SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              REPORT ON FORM 10-KSB

          [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                                             -----------------


                           COMMISSION FILE NO. 0-21931

                                 AMPLIDYNE, INC.
              ----------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                        22-3440510
-------------------------------                 ------------------------------
(STATE OF OR OTHER JURISDICTION                (IRS EMPLOYER IDENTIFICATION NO.)
OF  INCORPORATION  OR  ORGANIZATION)

     59  LAGRANGE  STREET
     RARITAN,  NEW  JERSEY                                   08869
     ---------------------                                  --------
     (ADDRESS  OF  PRINCIPAL                              (ZIP  CODE)
     EXECUTIVE  OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (908) 253-6870

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE.
                                                             -----
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                    COMMON STOCK, PAR VALUE $.0001 PER SHARE
                    ----------------------------------------
                                (TITLE OF CLASS)

     Indicate  by  check  mark  whether the Registrant (1) has filed all reports
required  to be filed by Sections 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
                                                     ---     ---

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405  of the Regulation S-B is not contained in this form, 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.  [X]

     Issuer's  revenues  for  its  most  recent  fiscal  year  were  $2,205,429.

     The  aggregate  market  value of the voting stock held by non-affiliates of
the  Registrant,  computed by reference to the closing price of such stock as of
March  31,  2002,  was  approximately  $7,440,569.

     Number  of shares outstanding of the issuer's common stock, as of March 31,
2002  was  9,668,341.

     Documents  Incorporated  by  Reference:  None
<PAGE>
                                     PART I
                                     ------
ITEM  1.   BUSINESS
           --------

GENERAL

AMPLIFIER  PRODUCTS

     Amplidyne,  Inc.,  a  Delaware  corporation  ("Amplidyne" or the "Company")
designs,  manufactures  and  sells  ultra  linear  power  amplifiers and related
subsystems  to  the  worldwide  wireless,  local  loop  and  satellite  uplink
telecommunications market.  These power amplifiers, which are a key component in
cellular  base  stations,  increase  the  power  of  radio  frequency ("RF") and
microwave  signals  with  low  distortion,  enabling  the  user to significantly
increase  the  quality  and  quantity  of  calls  processed  by new and existing
cellular  base  stations.  The  Company's  wireless  telecommunications products
consist  of  solid-state,  RF  and  microwave,  single  and  multi-carrier power
amplifiers  that  support  a  broad  range  of  analog  and digital transmission
protocols  including  advanced  mobile  phone  services  ("AMPS"), code division
multiple  access  ("CDMA"), time division multiple access ("TDMA"), total access
communication  systems  ("TACS"),  extended  total  access communication systems
("ETACS"),  nordic  mobile  telephone  ("NMT"),  global  system  for  mobile
communications  ("GSM"),  digital communication service at 1800 MHz ("DCS-1800")
and  wideband  code  division multiple access 3G communications ("W-CDMA").  The
products  are  marketed  to  the  cellular,  wireless  local  loop  and personal
communication  systems  ("PCS")  segments  of  the  wireless  telecommunications
industry.

     In  the year 2001, the Company developed new amplifier products for the IMT
2000  standard for deployment of the 3G (Third Generation) system worldwide. The
Company  has  also  developed  amplifier  products  for the 3.5 GHZ digital data
transmission  systems  that  are presently being deployed by some major OEM's in
North America. The Company also developed new amplifier products such as the ALC
amplifier  for  its  high-speed wireless Internet products.  The Company has had
its  test  site  in Sparta New Jersey under continuous operation for more than 2
years.  The  Company  has been able to get reliable and successful service under
various  and  severe  weather  including  rain  and  snow.

     Amplidyne  has  several  products  covered by a patent issued by the United
States  Patent  and  Trademark  Office  for  Pre-Distortion  and  Pre-Distortion
Linearization  which,  the  Company  believes,  is  more  effective  in reducing
distortion  than  other  currently  available  technologies.  In  addition  to
Company's  product  line  of single channel power amplifiers which are currently
utilized  by  the  wireless  communications industry, the Company also develops,
designs  and  manufactures  Multi-carrier  Linear  Power  Amplifiers ("MCLPAs").
MCLPAs  combine  the  performance capabilities of many single carrier amplifiers
into  one  unit, eliminating the need for numerous single carrier amplifiers and
the  corresponding unnecessary space occupied by the cavity filters encasing the
amplifiers.  Management believes that with its (i) proprietary technology (which
effectively  reduces  distortion),  (ii)  technological  expertise  and  (iii)
established  product  line  consisting  of  ultra  linear  single  channel power


                                      -2-
<PAGE>
amplifiers,  the  Company  can achieve similar performance with its MCLPAs.  The
Company's  linear  power  amplifiers  and MCLPAs utilizes the Company's patented
predistortion  and  proprietary  feed  forward  technology  which amplifies many
channels  with  minimal  distortion  at  the  same  time  with  one  product.

HIGH  SPEED  WIRELESS  INTERNET  PRODUCTS

     In  September  1999  the  Company  announced  its  entry  into the emerging
wireless  Internet  access  market  with  new products in the ISM license exempt
operating  band  (2.4 to 2.4835 GHz). The line of spread spectrum radio products
has  been  expanded  to  provide  complete  solutions,  with designs for indoor,
outdoor  and hybrid indoor/outdoor network coverage including point-to-point and
point-to-multi-point  configurations.

     These  products  include  ISP  Base  Stations,  PCMCIA radio cards, modular
customer  premise equipment (CPE), micro-cells, client base station, amplifiers,
and  other  network  components  to  provide  a turn-key network solution. These
products  are  IEEE  802.11 compliant and provide high-speed internet access and
private network access from any point in the network. The Company's capabilities
include  engineering  design  to  provide  coverage  over  a wide area. Wireless
network  elements  therefore  provide users access from anywhere in the wireless
network.  Management believes that this type of design delivers high performance
and  lower  operating  and  maintenance  costs, compared to a conventional wired
network.  An  additional value added to a network utility is full roaming access
for  portable  devices  anywhere  in  the network. The Company installed its own
wireless  network  in  the  fourth  quarter  of  1999  to  provide  a  customer
demonstration  system,  which  has  proven  to  be  successful.

     The  Company  designs  outdoor  solutions  specifically targeted to the ISP
market  which  consist  of  point-to-point  backbones  for  the  networks  and
point-to-multi-point  access  to  wireless  clients.  ISP's  can  order complete
turn-key  systems  for  various  applications  or  components  for expansion and
concentration  of  existing  networks.  In 2001, Amplidyne offered its "ISP in a
Box"  complete  network  start-up  kit  for  deployment  to  ISPs.

     The  Company  also expanded its LAN products to include a new access point,
gateway  and  high  power  PCMCIA  radio  card  to  support  its  indoor  market
development  and  penetration  into  Multi-Dwelling  Units  ("MDUs"). The use of
discreet  antennas and intelligent amplifiers has proved especially effective in
providing  ubiquitous  coverage  in tall buildings, large atriums, and sprawling
campus  applications.  The SOHO package was also designed in 2001 to quickly and
easily  implement  simple  home  and  small office networks without professional
installation  or  maintenance.

     The  Company  opened  the  Hospitality  market  for its highs-peed Internet
access  products in 2001 with the inauguration of service in the Ritz Carlton in
Jamaica. The breadth of Amplidyne's network elements provides a unique advantage
when  designing hybrid indoor/outdoor wireless networks for complete coverage of
hotel  rooms,  indoor  common  spaces  and outdoor recreation spaces. Making all
spaces  in  a  hotel  complex  accessible  for  a  full  range  of  access  and


                                      -3-
<PAGE>

IT  services  creates  new  and  enhanced  revenue  opportunities for operators.
Amplidyne  acquired certain access to hotels in January 2002 that may accelerate
its  penetration  into  the  hospitality  market  in  2002.

     In  2001 the Company began development of two new products for the wireless
security  and  surveillance market. The first was a wireless camera that has its
own  power,  completely wireless and disaster resistant for access, recording an
analysis  of  video  and  audio communications anywhere in the wireless network.
This  camera product is compliant with the 802.11b and IEEE standards to work in
any  802.11b  compliant  network. The second is a wearable version of the camera
that  is  fully  self-contained  and can be concealed under normal clothing. The
Company  expects  to generate interest in the commercial and residential markets
for  wireless  security  devices  in  2002.

NEW  PRODUCTS  FOR  2002

     The  Company  continues  to  focus  on enhancing its 11Mps line of wireless
access  products  with  new  software  and  cost-reduced  hardware.  It  also is
developing  new  products  with  higher  speed  and  greater bandwidth including
point-to-point  and  point-to-multi-point  solutions  in  the 5.8 GHz band.  The
wireless  Security Camera line of products has development projects for on-board
compression,  functional  controls for machinery, and discrete custom packaging.

