expense                                  3,439,243            4,105,823            7,556,421            8,236,582
                                                     ---------------------------------------------------------------------------
    Operating unit margin                               1,316,807            1,114,430            2,279,845            2,363,864
                                                     ---------------------------------------------------------------------------

Amortization and depreciation                             298,451            1,045,068              620,769            2,118,801
General and administrative                              2,530,897            1,082,859            3,602,867            1,883,977
Sales and marketing                                       353,937              534,469              631,412            1,054,073
Acquisition and other related expenses                        -              1,022,290                  -              1,022,290
Restructuring expenses                                        -                    -                536,597                  -
                                                     ---------------------------------------------------------------------------
    Total expenses                                      3,183,285            3,684,686            5,391,645            6,079,141
                                                     ---------------------------------------------------------------------------
    Loss from operations                               (1,866,478)          (2,570,256)          (3,111,800)          (3,715,277)
Interest expense, net                                    (722,877)            (771,844)          (1,532,977)          (1,868,798)
                                                     ---------------------------------------------------------------------------
   Loss before taxes                                   (2,589,355)          (3,342,100)          (4,644,777)          (5,584,075)
Provision for income taxes                                    -                    -                    -                    -
                                                     ---------------------------------------------------------------------------
   Net loss available to common stockholders         $ (2,589,355)        $ (3,342,100)        $ (4,644,777)        $ (5,584,075)
                                                     ===========================================================================
Net loss per share                                         ($0.28)              ($0.43)              ($0.51)              ($0.72)
                                                     ===========================================================================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                               9,161,684            7,754,079            9,161,684            7,754,079
                                                     ===========================================================================
</TABLE>



        The accompanying notes are an integral part of these statements.



                                       4
<PAGE>

                     SECURITY ASSOCIATES INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                     (UNAUDITED)       (UNAUDITED)
                                                                                     SIX MONTHS        SIX MONTHS
                                                                                        ENDED             ENDED
                                                                                    JUNE 30, 2002     JUNE 30, 2001
<S>                                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
            Net loss                                                                $ (4,644,777)     $ (5,584,075)
Adjustments to reconcile net loss to net cash used
            for operating activities-
                Amortization and depreciation                                            620,769         2,118,801
                Original issue discount amortization                                     231,000           181,433
                Net issuance of common stock for dealers and employees                       -              22,770
                Impairment of fixed assets                                               536,597               -
                Amortization of warrants and stock issued under dealer stock
                      incentive plan                                                      76,423           123,008
                Write-off of acquisition expenses                                            -           1,022,290
                Changes in assets and liabilities-
                   Accounts receivables, net                                            (169,065)          221,920
                   Other current assets                                                  (58,652)         (259,793)
                   Accounts payable                                                     (112,577)       (1,288,178)
                   Accrued expenses, net of reclass due to settlement agreement          242,135           (96,918)
                   Accrued interest, net of reclass due to settlement agreement           75,376           287,768
                   Other long-term liabilities                                          (129,005)              -
                   Unearned revenue                                                        9,764           (31,313)
                                                                                    ------------------------------
                   Net cash used for operating activities                             (3,322,012)       (3,282,287)

CASH FLOWS FROM INVESTING ACTIVITIES:
            Purchase of fixed assets                                                    (900,220)         (656,917)
            Note receivable KC Acquisition Corp.                                             -            (667,504)
            Advance to KC Acquisition Corp.                                                  -            (500,000)
                                                                                    ------------------------------
                   Net cash used for investing activities                               (900,220)       (1,824,421)

CASH FLOWS FROM FINANCING ACTIVITIES:
            Proceeds from issuance of capital stock                                       60,000
            Write-off of FINOVA financing expenses                                           -             456,257
            Debt issuance deposit                                                            -            (500,000)
            Original issue discount paid                                                     -          (2,122,800)
            Payment of debt                                                             (973,928)      (16,583,080)
            Amounts due under settlement agreement                                     2,500,000               -
            Reclassification of debt due in SAFE settlement agreement                 (1,800,000)              -
            Reclassification of accrued interest & other expenses under
                      settlement agreement                                              (700,000)              -
            Proceeds from debt                                                               -          24,652,800
                                                                                    ------------------------------
                   Net cash (used for) provided by financing activities                 (913,928)        5,903,177

