SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A
                                (Amendment No. 1)


 X    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---   ACT OF 1934

      For the Fiscal Year Ended March 31, 2002
                                --------------

___   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the transition period from          to
                                     --------    ---------

                          Commission File No.: 0-13992

                               CYBER DIGITAL, INC.
                               -------------------
                 (Name of small business issuer in its charter)

              New York                                        11-2644640
   -------------------------------                       ---------------------
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)


400 Oser Avenue, Hauppauge, New York                            11788
-------------------------------------                         ----------
(Address of principal executive offices)                      (Zip Code)

Issuer's telephone number: (516) 231-1200

Securities registered under Section 12(b) of the Exchange Act:

                                                Name of Each Exchange
Title of Classes                                on Which Registered
----------------                                ---------------------

Common Stock, $.01 par value                    N/A


Securities registered under Section 12(g) of the Exchange Act: NONE

<PAGE>

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
         ---        ---

      Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this Form 10-KSB, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year:  $0

      As of June 28, 2002, Registrant had 21,171,794 shares of Common Stock
outstanding ($.01 par value). On that Date, the aggregate market value of the
Common Stock held by persons other than those who may be deemed affiliates of
Registrant was $10,241,250 (based on the last sale price reported on Nasdaq's
over-the-counter market on such date).

      Transitional Small Business Disclosure Format (check one):

      Yes         No X
         ----       ---


<PAGE>

                                EXPLANATORY NOTE

      This Amendment No. 1 to Cyber Digital, Inc.'s Annual Report on Form
10-KSB for the year ended March 31, 2002 is being filed in order to:

(1) Amend the financial statements as previously filed on Form 10-KSB, pages F-1
to F-16, to include the following "Note 13 - Previously Issued Audit Report"
after "Note 12 - Foreign Operations":

            Note 13 - Previously Issued Audit Report
            The original audit report dated June 21, 2002, contained a scope
            restriction due to the fact that our auditors were unable to perform
            certain audit procedures related to the valuation of inventory.
            Subsequent to the original issue of the report, the Company was able
            to supply audit documentation which enabled the auditor's to satisfy
            themselves as to the valuation of inventory. Total assets,
            liabilities, shareholders' deficit and net loss at, and for the year
            ended March 31, 2002 remain unchanged from the originally issued
            report.

(2) Amend the Independent Auditors' Report as found on page F-1 of the
previously filed Form 10-KSB. The Independent Auditor's Report is hereby
replaced in its entirety with the following Report:

<PAGE>

A L B R E C H T, V I G G I A N O, Z U R E C K
          & C O M P A N Y, P. C.
                                                   CERTIFIED PUBLIC ACCOUNTANTS
                                                               25 SUFFOLK COURT
                                                           HAUPPAUGE, NY  11788
                                                                 (631) 434-9500



                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Shareholders
Cyber Digital, Inc.
Hauppauge, New York


We have audited the accompanying balance sheets of Cyber Digital, Inc. (a New
York Corporation) as of March 31, 2002 and 2001 and the related statements of
operations, shareholders' equity (deficit), and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

            We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

            In our opinion, the financial statements referred in the first
paragraph present fairly, in all material respects, the financial position of
Cyber Digital, Inc. as of March 31, 2002 and 2001 and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.


Albrecht, Viggiano, Zureck and Company, P.C.


Hauppauge, New York
June 21, 2002, (except for Note 13,
as to which the date is August 14, 2002)

<PAGE>

                                   SIGNATURES


      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:  October 16, 2002

                                          CYBER DIGITAL, INC.


                                          By: /s/ J.C. Chatpar
                                             -------------------------------
                                             J.C. Chatpar
                                             Chairman of the Board, President
                                             and Chief Executive Officer


      In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the dates indicated.

Signature                   Title                               Date
---------                   -----                               ----

/s/ J.C. Chatpar            Chairman of the Board, President    October 16, 2002
---------------------       and Chief Executive Officer
    J.C. Chatpar            (Principal Executive and
                            Financial Officer)

/s/ Dale Johnson            Controller and Treasurer            October 16, 2002
---------------------       (Principal Accounting Officer)
    Dale Johnson

                             Director                           October __, 2002
---------------------
    Jack P. Dorfman

/s/ Jatinder Wadhwa          Director                           October 16, 2002
---------------------
    Jatinder Wadhwa

/s/ Terry Jones              Director                           October 16, 2002
---------------------
    Terry Jones

                             Director                           October __, 2002
---------------------
     Andrew Van Etten