TIME  TO  MARKET  AND  DEMAND

     The  growth  of  the  Internet  has  created  a  demand  for  faster access
requirements,  particularly for business users. The increasing use of T1 and DSL
lines  by  businesses is a case in point. Whilst the new technology is emerging,
not  all  parts  of the U.S. have access to such technology. Therefore, wireless
internet  access  continues  to  be  an  appropriate area to be addressed by the
Company  and  accordingly,  we  have  identified  ISPs as a principal market for
development  in  2002. According to a report by the Yankee group, wireless ISP's
targeting  residential  users  in  rural  areas  are  having  success.  The  key
difference  between  wireless  ISP's and the big name wireless providers is that
rural  providers  are  tiny  operations  focusing  on  small  geographic  areas.
Typically,  the  wireless  ISPs, which could number more than 1,000, are serving
third  and  fourth-tier  markets  that  do not have any other broadband options.
Wireless  providers  offer  a  service that is often priced at less than $50 per
month  and  offers  speeds  comparable  to  cable  and  DSL.

     Demand  for high-speed Internet access at a reasonable cost exists in major
geographic  areas  of the U.S., parts of Europe, Asia, Africa, South America and
many  other  regions  of  the world. The primary objective of our business is to
provide  a  turnkey  system  for  Internet  service  providers  (ISP's), the key
objective  being  the  subscriber's  end  cost  to  the  ISP.

     Another  sector that has emerged is the "wireless point to point links", in
many  cases  requiring  a high-speed link between buildings.  The cost of such a
link  can  be as much as $1,200 - 1,400 per month with an installation charge of
up  to  $2,000.  A  wireless  "point-to-point" link can be established using the
Company's  system  at  a  one-time  fixed  cost  of  under $3,000.  The customer
realizes  an  installation  cost  savings  and  a reduction in monthly operating
expenses.


                                      -4-
<PAGE>
     The  Company's  entry  into  this  market  was a 2 Mbps system in the third
quarter  of  1999,  which was aimed to fulfill the immediate need of ISP's.  The
Company  also  introduced its 11 Mbps products in the third quarter of 2000.  We
intend  to  continue  to  explore  the  possibility  of  higher speed radios and
software  upgrades  with  additional  antennas.

     During  2001  the  Company  continued  to  add to its list of ISP customers
worldwide  and  believes  that  it  is  well  positioned  for  the growth in the
foreseeable  future.

     A report from Cahners In-Stat Group deals with the future of the enterprise
wireless  market.  The  report  entitled  "2000  Enterprise  Wireless LAN Market
Update,"  forecasts  that  this  segment  will  rise to $3 Billion by 2002.  The
report  finds that the wireless LAN (WLAN) market became a legitimate enterprise
technology  in 2000. The general desire of organizations to give their employees
more  mobility has driven sales of the technology introduced during the last two
years  following  adoption  of  usable  standards. New, improved performance and
lower  cost  products  for  the  application continue to be introduced.  Cahners
expects  the  wireless  LAN  market  to  grow  to  4.6  billion  by  2005.

     The  nation's  workforce  in  general  is  moving  in  the  direction  of
self-employment  and  smaller  businesses.  Daniel Pink in his recent book "Free
Agent  Nation"  writes  that:  the  Bureau  of  Labor  Statistics  records  the
self-employed  universe  at  16  million.  Tom Petzinger of the WSJ reports that
there  are more than 12 million home businesses and IDC projects the number will
pass 37 million by 2002.  The Company expects to target this market segment with
its  WLAN  product  line.

     Growth  will  be  encouraged as existing vendors expand their offerings and
new suppliers enter the field.  The Company's entry into the High Speed Wireless
Internet  market at the end of 1999 was, in management's belief, well-timed, and
has  proven  to  be  so as the Company is now well-positioned with products that
were  introduced to provide solutions indoor, outdoor, and hybrid indoor/outdoor
wireless  networks  that satisfy the needs of ISPs, MDUs, hotels, enterprise and
education  companies , and the SOHO (small office/home office) market.  ISP's in
various  areas  of the United States, South America, Eastern Europe and Asia are
utilizing  our  products.  The Company is also developing strategic partnerships
with  ISP's  to  provide  high  speed  wireless  internet access to multi-tenant
building  owners  (without  the  construction costs of hardwiring buildings) and
began  providing  solutions  to multi-tenant buildings during 2001.  The Company
intends to pursue this market segment aggressively during 2002.  There can be no
assurance  that  the  Company  will  be  successful  since some of the Company's
competitors  have  vast  financial,  technical  and  marketing  resources.


                                      -5-
<PAGE>
HISTORICAL

     The  Company  was  incorporated on December 14,1995 pursuant to the laws of
the  State  of  Delaware  as  the  successor  to  Amplidyne,  Inc., a New Jersey
corporation  ("Amplidyne-NJ"),  which  was  incorporated  in  October 1988.  The
Company  was  organized to effectuate a reincorporation of Amplidyne-NJ with and
into  the  Company  on  December  22, 1995.  The Company maintains its executive
offices  at  59  LaGrange  Street, Raritan, NJ 08869 and its telephone number is
(908)  253-6870.  The Company completed its initial public offering of 1,610,000
Units  (each  Unit  consisting  of  one  (1)  share  of Common Stock and one (1)
Redeemable  Common Stock Purchase Warrant ("Warrants")) in January 1997 pursuant
to  firm  commitment  underwritten  offering.  The  offering price was $5.10 per
Unit.  The  Warrants  were  redeemed  in May 2000.  Prior to redemption, 124,871
Warrants  were exercised.  The Common Stock trades on the Nasdaq SmallCap Market
under  the  symbol  AMPD.

FORWARD  LOOKING  STATEMENTS

     Certain  information  contained  in  this Annual Report are forward-looking
statements  (within the meaning of Section 27A of the Securities Act of 1933, as
amended  and  Section  21E  of the Securities Exchange Act of 1934, as amended).
Factors  set  forth  that  appear with the forward-looking statements, or in the
Company's  other  Securities  and  Exchange Commission filings, could affect the
Company's  actual results and could cause the Company's actual results to differ
materially from those expressed in any forward-looking statements made by, or on
behalf  of,  the Company in this Annual Report.  In addition to statements, that
explicitly  describe such risks and uncertainties, readers are urged to consider
statements  labeled  with  the terms "believes," "belief," "expects," "intends,"
"anticipates"  or  "plans"  to  be  uncertain  and  forward-looking.  The
forward-looking  statements contained herein are also subject generally to other
risks  and  uncertainties  that are described from time to time in the Company's
reports  and  registration  statements  filed  with  the Securities and Exchange
Commission.  Such potential risks and uncertainties include, but are not limited
to: the ability to increase revenues and reduce operating losses; the successful
deployment  and sale of products; the successful distribution of our products in
the  marketplace;  the successful expansion of business with sales made by ISPs;
managing  expansion;  dependence  on  a limited number of customers; reductions,
delays  or  cancellations  in  orders  from new or existing customers; potential
deterioration  of  business  and  economic conditions in the Company's customers
marketplaces;  new  product  development  and  product  obsolescence;  potential
deterioration  of  the  Company's  customers credit quality due to deteriorating
economic conditions in the Company's customers marketplaces; a limited number of
potential  customers;  intensely  competitive  industry  with  increasing  price
competition; successful development of strategic partnerships globally; reliance
on  certain  key  personnel;  variability  in  gross margins on new products and
resulting  impacts  on operating results; continued success in the design of new
products and the ability to manufacture in quantity such new products; continued
favorable  business conditions and growth in the wireless communications market;
and dependence on certain suppliers for single-sourced components.  In addition,


                                      -6-
<PAGE>
prior  financial  performance and customer orders are not necessarily indicative
of  the results that may be expected in the future and the Company believes that
such comparisons cannot be relied upon as indicators of future performance.  Due
to the foregoing factors, the Company believes that period-to-period comparisons
of  its  operating  results  are  not  necessarily  meaningful  and  that  such
comparisons  cannot  be  relied  upon  as  indicators  of  future  performance.
Additionally,  the  Company  undertakes  no  obligation  to publicly release the
results  of  any revisions to these forward-looking statements which may be made
to reflect events or circumstances occurring after the date hereof or to reflect
the  occurrence  of  unanticipated  events.