(DECREASE) INCREASE IN CASH                                                           (5,136,160)          796,469
CASH AND RESTRICTED CASH,  Beginning of Period                                         5,814,055            53,115
                                                                                    ------------------------------

CASH AND RESTRICTED CASH, End of Period                                             $    677,895      $    849,584
                                                                                    ==============================
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

                     SECURITY ASSOCIATES INTERNATIONAL, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002

NOTE 1.  BASIS OF PRESENTATION

         The accompanying financial statements have been prepared by Security
Associates International, Inc. (SAI) without an audit, in accordance with
generally accepted accounting principles for interim financial information and
in compliance with the rules and regulations of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. When SAI submitted the financial
statements included in SAI's Form 10-KSB filed on April 16, 2002, SAI had
suffered recurring losses from operations and had a net working capital
deficiency that raises substantial doubt about its ability to continue as a
going concern.

         The results of operations for the six-month period ended June 30, 2002
are not necessarily indicative of the results that may be expected for the full
year. These financial statements should be read in conjunction with SAI's
financial statements and related notes in SAI's 2001 Annual Report on Form
10-KSB filed with the Securities and Exchange Commission.

         SAI's loss from operations for the six months ended June 30, 2002
decreased to $3,111,800 from $3,715,277 for the six months ended June 30, 2001.
The loss from operations for the six months ended includes a charge of $536,597
that relates to additional fixed assets identified in 2002 relating to the
restructuring plan announced in 2001 as well as a charge of $1,801,508 relating
to an incentive compensation program for certain executives and consultants. See
"Management's Discussion and Analysis or Plan of Operation - Liquidity and
Capital Resources." As a result of this loss from operations, net cash used in
operating activities for the six months ended June 30, 2002 totaled $3,322,012.
SAI currently anticipates that it will continue to use cash in its operating
activities, however at a reduced rate.

         During the third quarter of 2001, management commenced a strategic
review of SAI's business operations and its corporate organizational structure
with a view to developing a business strategy that would place SAI in a stronger
position to deal with the changing business environment and challenges facing
SAI's core operations. The objectives of the review were to set out a plan to
realign the entire structure of the business operations in order to create a
more profitable, efficient organization with significantly improved marketing,
selling and servicing capabilities supported by upgraded management information
systems. The initial effects of the consolidation were realized in the three
months ended June 30, 2002. Operating unit margins for the three months ended
June 30, 2002 improved when compared to the same period of 2001 by $202,377.

                                       6
<PAGE>

         SAI currently anticipates that the Company will use approximately
$8,000,000 in cash during 2002, which includes approximately $2,266,000 in
principal repayments, capital expenditures of approximately $1,000,000, payments
relating to restructuring, severance and other related items range between
$1,400,000 and $1,500,000, and incentive compensation payments of approximately
$900,000. In addition, the aforementioned $8,000,000, includes SAFE settlement
payments of approximately $1,000,000 in cash and the remainder of the settlement
of approximately $700,000 will be satisfied by applying amounts due from SAFE
for past and future services. During the six months ended June 30, 2002, SAI
used approximately $2,748,000 in cash, relating to these items. Principal
payments amounted to approximately $974,000, capital expenditures amounted to
approximately $900,000 and restructuring, severance and other related items,
amounted to approximately $874,000.

         Cash used in investing activities for the six months ended June 30,
2002 amounted to $900,220. The cash was used to purchase fixed assets
principally related to SAI's ongoing central station upgrades and the new "web"
application that gives our dealers access to mission critical information on
their respective customers (subscribers).

         Cash used by financing activities for principal repayments on the
McGinn, Smith Acceptance Corp ("McGinn") financing agreement amounted to
$973,928 during the six months ended June 30, 2002. See "Management's Discussion
and Analysis or Plan of Operation - Liquidity and Capital Resources."


