EXHIBIT 99.2

        Certification by the Audit Committee of OnLine Power Supply Inc.
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                  To the Board of Directors of the Corporation
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     The Board of Directors formed an Audit Committee and adopted a committee
charter at its meeting on June 16, 2000; a copy of the Charter governing the
purpose, structure and operations of the committee is included for your
information.

     The audit committee consists of three members; the Chief Executive Officer
of the Company and two outside and independent directors. The committee reviewed
the annual audit and report for 2001 prior to its issuance and prior to its
inclusion in the 10-KSB filed with the SEC. In addition, the committee has met
several times with senior management to discuss, understand and oversee the
fiscal matters of the corporation.

     The Committee has discussed various accounting matters with the independent
accounting firm who conducted the 2001 audit and did a review of the 2001
quarterly reports. The committee thereby recommends to the Board of Directors
that the present auditing firm is qualified to continue to do the audit work and
that they be selected to perform the annual audit for the year ended December
31, 2002. A letter from the audit firm confirms that they believe they are
independent as to OnLine Power Supply Inc. in regards the definition of
independence of the Securities Act and Securities and Exchange Commission.

     The members of the committee hereby certify that:

     1) they have met numerous times with management and the outside audit firm
        to discuss the financial statement reporting process, the internal
        accounting control systems and the quality and independence of the audit
        work.

     2) they have reviewed the company's annual audited financial statement for
        2001 and recommend that the report be included in the proxy statement to
        be mailed to the shareholders of record for the annual meeting in July,
        2002.

     3) they recommend to the Board of Directors that the present auditing firm
        be retained as outside accountants to review the quarterly financial
        statements, perform the annual audit for the year 2002 and have their
        consent included on the resulting financial statements and reports that
        are or will be filed with the SEC and furnished to the shareholders for
        the upcoming year.


          /s/ Ron Mathewson                          /s/ Glenn M.  Grunewald
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     Ron Mathewson, independent member          Glenn M.  Grunewald, member

         /s/ Gary Fairhead
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     Gary Fairhead, independent member