INDUSTRY  BACKGROUND

     The  market  for  wireless  communication  services has grown substantially
during  the  past  decade.  Cellular and PCS service has been one of the fastest
growing  segments  of  the  wireless  telecommunications  market.  The growth in
cellular  and  PCS  communications  has  required, and will continue to require,
substantial  investment by cellular service providers in wireless infrastructure
equipment.  Moreover,  management  believes  that  intensified competition among
cellular  service providers is resulting in declining costs to end-users as well
as  new  types  of  service  offerings.  This demand, coupled with unprecedented
growth,  will,  in management's belief, require new infrastructure equipment and
technology  that  will  allow  better  coverage  for  higher-density  networks.
Carriers also need to have the flexibility to place cell sites anywhere, provide
speedier  deployment  without  regard  to  frequency allocation or planning with
lower installation, maintenance and operational costs.  In order for carriers to
meet  their  demands,  new  technologies  and  base  station  equipment  must be
deployed.

     According  to a report of Strategy Analytics, by 2003 more than 725 million
people  worldwide  will  subscribe  to  cellular  and  personal  communications
services.  Global  Systems  for  Mobil  Communications  Technology  (GSM)  will
continue  to  dominate  the  worldwide  digital  cellular  market.  However CDMA
Systems  will  capture  a 20% share of the subscribers by 2003.  The report also
indicates  that  Southeast  Asia  will  continue  to  hold a leadership position
through  2003  with  total  subscribers reaching 250 million.  Western Europe is
predicted  to  grow  at  a  compound  annual  rate of 18% until 2003.  Worldwide
cellular  telephone  shipments  are predicted to grow by 17% annually, to exceed
330  million  units  by 2003.  Southeast Asia will remain the largest market for
cellular phones, representing a 34% market share.  The Company intends to pursue
this  market  segment  aggressively during 2002.  There can be no assurance that
the Company will be successful since some of the Company's competitors have vast
financial,  technical  and  marketing  resources.

     Although there has been a slowdown in the deployment of wireless technology
throughout  the world, substantial demand still exists for new products, as well
as  the  upgrade  of old products.  The Company intends to target sectors within
the  market  for  its  amplifier  products.


                                      -7-
<PAGE>
EMERGING  TECHNOLOGY  AND  WIRELESS  INTERNET  ACCESS

     The Global market for mobile users is forecast to grow from today's figures
of  around  200  million  users to around 2.4 billion users by 2015, which means
today's  market  only  represents  10%  of future demand according to sources at
International  Telecommunication  Union.  With  consumers  looking  for  added
features  including  voice and data and wireless Internet access, new technology
is needed.  The evolution of the third generation (3G) of wireless communication
is  a fundamental step to the new world.  3G represents the world of multi media
mobile  communications  where  users  will  have access not just to voice but to
video,  image, text, graphics and data communications.  The capabilities offered
by  3G  will  be  limitless, offering users services such as video conferencing,
access to the Internet and a host of other applications.  The Company intends to
pursue  this market segment aggressively during 2002.  There can be no assurance
that the Company will be successful since some of the Company's competitors have
vast  financial,  technical  and  marketing  resources.

     The  new  technology  requires  wide  band ultra liner amplifiers requiring
pre-distortion  and  feed  forward  technology.  Amplidyne's  propriety patented
technology  and  feed forward correction systems are ideally suited for this new
emerging  market.  The  Company  expects  to provide solutions in the 3.5GHz and
IMT2000  formats using W-CDMA and similar technologies.  Although the deployment
of  3G  systems  is  expected  to  be  somewhat  delayed,  the Company developed
amplifier  products  for  this  market and expects to continue to do so in 2002.

     While the Company keeps its research and development efforts focused on its
core  amplifier  business, the emergence of "wireless Internet access" has given
us the opportunity to vertically integrate our products into this market sector.
We  believe  that  we  are  in  the  "knowledge  business"  and  we  have gained
considerable  know-how  of  RF  amplifiers, filters, RF subsystems, antennas and
digital  circuits  which are used in our feed-forward control circuits.  The use
of sophisticated digital circuits in the transmission of high speed data coupled
with  the  RF  transmission media derives significant synergy from our amplifier
R&D.

     A key enabling technology for outdoor wireless Internet access is the tower
top  bi-directional  amplifier.  The  Company's personnel were able to design an
excellent  product  for our AmpDLan  system.  We have considerable experience in
the  role that RF filters and antennas played in RF systems, and this is another
set  of  components  for  our  AmpDLan  system.

     The  Company  has  designed new products for the high speed wireless market
and  will  continue  to  market  these  products  during  the  year  2002.

WIRELESS  LOCAL  LOOP  AMPLIFIER  PRODUCTS

     The  Company  has  continued  to  refine  its wireless local loop amplifier
products  during  2001.  These  products operate in the NMT 450 band and 900 MHz
band.  The  Company  designed  a  prototype amplifier for the 3.5 GHz band for a

                                      -8-
<PAGE>
major  North  American  OEM customer during 2000 and refined the products during
2001,  extending  the  life  and  contract opportunities into 2002.  The Company
expects  to  obtain  future  orders for its NMT450 and 900 MHz amplifiers during
2002  as  systems get deployed in the South American and Far East markets by our
major  OEM  customer.

     The  Company  is  continuing  to work with its OEM customers during 2002 to
develop  a  new W-CDMA product line.  The Company developed a prototype IMT 2000
(3-G  Third  Generation) amplifier for the Asian and U.S. markets and introduced
its  new  3G  Amplifier  at  the  CTIA  2002  with  a  live  demonstration.

CELLULAR  SYSTEMS

     A  cellular system consists of a number of cell sites that are networked to
form  a cellular system operator's geographic coverage area.  Each cell site has
a  base station which houses the equipment that transmits and receives telephone
calls  between  the cellular subscriber within the cell and the switching office
of the local wireline telephone system.  Such base station equipment includes an
antenna  and  a  series  of  transceivers,  power amplifiers and cavity filters.
Large cell sites, which generally cover a geographic area of up to five miles in
radius,  are  commonly  referred  to  as  "macrocells."

     The  ability  of  cellular  system  operators  to  increase system capacity
through the use of microcells is largely dependent on their ability to broadcast
multiple  signals  with  acceptable  levels  of interference and distortion.  In
cellular  systems,  the  amplifier  is  generally  the greatest source of signal
interference  and  distortion,  particularly  with  multi  carrier  high  power
amplifiers.  Consequently,  obtaining  amplifiers  that can transmit and receive
multiple  signals  with  low  distortion  or  interference from adjacent signals
("high  spectral purity") is critical to a cellular system operator's ability to
increase  system  capacity.  Substantial  resources  and technical expertise are
required  to  design  and  manufacture  multi carrier power amplifiers with high
spectral  purity.  To  achieve  high  spectral  purity,  multi carrier amplifier
systems  must  have  high  interference  cancellation  properties.

     The  Company  believes  that  the  potential  opportunities  for  wireless
communication  services  in  countries  without  reliable  or extensive wireline
systems  may  be even greater than in countries with developed telecommunication
systems.  The  Company  has  developed  and refined its products for this market
such  as  the 2.4 ghz and 3.5 ghz wireless local loop amplifiers and the NMT-450
products.  As  a  result  of  these  developments,  the Company has continued to
obtain  orders  for  these products from its customers, including major OEMs and
expects  to  continue  to  do  so  in  2002.

     The  Company's  satellite amplifier products are used to amplify the signal
which  is  being  transmitted  from  the  ground  up  to  the  satellite.  The
manufacturers  of  satellite  communications  equipment  operate  in  commercial
markets  such  as  television  broadcast  services  and  commercial  military
communications.  Amplidyne  has  also  provided amplifiers for terrestrial radio
systems  which  are  used  for  television  and  audio  signal  transmission.


                                      -9-
<PAGE>

COMPANY  STRATEGY

     Utilizing  its  proprietary,  patented  technology  and  experience  in
interference  cancellation,  the  Company is pursuing a strategy, focused on the
need  of  cellular,  wireless  local  loop  and PCS system operators, to develop
technologically  advanced  amplifier  based  products.  The Company has recently
developed  products  which  address  the  technical  issues faced by such system
operators  as a result of  the rapid growth in wireless telephone use (cellular,
NMT-450  and  wireless  local  loop)  and the resulting need to increase systems
capacity.

     The Company's products have been evaluated and successfully deployed in the
OEM  systems.  However, due to market conditions, the Company expects the 3.5GHz
products  to  be  given  priority  in  the near future by its OEM customers. The
Company intends to pursue sales to the end-users for the multi-carrier amplifier
since  many  of  providers  need  to  upgrade  their  systems.

     Management  believes  that with its predistortion technology and the linear
capability  of  its  core  amplifier technology, the Company can achieve similar
performance  from  a  multicarrier  amplifier which others achieve by using dual
feed  forward  loops;  this  results  in  much higher component count within the
amplifier  unit  and  may result in poor reliability for such products, compared
to  predistortion  based  feed forward amplifiers which use fewer components and
thereby  have  a  high  reliability.