NOTE 2.  RESTRICTED CASH

         Restricted cash at June 30, 2002 totaled $405,000, which represents the
principal and accrued interest due on the notes payable to McGinn at June 30,
2002. This amount was paid to McGinn on July 1, 2002. McGinn controls SAI's
lockbox and one cash account. The McGinn agreement calls for cash receipts,
beginning with the first business day of each month, to be set aside as unusable
funds. Once the cash balance in the account reaches 125% of the next month's
principal and interest payment due on the debt, SAI can use any amount that
exceeds the monthly cash requirement for general corporate purposes.

NOTE 3.  STATEMENTS OF CASH FLOWS

         The supplemental schedule of non-cash activities for the six months
ended June 30, 2002 and 2001, includes the following:

                                                        2002           2001
                                                        ----           ----

Supplemental schedule of cash flow information
    Cash paid during the period for interest         $1,296,074     $1,018,485


NOTE 4.  EARNINGS PER SHARE

         Basic earnings per share are calculated using the weighted average
number of shares outstanding during each period. Stock options, warrants and
convertible preferred stock have not been included in the calculation of net
loss per share as their effect would be antidilutive.


                                       7
<PAGE>

NOTE 5.  STOCK AND OPTIONS ISSUED

         During the three months ended June 30, 2002, SAI issued no shares of
common stock or stock options.

NOTE 6.  RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, The Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "Business Combinations". SFAS No. 141 supercedes prior guidance
and requires that all business combinations in the scope of this statement be
accounted for using the purchase method. The provisions of this statement apply
to all business combinations initiated after June 30, 2001, as well as business
combinations accounted for using the purchase method for which the date of
acquisition is July 1, 2001, or later. SAI adopted this statement as required on
July 1, 2001, and it did not have a material affect on the financial statements.

         In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 142 supercedes prior guidance and requires that
goodwill no longer be amortized to earnings, but instead be annually reviewed
for impairment. The impairment test under SFAS No. 142 is based upon a two-step
process involving: (i) comparing the estimated fair value of the related
reporting unit to its net book value, and (ii) comparing the estimated implied
fair value of goodwill to its carrying value. SAI has elected to adopt SFAS No.
142 in the first quarter of 2002. Accordingly, SAI did not record amortization
expense in 2002 based upon the amount of goodwill at December 31, 2001.

         Certain acquired intangible assets will not be reclassified and are
accounted for apart from goodwill upon transition to SFAS No. 142. FASB Staff
Announcement Topic No. D-100 states that the transition provisions do not allow
entities to "carve-out" from goodwill any intangible assets not identified and
measured at fair value in the initial rendering of a business combination and
subsequently accounted for separately from goodwill. SAI recognized its
relationships with its dealers, evidenced by dealer service agreements, and
goodwill as a single asset labeled "Goodwill". SAI has amortized the combined
assets over their useful lives ranging from three to fifteen years. According to
SFAS No. 142, a goodwill impairment loss is measured as the excess of the
carrying amount of goodwill (which includes the carrying value of the acquired
intangible assets) over the implied fair value of goodwill (which excludes the
fair value of the acquired intangible assets.) Thus, a future measured goodwill
impairment loss may be substantially larger than it would have been had the
acquired intangible assets been initially recognized apart from goodwill.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of Disposal of Long Lived Assets". Consistent with prior guidance,
SFAS No. 144 continues to require a three-step approach for recognizing and
measuring the impairment of assets to be held and used. Assets to be sold must
be stated at the lower of the assets carrying amount or fair value and
depreciation is no longer recognized. SFAS No. 144 is effective for fiscal years
beginning after December 15, 2001. The adoption of SFAS No. 144 is not expected
to have a material impact on SAI's financial position or results of operations.


                                       8
<PAGE>

NOTE 7.  ACCOUNTING CHANGE

         SAI elected to adopt SFAS No. 142, "Goodwill and Other Intangible
Assets" in the first quarter of 2002. Accordingly, SAI will not record
amortization expense in fiscal 2002 based on the level of goodwill as of
December 31, 2001.