     The  Company's  business  strategy  focuses  primarily  on  the  wireless
communication  market  and  consists  of  the  following  elements:

     Wireless  Internet  Products.  The  Company's  high-speed wireless Internet
products  have  been  successfully  deployed  since  1999. Our wireless Internet
products  are  aimed at five market segments: (a) Hospitality and Multi-Dwelling
Units  (MDU)  including  hotels and condominiums,  (b) enterprise, corporate and
education  campuses  (c)  Internet  Service  Provider  (ISP) networks, (d) Small
Office/Home  Office  (SOHO),  and  (e)  security  and  surveillance. The Company
intends  to  keep  refining its products to meet the demands of customers in the
above five categories. The Company has had success in providing products for the
high  speed  wireless  internet access in the ISP market. Our products have been
tested  in the hospitality industry, as well as, multi-tenant units and for SOHO
customers,  and  the  recent  introduction of the intelligent Internet camera is
generating  interest  in  the  security  market  segment. The Company intends to
further  pursue  these  markets  throughout  2002 while expanding its networking
products  to provide greater bandwidth and reliability. Furthermore, the Company
has  expanded  its  marketing  and branding efforts , which include trade shows,
trade  publications,  direct  mail  and email campaigns and a new Internet based
contact  manager  for  market  development  and  greater  customer  care.


                                      -10-
<PAGE>
     The  Company  maintains a toll-free Customer Relationship Management (CRM).
The  Company  intends  to  provide  technical  training  for  its  resellers,
distribution channel personnel, sales engineers and sales team through quarterly
workshop  updates  and  on-site  training  for  interested  customers.

     Increase  Penetration  of Wireless Equipment Manufacturers. Since 1991, the
Company  has  positioned  itself  as  a  supplier of amplifier products to large
wireless telecommunications OEMs.  Amplidyne seeks to capitalize on its existing
customer  relationships  and  become a more significant source of its customers'
amplifiers  by  working closely with OEM customers to offer innovative solutions
to  technical requirements and problems.  Amplidyne has demonstrated its 3.5 GHz
and  900 MHz single and multichannel products to OEM's during 2001.  The Company
intends to pursue this market segment aggressively during 2002.  There can be no
assurance  that  the  Company  will  be  successful  since some of the Company's
competitors  have  vast  financial,  technical  and  marketing  resources.

     Develop  Relationships  with Emerging Wireless Equipment Manufacturers. The
Company  anticipates that emerging wireless equipment manufacturers will make an
increasingly  significant  contribution  to  the  growth  of  the  wireless
telecommunications industry particularly the 3.5GHz and NMT-450 segments as well
as  IMT  2000  system.  Management believes that its linear power amplifiers and
MCLPAs will assist these equipment manufacturers in providing high capacity, low
distortion,  low  cost  per  channel  products  and  has  supplied amplifiers to
wireless  equipment  manufacturers  during  2001.

     Develop  Products  for Multiple Protocols.  The Company intends to continue
to  invest resources in the research and development of new products for various
protocols.  For  cellular  systems,  the Company currently supports the AMPS and
TACS  analog  protocols,  and  the  CDMA,  TDMA,  E-TACS,  NMT  and  GSM digital
protocols.  For  PCS  systems, Amplidyne currently supports CDMA, TDMA, DCS-1800
and  PCS-1900  digital  protocols.  The  Company  is  aware  of  the emerging 3G
technology  and  is  continuing to provide products for the technology either at
W-CDMA  or  IMT2000 protocols.  Amplidyne is continuing to develop products that
incorporate  protocols  which  it believes will address the needs of established
and  emerging wireless systems.  Management believes the development of products
for  multiple  protocols  will  enable  Amplidyne to benefit from the continuing
growth  of  existing  wireless  systems  and  other  emerging  wireless
telecommunications  markets  while reducing the risks associated with relying on
the  success  of  one  or  a  limited  number  of  existing or emerging industry
protocols.

     Maintain  a  Technology  Leadership  Position.  In  management's belief the
Company,  with  its  innovative  products,  has been addressing the needs of its
customers  for  products that solve significant technical problems.  The Company
believes  its interference cancellation technologies are among the most advanced
that  are  commercially  available  in  the  industry,  both  in performance and
diversity  of  methodology.  The  Company  utilizes  proprietary  and  patented
pre-distortion technology and proprietary feed forward interference cancellation
technology  in  its  linear  power  amplifiers  and MCLPAs to enable the user to


                                      -11-
<PAGE>
significantly  increase  the  quality and quantity of calls processed by new and
existing  cellular  base  stations.  The  Company  intends to continue to invest
substantial  resources  in  research  and  development  associated  with  its
interference  cancellation technologies.  The Company has continued its research
and  development  on  3.5GHz,  NMT-450,  3G  (Third  Generation)  amplifiers and
wireless  local  loop  products  during  2001,  and  has  launched its 3G W-CDMA
multi-carrier  amplifier  for  U.S.  domestic  and  foreign  infrastructure
manufacturers.

     Develop  Innovative Proprietary Products.  To date, the Company has focused
its  efforts  in  the  development  of  amplifier  products  which  are  highly
innovative,  and  which  are  not  the  standard  "commodity"  type product.  In
addition,  the Company believes that it has compiled an extensive design library
in  the solid-state, high power amplifier industry utilizing its proprietary and
patented  technology and expertise in interference cancellation. The Company has
developed  and  intends  to  continue  to  develop  products which combine basic
components in unique and high performance configuration to command higher prices
in  the  wireless  communications  market.  In addition, the Company has adapted
this  expertise  for new commercial market applications and product requirements
and  develop  products for the NMT-450, 3G (Third Generation) and wireless local
loop  markets. The Company has continued to develop amplifier products which can
be  used  in  900  MHz  and  wireless  local  loop  systems.

     Provide  Support  from  Product  Design through Installation and Operation.
The  Company  works  with  its customers throughout the design process to assist
them  in  refining  and  developing  their  amplifier  specifications.  Once the
specifications  have  been met and the product delivered, Amplidyne continues to
provide  technical  support  to  facilitate  system  integration,  start-up  and
continued  operation.  By  providing  customer support services from the product
design  phase through installation and operation, management believes it fosters
increased  levels  of  customer  loyalty and satisfaction.  In addition, through
this  process,  the Company believes it will develop new product definitions and
implementations  to further enhance the strategic position of the Company in the
wireless  market.

     Maintain  Control  of the Manufacturing Process.  As part of the transition
to  becoming  a  leading  amplifier  supplier to the wireless telecommunications
market,  Amplidyne  has  consistently  analyzed in house automated manufacturing
versus the use of subcontracted manufacturers in order to control its production
schedule.  The  Company installed automated manufacturing equipment in the first
quarter  of  2000, to enhance its manufacturing process for NMT-450 and wireless
local  loop  amplifiers  and  other  related  products.  In  certain  instances,
Amplidyne  has  made  the strategic decisions to select single or limited source
suppliers  in  order  to  obtain lower pricing, receive more timely delivery and
maintain  quality  control.

THE  AMPLIDYNE  ADVANTAGE

     The  Company  believes  that  its  products  have  several  features  which
differentiate  them  from  those  of  its  competitors,  such  as:


                                      -12-
<PAGE>
     The  Predistortion  Solution.  Utilizing  its  proprietary  technology  the
Company  can  obtain  significant  distortion  reduction in its core amplifiers.
This  enables the pre-distorted amplifier to have feed forward correction (which
is  described  below,  see  "Technology")  applied  to  it to achieve distortion
cancellation.  The Company believes that its competitors are only able to obtain
this  level of distortion cancellation by use of complex and component intensive
"Dual  Feed  Forward  Loops"  resulting in the use of more components within the
amplifier  unit.  The  reliability  is  generally  improved  by  using  fewer
components.  The  Company  has  been  a  pioneer  in  its use and development of
pre-distortion technology and intends to further enhance its products using such
technology.

     Superior  Distortion  and  Spurious  Cancellation Resulting in Ultra Linear
High  Power  Amplifiers.  The  Company believes the use of MCLPAs is critical in
the  implementation of new cellular systems and upgrade of older analog systems.
Cellular  systems  need  to  cover large areas with minimum hardware in order to
minimize  cost per subscriber.  Reduction of the distortion and spurious signals
from  the  amplifiers  is  a  key  enabling technology.  Amplidyne has developed
proprietary  interference  cancellation  technology  using  multiple  methods to
achieve  high suppression of spurious output and distortion typically associated
with  higher power amplifiers.  The Company's NMT-450 multi-carrier linear power
amplifier  has  been  well received in the industry and, management believes, is
among  the  leading  products available in the wireless industry.  The Company's
single channel amplifiers have also been well received in the industry, however,
the  Company  has  experienced  more  competition  in this area.  The Company is
seeking  to  position  itself  to  be a viable source in this area.  The Company
constantly  monitors  such  situations  and will employ significant resources to
explore  such  opportunities,  as  financing  permits.

     By  utilizing its proprietary and patented predistortion technology and its
proprietary  feed forward technology, the MCLPAs amplification capacities of the
Company's  amplifiers  are,  in  management's  belief,  among  the  best  in the
industry.

     Linearity,  Low  Distortion  and  High  Amplification.  Wireless  service
providers'  ability  to  manage  scarce  spectrum resources more effectively and
accommodate  large  numbers of subscribers is largely dependent on their ability
to  broadcast  signals  with  high linearity, which pertains to the ability of a
component  to  amplify  a  wave  form  without  altering  its characteristics in
undesirable  ways.  Linear  amplifiers  allow  signals  to  be amplified without
introducing  spurious  emissions  that  might  interfere with adjacent channels.
Higher  linearity  increases the capacity of cellular systems by enabling a more
efficient use of digital transmission technologies, micro-cellular architectures
and  adaptive  channel  allocation.  In  current  cellular  systems,  the  power
amplifier  is  generally the source of the greatest amount of signal distortion.
Consequently,  obtaining power amplifiers with high linearity and low distortion
is  critical  to  wireless  service  providers'  ability  to  improve  spectrum
efficiency.

     The  Company  has several products covered by a patent issued by the United
States  Patent  and  Trademark  Office  which  we believe gives us a significant


                                      -13-
<PAGE>
advantage  over  our  competitors.  These  features  for  Pre-distortion  and
Pre-distortion  Linearization designs significantly reduce distortion below that
which  is  currently  available  in  the  marketplace.

     Multicarrier  Designs.  Multicarrier  amplification,  in which all channels
are  amplified  together  by  a MCLPA, rather than each channel using a separate
amplifier,  allows  for  instantaneous  electronic  channel  allocation.
Functionally,  it  combines  many single channel power amplifiers, into a single
unit,  thereby  eliminating  the  single  channel  power  amplifiers  and  the
corresponding  tunable  cavity  filters.  MCLPAs  require  significantly  higher
linearity  compared  to  single  channel  designs.

     By  virtue  of  the  Company's  high  linearity products which incorporates
pre-distortion  and  feed  forward technology achieving, in management's belief,
among  the lowest distortion in the industry, the MCLPA amplified signal remains
within  their  prescribed  band  and  spectrum with low interference of adjacent
channels  thus  providing  flexibility  to  accommodate  any  frequency  plan.

     Wireless  Internet  Products.  One  of  the  key components in the wireless
Internet  access system is the bi-directional tower top amplifier.  We also have
considerable  experience  in  the  design,  development  and deployment of fixed
broadband  amplifier  products.  The  amplifier  has  to  operate reliably in an
outdoor  application.  Our  expertise  in  this  area  is  an  advantage  over
competitors  who are required to purchase their amplifiers from outside sources.

     We  also  have  considerable  know-how  of  other  related products such as
antennas,  filters,  power  supplies  and  digital  control  circuits.  We  are
therefore  able  to  offer  a  turnkey  solution  to ISP's, providing indoor and
outdoor  networking  support  using  our  existing  resources.  We  have  a cost
advantage because we manufacture our own amplifiers, which we can, if necessary,
rapidly  refine  and  change.

     We intend to refine our products as needed and in a timely fashion in order
to  obtain  and  maintain  market  share.

     During  2001,  the Company enhanced its design for ALC bi-directional tower
top  amplifiers  for  its high-speed wireless Internet products.  This amplifier
allows  an improved system performance, reduced installation time and lower cost
to  integrators  and  network  operators.  The  Company  also  introduced  its
Micro-cell,  Client  Base  station  and  ISP  base  station. These products have
enhanced  the  Company's  position  in  the  marketplace. The Company intends to
refine  and  fine-  tune its products for its customers needs, thereby improving
its  position  as  compared  to  its  competitors.

     High  Quality, Reliability and Customer Support.  The Company believes that
the  power  amplifier in cell sites historically has been the single most common
point  of  equipment  failure  in  wireless  telecommunications  networks.
Increasingly  reliable  power  amplifiers,  therefore, will improve the level of


                                      -14-
<PAGE>
service  offered  by  wireless service providers, while reducing their operating
costs.  In  addition,  MCLPAs  eliminate  the need for high-maintenance, tunable
cavity  filters  that  should  further  reduce  costs.

     The  Company works closely with its customers throughout the design process
in refining and developing their amplifier specifications.  The Company uses the
latest  equipment  and  computer  aided  design and modeling, solid-state device
physics, advanced digital signal processing ("DSP") and digital control systems,
in the development of its products in their specialized engineering and research
departments.  The integration of the Company's design and production is a factor
in  the  Company's  ability  to provide its customers with high reliability, low
distortion  and  low  maintenance  amplifiers.

TECHNOLOGY

     Wireless  Transmit  Technology.  A  typical  wireless communications system
comprises  a  geographic  region  containing a number of cells, each with a base
station,  which  are networked to form a service provider's coverage area.  Each
base  station  or  cell  site  houses  the equipment that transmits and receives
telephone  calls  to  and  from  the cellular subscriber within the cell and the
switching  office  of  the  local  wire  line  telephone system.  Such equipment
includes  a series of transceivers, power amplifiers, tunable cavity filters and
an  antenna.   In  a  single  channel  system,  each channel requires a separate
transceiver,  power  amplifier  and  tunable cavity filter.  The power amplifier
within  the  base station receives a relatively weak signal from the transceiver
and  significantly  boosts  the power of the outgoing wireless signal so that it
can  be  broadcast  throughout  the  cell.   The radio power levels necessary to
transmit  the signal over the required range must be achieved without distorting
the modulation characteristics of the signal.  The signal must also be amplified
with linearity in order to remain in the assigned channel with low distortion or
interference  with  adjacent  channels.

     Because  cellular  operators  are allocated a small RF spectrum and certain
channels,  it  is  necessary  to  make  efficient  use of the spectrum to enable
optimum  system capacity.  By amplifying all channels with minimum distortion at
the  same time, rather than inefficient use of single channel amplification, one
obtains  better  system capacity.  A MCLPA combines the performance capabilities
of  many  single  carrier  amplifiers  into  one  unit, eliminating the need for
numerous  single  carrier  amplifiers  and  their  corresponding  tunable cavity
filters.  These  MCLPAs  require  less  space  than  multiple  single  channel
amplifiers  and their corresponding tunable cavity filters which reduce the size
and  cost  of  a  base  station.

     MCLPAs  create  distortion  products  which  can  cause  adjacent  channel
interference.  The  minimization  of  these  distortion  products  requires
sophisticated  technology.  This  is  accomplished  through  interference
cancellation  techniques  such as "predistortion" and "feed forward" accompanied
by highly advanced control and processing technology.  The Company has developed
certain  proprietary technology and methods to achieve minimal distortion in its
amplifiers,  technically  called predistortion and feed forward correction.  The
Company  uses  three distinct technologies (A) Linear class A and AB amplifiers,
(B)  Predistorted  class  A and AB amplifiers and (C) Predistortion feed forward


                                      -15-
<PAGE>
amplifiers.  The  Company's  proprietary  leading edge products contain patented
predistortion  and proprietary feed forward technology combined in a proprietary
automatic  correction  technique.

     All  amplifiers  create distortion when they are run at a high power level.
In  an  ideal  case  the  output of the amplifier would faithfully reproduce the
input  signal  without  any  distortion.  In  real  life,  however,  distortion
characteristics  are  produced. These distortion products can cause interference
with  another  caller's  channel  which  in turn produces poor call quality.  By
using  a simple, patented technology, Amplidyne recreates the distortion for the
amplifier  in  such  a  manner  to  cancel  the  interference  signals.

     Feed  forward  cancellation  involves  taking the distortion created by the
amplifier  and  processing  it in such a way that when it is added back into the
amplifier  having  been  pre-distorted  and  combined  with  the  feed  forward
technology,  distortion  cancellation  occurs.  The  Company  believes  that its
patented  technology  has  the  most unique and potent technology for distortion
cancellation. Furthermore, Amplidyne has selected linear class AB technology for
its  base  amplifier  which  it  believes  also  has  superior  distortion
characteristics  compared  to  other  competitors  because  it  is  easier  to
pre-distort.  Thus  the  three  key  ingredients  (a)  Linear  class  A  and  AB
amplifiers, (b) Predistortion technology and (c) Feed forward technology enables
Amplidyne  to  produce  MCLPAs  for  its  major  OEM  customers.