         A reconciliation of net loss and earnings per share, adjusted to
exclude amortization expense, net of tax, for the period prior to adoption and
the cumulative effect of the accounting change recognized in the current period,
is as follows:

<TABLE>
<CAPTION>
                              Three Months Ended                  Six Months Ended
                         -----------------------------     -----------------------------
                           June 30,         June 30,         June 30,         June 30,
                             2002             2001             2002             2001
                         ------------     ------------     ------------     ------------
<S>                      <C>              <C>              <C>              <C>
Net loss as reported     $(2,589,355)     $(3,342,100)     $(4,644,777)     $(5,584,075)
Amortization                   -              655,718            -            1,364,902
                         --------------------------------------------------------------
Adjusted net loss        $(2,589,355)     $(2,686,382)     $(4,644,777)     $(4,219,173)
                         ==============================================================
</TABLE>



<TABLE>
<CAPTION>
                                       Three Months Ended           Six Months Ended
                                     ----------------------      ----------------------
                                     June 30,      June 30,      June 30,      June 30,
                                       2002          2001          2002          2001
                                     --------      --------      --------      --------
<S>                                  <C>           <C>           <C>           <C>
Net loss per share as reported        $(0.28)       $(0.43)       $(0.51)       $(0.72)
Amortization                            -              .08          -              .18
                                     --------------------------------------------------
Adjusted net loss per share           $(0.28)       $(0.35)       $(0.51)       $(0.54)
                                     ==================================================
</TABLE>


NOTE 8. SUBSEQUENT EVENT

         In August, 2002, we entered into a three-year agreement with AT&T Corp.
to purchase voice and data services. The terms of the agreement require us to
purchase a minimum of $2.4 million in services each year for the next
three years. We are obligated to pay to AT&T Corp. 50% of any shortfall from the
minimum in any given year. If we terminate the agreement prior to the end of the
three-year term, we may be liable for 50% of the unsatisfied purchase
commitment.


                                     PART II
                                OTHER INFORMATION

ITEM 5.  OTHER INFORMATION.

         We have been notified by AMEX that we are not currently in compliance
with their continuing listing requirements, including our current stock price
and total stockholders' equity. We are working with AMEX to maintain our
listing. Although management does not believe that delisting is imminent, such
an event could adversely affect our stock price and the liquidity of our stock.

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

         (a) Exhibits

         EXHIBIT
         NUMBER            DESCRIPTION
         --------          ------------

         10.1              AT&T Contract
         10.2              Consulting Agreement between the Company and TJS
                           Corporation effective as of January 1, 2002
         23.1              Consent of McGladrey & Pullen, LLP
         99.1              Report of McGladrey & Pullen, LLP

         (b) Reports on Form 8-K

         None.

                                       9
<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      SECURITY ASSOCIATES INTERNATIONAL, INC.



                                      By: /s/ Raymond A. Gross
                                          --------------------------
September 20, 2002                        Raymond A. Gross, President,
                                          Chief Executive Officer and Principal
                                          Financial Officer

                            SECTION 302 CERTIFICATION

I, Raymond A. Gross, certify that:

     1.  I have reviewed this quarterly report on Form 10-QSB, as amended,
         of Security Associates International, Inc.;

     2.  Based on my knowledge, this quarterly report, as amended, 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; and

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, as amended, fairly
         presents 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.


                                      By: /s/ Raymond A. Gross
                                          --------------------------
     September 20, 2002                   Raymond A. Gross, President,
                                          Chief Executive Officer and Principal
                                          Financial Officer


                                       10
<PAGE>



                                INDEX TO EXHIBITS


       EXHIBIT
       NUMBER              DESCRIPTION
       -------             -----------

         10.1              AT&T Contract
         10.2              Consulting Agreement between the Company and TJS
                           Corporation effective as of January 1, 2002
         23.1              Consent of McGladrey & Pullen, LLP
         99.1              Report of McGladrey & Pullen, LLP

                                       11