     Emerging  Technology  and  Wireless Internet Access.  The Global market for
mobile  users  is  forecasted to grow from today's figures of around 200 million
users  to  around  2.4  billion  users  by 2015, which means today's market only
represents  10%  of  future  demand  according  to  sources  at  International
Telecommunication  Union.  With  consumers  looking for added features including
voice  and data and wireless Internet access, new technology is needed.  The new
technology  will  require  wide  band  ultra  linear  amplifiers  requiring
predistortion  and  feed  forward  technology.  Amplidyne's  propriety  patented
technology  and  feed forward correction systems are ideally suited for this new
emerging  market.  The  Company  expects  to  provide  solutions  in the PCS and
IMT2000  formats  using W-CDMA and similar technologies.  The Company intends to
pursue  this market segment aggressively during 2002.  There can be no assurance
that the Company will be successful since some of the Company's competitors have
vast  financial,  technical  and  marketing  resources.

     The  Company's  wireless Internet access products consist of point-to-point
and  point  to  multipoint  indoor  and  outdoor units that can be configured to
provide  broad coverage over a city or region or to create coverage in an indoor
space  with free roaming access. Systems can be designed for full utilization of
the  2.4  ISM  bandwidth  to  aggregate  traffic  in  eleven  channels.

     At the remote site an indoor or outdoor LAN system can be connected using a
single  channel  CPE  or  Access  Point,  with  various  antennae  combinations.
Amplifiers  are  used  for  range  extension  purposes.


                                      -16-
<PAGE>
MARKETS

     The  market  for  wireless  communications services has grown substantially
during  the  past  decade as cellular wireless local loop, PCS and other new and
emerging  applications  (such as W-CDMA) have become increasingly accessible and
affordable  to  growing  numbers  of consumers.  The growth of these markets has
increased  the  demand  for  the Company's products, although the Company cannot
predict  trends  in  these  markets.

     Cellular Market.  The market for cellular communications still accounts for
a fairly large portion of the wireless services.  Cellular system operators have
expanded the capacity of their existing cellular systems by splitting macrocells
into  smaller  microcells.  The Company believes that the relatively small size,
high  power  and  performance  characteristics  of  its microcell MCLPAs will be
particularly  attractive  to  major  OEMs  as  well  as  emerging  wireless
telecommunications  infrastructure  equipment  providers  when  providing
infrastructure  equipment  for  such  new  cell  sites.

     Wireless  Local  Loop.  Wireless  local loop systems are increasingly being
adopted  in developing markets to more quickly implement telephone communication
services.  In  certain  developing  countries,  such  as  Indonesia  and Brazil,
wireless  local  loop  systems  provide  an attractive alternative to copper and
fiber  optic  cable  based  systems,  with  the potential to be implemented more
quickly and at lower cost than wireline telephone systems.  The Company designs,
manufactures and markets MCLPAs and single channel amplifiers for infrastructure
equipment  systems in the wireless local loop market in the 2 and 3.5 GHz bands.

     Wireless  Internet Access Market.  The Company's products are aimed at five
market segments: (a) Hospitality and Multi-Dwelling Units (MDU) including hotels
and condominiums,  (b) enterprise, corporate and education campuses (c) Internet
Service  Provider  (ISP)  networks, (d) Small Office/Home Office (SOHO), and (e)
security  and  surveillance.  The  wireless Internet network products market has
continued  to grow in the depressed telecom period of 2000 and 2001.  New demand
for  components, systems and subsystems has been fueled by the growing number of
self-employed  professionals  who  demand  the  same networks and communications
systems  in  their  home  offices  as  they  were  accustomed  to  in  corporate
environments.  IDC  estimates that the 12 million self employed families in 2001
will  grow  to over 30 million by 2003.  And AARP research indicates that as the
Baby  Boomers  begin  to retire in 2002, more than half of them will continue to
work  in  the  growing  self-employed  workforce.

     A  report  from  Pulver.Com  ("Telephony Unplugged: Wireless Achieves Price
Parity  with  Wireline"),  predicts  that  the US wireless networks will realize
revenues  exceeding  those  for wireline in 2003 when wireless call charges will
reach  the  same  price point as those for regular phone lines. The report based
its  prediction  on comparisons between Nextel's wireless and Verizon's wireline
charges.


                                      -17-
<PAGE>
     According  to  the  report,  ever increasing competitive levels have helped
reduce  wireless  phone  charges and the current 10-cents-a-minute airtime plans
from a number of wireless carriers are attracting 67,000 new wireless users each
day.  It  notes  further  that  in the 16 years since the Federal Communications
Commission  (FCC)  issued  its  first  cellular  license  in the US, the cost of
wireless  services has been reduced by 92%.  During that same period the cost of
local  wireline  calling  has  risen  72%  along  with  inflation.

     The  fact that the wireless industry has erased the 20-fold wire line price
advantage  that  has existed since 1984 has completely changed the business case
for  selecting  wireless  instead  of  wire  line,  in  addition, if only 25% of
residential customers convert to wireless, 26 million customers will be added to
the  wireless  rolls.  The  Company  intends  to  continue  pursuing this market
segment  aggressively  during 2002.  There is no guarantee that the Company will
be  successful  since  some  of  the  Company's competitors have vast financial,
technical  and  marketing  resources.

     Custom  Communications and Other Markets.  The custom communications market
consists  of  small  niche  segments  within  the  larger communications market:
long-haul  radio  communications,  land  mobile  communications,  surveillance
communications,  ground-to-air  communications,  microwave  communications,
broadband  communications  and  telemetry  tracking.  The  Company  sells custom
amplifiers  and  related  products  to  these  segments.

PRODUCTS

     The  Company  designs  and  sells multi-carrier transmit amplifiers and low
noise  receive amplifiers for the cellular communications market, as well as the
PCS  and  wireless  local loop segments of the wireless communications industry.
The  Company  also  provides  a large number of catalog and custom amplifiers to
OEMs  and  to  other  customers  in  the  communications  market in general.  In
addition,  the  Company  also  sells a complete line of fixed broadband wireless
networking  and  LAN products for private networks, virtual private networks and
Internet  access.

-     MULTICARRIER  LINEAR  POWER  AMPLIFIERS  (MCLPAS).  When a cellular or PCS
user places a call, the call is processed through a base station, amplified, and
then  transmitted  on  to  the  person  receiving the call.  Therefore, all base
stations  require  amplifiers (MCLPAs) whether they are being used for cellular,
PCS  or  3G  (Third  Generation) local loop applications.  Amplidyne designs and
manufactures these amplifiers.  The objective is to provide a quality product at
a  good  price  and  to  have  exemplary  reliability.  Management believes that
Amplidyne's  products  with  its patented pre-distortion technology, core linear
amplifier  technology and proprietary feed forward technology achieve all of the
objectives  mentioned  above.  Amplidyne's  MCLPAs  are  a  unique line of ultra
linear devices, which utilize a proprietary pre-distortion and phase locked feed
forward  architecture.

-     WIRELESS  INTERNET  PRODUCTS.  The  Company's  wireless  Internet products
operate  in  the  2.4  GHz  ISM  band  using  Direct  Sequencing Spread Spectrum


                                      -18-
<PAGE>
technology.  New  Direct  Sequencing  products at the 5.8GHZ frequency range are
being  developed  to  provide better spectrum utilization and greater bandwidth.
This  new  technology  will  become  a part of the Company's wireless networking
solution  set  to  provide  operators  greater  capacity  at  lower  cost.

-     HIGH  POWER  LINEAR  AMPLIFIERS.  Amplidyne's  product  line  of  linear
amplifiers  have  a  high third order intercept point which translates to better
call  quality.  These  high  power amplifiers are supplied as modules or plug in
enclosures.  The  communication  bands  available are NMT-450, AMPS, TACS, ETACS
and  PCS.  The output power ranges from 1 to 200 Watts.  These amplifiers can be
used  in  instances where service providers only need a single transmit channel.

-     3G  (THIRD  GENERATION)  AMPLIFIER  DEVELOPMENT  The  Company  has  been
reviewing  OEM  specifications  for  these  new  products  and  begun to develop
amplifier products for the market.  The Company held a live demonstration of its
4channel ultra-linear 3G amplifier at the CTIA expo in March of 2002 and expects
to  begin  shipping  to  its  customers  in  2002.

-     LOCAL  LOOP AND MINI CELL AMPLIFIERS.  Local loop and mini cell amplifiers
are  designed  with  a  proprietary circuit to achieve a high IMD specification,
which translates to better call quality through the mini cell.  These amplifiers
can  be  ordered  as  modules  or  in  a  rack  configuration.

-     LOW  NOISE  AMPLIFIER,  CELLULAR,  PCN,  PCS,  GSM.  Amplidyne's low noise
amplifiers  are  manufactured  with a mix of silicon and GaAsFET devices.  These
amplifiers  offer  the  user  the  lowest noise and the highest intercept point,
while  maintaining good efficiency.  Received calls at a base station are low in
level due to the fact that hand held cellular phones typically operate at half a
watt power level.  This weak signal has to be amplified clearly which is done by
using Amplidyne's low noise amplifier.  All amplifiers undergo a 72 hour burn-in
period  to  ensure  reliable  filed  operation.

-     COMMUNICATION  AMPLIFIERS.  These amplifiers are designed for cellular and
PCN/PCS  applications and use GaAs or Silicon Bipolar FET devices.  The transmit
amplifiers are optimized for low distortion products.  Custom configurations are
available  for  all communication amplifiers.  This line of products is aimed at
the  single  channel base station users employing the digital cellular standards
(CDMA  and  TDMA).

     The  Company's  wireless telecommunications amplifiers can be configured as
modules  separate  plug-in  amplifier  units  or  integrated  subsystems.  The
Company's  products  are integrated into systems by OEM customers, and therefore
must  be  engineered  to  be compatible with industry standards and with certain
customer  specifications,  such as frequency, power, linearity and built-in test
(BIT)  for  automatic  fault  diagnostics.


                                      -19-
<PAGE>
PRODUCT  WARRANTY

     The  Company  warrants  new  products  against  defects  in  materials  and
workmanship  generally  for  a period of one (1) year from the date of shipment.
To  date,  the Company has not experienced a material amount of warranty claims.

BACKLOG/FUTURE  ORDERS

     The  Company regularly reviews its backlog (which includes projected future
orders  from  customers) that it expects to ship over the next 12-24 months.  We
have  had  to  change  schedules  and  delay orders depending on customer needs.
Customer  schedules  or  requirements  may  frequently  change and in some cases
result in cancellation of orders, in response to which the Company has to change
its  production  schedule.  Changes  and  cancellations exist since, among other
matters,  the  wireless  communications  industry  is  characterized  by  rapid
technological change, new product development, product obsolescence and evolving
industry  standards.  In  addition,  the terrorist attacks of September 11, 2001
have  resulted  in increased economic uncertainty.  This uncertainty may lead to
postponement  or  cancellation  of  future  or  current orders.  In addition, as
technology  changes, corporations are frequently requested to update and provide
new prototypes in accordance with new specifications if products become obsolete
or inferior.  Therefore, the Company has been focusing on strategic partnerships
to  provide  better  quality  solutions to our partners with higher margin sales
opportunities.

     As of December 31, 2001, the Company had signed orders and contracts (which
include  projected  future orders from customers) to generate revenues in excess
of $2.5 million and the Company expects to ship these products over the next
fiscal year.  The Company would like to stress, although useful for
scheduling  production,  backlog as of any particular date may not be a reliable
indicator  of sales for any future period.  The Company expects sales to improve
during  the  first  half  of  2002  as  compared  to the fourth quarter of 2001.

     The  wireless  ISP  business  is  characterized  by  small  entrepreneurial
companies,  seeking to reach out to residential and business customers in tier 3
or 4 markets.  Their success depends on being able to offer competitive services
and,  in  certain  cases,  may  require  them  to  compete against cable and DSL
providers.  Should  these companies not obtain financing for their plans or find
alternative  cheaper  technologies  for  their  deployment,  the Company will be
subject to delayed or cancelled purchase orders.  Product obsolence is extremely
rapid  in  this market sector, and can also result in delays and cancellation of
purchase  orders.  In  December 1999, the Company signed a purchase order with a
local  ISP  for the sale of our outdoor wireless products.  It was expected that
such  ISP was going to roll out its network to several thousand customers during
2002-  2003.  No  orders  have  or are expected to be filled.  This order is not
included  in  the  above  mentioned  backlog.

     The Company expects to continue to ship products to its major OEM customers
during  2002  at  the  levels  or  above  the


                                      -20-
<PAGE>
levels  of  2001.  Many  of  our  ISP  customers  are  going  through  their own
expansion,  which  is  subject  to  financing availability that has proven to be
difficult in the recent downturn. However, as conditions improve these customers
may be able to finance and purchase more equipment from the Company. The Company
is exploring revenue sharing models with various units of the hospitality market
segment  in  order  to  continue  to  develop the market share in the high speed
wireless  internet  market.

     The  acquisition  of certain of the Darwin assets (which included access to
hotels)  and  the  Company venturing into the "hospitality" market is new to the
Company  and  turning this venture into a success depends largely on the Company
being able to dispose of some of the assets rapidly in a "bulk" sale.  The value
of  some  of  these  assets  will  decrease  with time.  The Company may have to
renegotiate  the  timeline  to  complete  its  successful  deployment.

CUSTOMERS,  SALES  &  MARKETING

     Customers. The Company markets its products worldwide generally to wireless
communications  manufacturers  (OEMs)  and communications system operators.  The
table  below  indicates  net  revenues  derived  from customers in the Company's
markets  in  2001  and  2000.

<TABLE>
<CAPTION>


          NET  REVENUES  BY  MARKET  CATEGORIES
                   (IN  THOUSANDS)
                                                         YEAR ENDED
                                                        DECEMBER 31,
                                                       ---------------
AMPLIFIER MARKETS                                       2000     2001
-----------------                                      ------   -------
<S>                                                     <C>       <C>
 Cellular Analog and digital. . . . . . . . . . . . .  $ 19.5     267.5

 Wireless Telephony . . . . . . . . . . . . . . . . .   1,944   1,361.3

 Satellite Communications, Custom and other
  Products  . . . . . . . . . . . . . . . . . . . . .      50       170
 Digital PCS Products . . . . . . . . . . . . . . . .     116        --
                                                       ------   -------
AMPWAVE MARKET
--------------
 Wireless Internet Products . . . . . . . . . . . . .   455.5     406.2
         Total. . . . . . . . . . . . . . . . . . . .  $2,595     2,205
                                                       ======     =====

</TABLE>


The  Company  expects that for future sales the Company will continue to improve
its  market  share  in  the cellular digital, wireless telephony, NMT450 and IMT
2000.

     *     Wireless  Telephony.  Sales to the wireless telephone segments of the
wireless  communications industry have decreased from approximately 75% of total
revenues  for fiscal year end 2000 to approximately 62% of total revenue for the
fiscal  year  end  2001.


                                      -21-
<PAGE>
     *     Wireless  Internet.  The Company shipped products to its customers in
2001 with  total sales for the year of $406,200 which accounts for approximately
18% of  total  revenues.

     *     International  Sales.  Sales  of wireless products outside the United
States  (primarily  to  Western  Europe  Canada  and  the  Far East) represented
approximately  84%  and  81.5% of net sales during, fiscal 2000 and fiscal 2001,
respectively.

     *     Sales and Marketing.  The Company's sales and marketing personnel are
involved  in  all  aspects of the Company's relationships with its major OEM and
system  operator customers.  The Company employs a direct sales approach focused
on  providing  its  wireless industry customers with unique solutions to satisfy
their transmit and receive amplification needs.  Sales of the Company's products
to  OEM  and  system  operators  requires  close technical liaison with customer
engineers  and  purchasing managers.  The Company's High Speed Wireless Internet
products  generated  sales  of  approximately  18%  of  total revenues for 2001.

COMPETITION

AMPLIFIER  PRODUCTS

     The  ability  of the Company to compete successfully and operate profitably
depends  in  part upon the rate of which OEM customers incorporate the Company's
products into their systems. The Company believes that a substantial majority of
the  present  worldwide  production  of  power  amplifiers is captive within the
manufacturing  operations  of a small number of wireless telecommunications OEMs
and  offered  for sale as part of their wireless telecommunications systems. The
Company's  future success is dependent upon the extent to which these OEMs elect
to purchase from outside sources rather than manufacture their own amplification
products.  There  can  be  no  assurance that OEM customers will incorporate the
Company's  products  into  their  systems  or that in general OEM customers will
continue  to  rely,  or expand their reliance, on external sources of supply for
their  power amplification products.  Since each OEM product involves a separate
proposal by the amplifier supplier, there can be no assurance that the Company's
current  OEM  customers will not rely upon internal production capabilities or a
non-captive  competitor  for  future  amplifier product needs. The Company's OEM
customers  continuously  evaluate whether to manufacture their own amplification
products  or  purchase them from outside sources.  These OEM customers are large
manufacturers  of wireless telecommunications equipment who could elect to enter
the  non-captive  market  and compete directly with the Company.  Such increased
competition  could materially adversely affect the Company's business, financial
condition  and  results  of  operations.


                                      -22-
<PAGE>
     Certain  of the Company's competitors have substantially greater technical,
financial,  sales  and  marketing,  distribution  and  other  resources than the
Company  and  have  greater  name  recognition  and  market  acceptance of their
products  and  technologies.  In  addition,  certain  of  these  competitors are
already  established  in  the  wireless  amplification  market,  but the Company
believes  it  can compete with them effectively.  No assurance can be given that
the  Company's  competitors will not develop new technologies or enhancements to
existing  products  or  introduce new products that will offer superior price or
performance  features.  To  the  extent  that  OEMs  increase  their reliance on
external  sources  for their power amplification needs more competitors could be
attracted  to  the  market.

     The  Company  expects its competitors to offer new and existing products at
prices  necessary  to  gain  or  retain  market  share.  The  Company expects to
experience  significant price competition, which could have a materially adverse
effect  on gross margins.  Certain of the Company's competitors have substantial
financial  resources  which  may  enable  them  to  withstand  sustained  price
competition  or  downturns  in  the  power amplification market.  Currently, the
Company  competes  primarily  with  non-captive suppliers of power amplification
products.  The Company believes that its competition, and ultimately the success
of  the  Company,  will be based primarily upon service, pricing, reputation and
the  ability  to  meet  the  delivery  schedules  of  its  customers.

HIGH  SPEED  WIRELESS  INTERNET  PRODUCTS

     The  Company  has  targeted  its  products  to  five  market  segments: (a)
Hospitality  and  Multi-Dwelling  Units (MDU) including hotels and condominiums,
(b)  enterprise,  corporate and education campuses (c) Internet Service Provider
(ISP)  networks,  (d)  Small  Office/Home  Office  (SOHO),  and (e) security and
surveillance.  The Company first derived significant revenue from these products
during  2000, and this market accounted for approximately 18% of the total sales
for  the  year  2001.

     The  Company  has  relied  on  being  able  to  work strategically with its
partners and consultants, as well as its own engineers to develop and refine its
products.  The  Company  has taken some risks in introducing products to certain
sectors  by  providing samples and system trials, which in certain cases may not
result  in  revenues.  The vast majority of ISP's are in need of capital to grow
their  businesses  and  in  certain  cases  looked  to  the  Company  for vendor
financing.  The Company has maintained a minimal stance relative to this matter.
However,  the  Company  has to seriously consider this in the future to maintain
growth.  One  area  the  Company  has  to  explore is revenue sharing with these
customers,  which  has  some  inherent business risks.  One such instance is the
introduction  of  these  products  into the hospitality industry.  The Company's
competitors, such as Lucent and Cisco, as well as other large, small and midsize
entities,  have substantially greater technical, financial, sales and marketing,
distribution  and other resources then the Company.  Therefore, the Company, may
not  adequately  be  able  to  compete  with  such  other  companies.


                                      -23-
<PAGE>
MANUFACTURING

     The  Company  assembles,  tests,  packages,  and  ships its products at its
manufacturing facilities located in Raritan, New Jersey.  This facility includes
a  separate  assembly  and  test  facility  for  various  custom  products.

     The  Company's  manufacturing  process  consists  of purchasing components,
assembling  and  testing  components  and  subassemblies,  integrating  the
subassemblies  into  a  final  product  and  testing the product.  The Company's
amplifiers  consist  of  a  variety  of subassemblies and components designed or
specified  by  the  Company  including  housings, harnesses, cables, packaged RF
power  transistors,  integrated  circuits  and  printed circuit boards.  Most of
these  components  are manufactured by others and are shipped to the Company for
final  assembly.  Each  of the Company's products receives extensive in  process
and  final  quality  inspections  and  tests.

     The  Company's  devices,  components  and  other  electrical and mechanical
subcomponents are generally purchased from multiple suppliers.  The Company does
not  have  any  written  agreement  with  any of its suppliers.  The Company has
followed  a  general  policy  of  multiple sourcing for most of its suppliers in
order  to  assure a continuous flow of such supplies.  However, the Company does
purchase  certain  transistors  produced by a single manufacturer because of the
high  quality of  its components.  The Company believes it is unlikely that such
transistors  would become unavailable, however, if that were to occur, there are
multiple  manufacturers  of generally comparable transistors.  The Company would
require  a period of time to "return" its products to function properly with the
replacement  transistors.  The  Company  believes  that the distributors of such
transistors maintain adequate inventory levels, which would mitigate any adverse
effect  on  the  Company's production in the event unavailability or shortage of
such  transistors.  If  for  any  reason the Company could not obtain comparable
replacement  transistors  or  could  not return its products to operate with the
replacement transistors, the Company's business, financial condition and results
of  operations  could  be  adversely  affected.

     The  Company  currently  utilizes  discrete  circuit  technology on printed
circuit  boards  which  are designed by the Company and provided by suppliers to
the  Company's  specifications.  All transistors and other semiconductor devices
are  purchased  in  sealed  packages  ready  for  assembly  and  testing.  Other
components  such  as  resistors,  capacitors, connectors or mechanical supported
subassemblies  are  also  manufactured  by  others.  Components are ordered from
suppliers  under  master  purchase  orders  with  deliveries  timed  to meet the
Company's  production  schedules.  As  a  result,  the  Company  maintains a low
inventory  of components, which could result in delay in production in the event
of  delays  in  such  deliveries.

     The  Company purchased automated surface mount machinery ("SMT") to enhance
its  manufacturing  ability for amplifiers as well as wireless internet products
which was installed during the first quarter of 2000. The equipment has provided
improved  efficiency  in production and faster turn around for certain products.


                                      -24-
<PAGE>
The  Company  has started to manufacture some of the products for its High Speed
Wireless  Internet  products.

     The Company manufacturers some of its High Speed Wireless Internet products
and amplifiers in its New Jersey facility and the rest  in  offshore
facilities  which  are  ISO  9001  certified.

RESEARCH,  ENGINEERING  AND  DEVELOPMENT

     The  Company's research, engineering and development efforts are focused on
the  design of amplifiers for new protocols, the improvement of existing product
performance,  cost  reductions  and  improvements  in  the  manufacturability of
existing  products.

     The Company has historically devoted a significant portion of its resources
to  research,  engineering  and  development programs and expects to continue to
allocate  significant  resources  to  these  efforts.  The  Company's  research,
engineering  and development expenses in fiscal 2000 and 2001 were approximately
$590,496  and $593,823, respectively, and represented approximately 23% and 27%,
respectively,  of  net  revenues.  These efforts were primarily dedicated to the
development  of the linear  feed forward, high power, low distortion amplifiers,
resulting  in  the  Company's  models for AMPS, TACS, NMT-450, PCS-1900, and PCS
Repeater Amplifier (DCS 1800) and bi-directional amplifier, Client Base Station,
ISP  Base Station and Microcell for its wireless internet systems and other high
speed  wireless  internet  products.

     The  Company  was  able  to  maintain its research and development costs by
being  able  to  develop  significant  products  in  house,  thereby, minimizing
commitments  to  outside  suppliers  and consultants.  The Company did, however,
incur  consulting  fees  regarding  the  development  of the High Speed Wireless
Internets  Products.

     The  Company  uses  the  latest  equipment  and  computer  aided design and
modeling, solid state device physics, advanced digital signal processing ("DSP")
and  digital  control  systems,  in  the  development  of  its  products  in the
specialized  engineering  and  research  departments.

     The  Company  uses  a  CAD environment employing networked work stations to
model  and  test  new  circuits.  This  design  environment,  together  with the
Company's experience in interference cancellation technology and modular product
architecture,  allows the Company to rapidly define, develop and deliver new and
enhanced  products  and  subsystems  sought  by  its  customers.

     The  markets  in  which  the  Company  and  OEM  customers  compete  are
characterized  by  rapidly  changing technology, evolving industry standards and
continuous  improvements  in  products  and  services.


                                      -25-
<PAGE>
PATENTS,  PROPRIETARY  TECHNOLOGY  AND  OTHER  INTELLECTUAL  PROPERTY

     The  Company's  ability  to compete successfully and achieve future revenue
growth  will  depend,  in  part,  on  its  ability  to  protect  its proprietary
technology and operate without infringing the rights of others.  The Company has
a  policy of seeking patents, when appropriate, on inventions resulting from its
ongoing  research  and  development  and  manufacturing  activities.

     Presently,  the  Company  has  been granted a patent (No. 5,606,286) by the
United States Patent and Trademark Office with respect to its Pre-Distortion and
Pre-Distortion  Linearization  technology  which,  the Company believes, is more
effective  in  reducing  distortion  then  other currently available technology.
There  can  be  no assurance that the Company's patent will not be challenged or
circumvented  by  competitors.  The  Company  intends  to  broaden  its  patent
protection  in  other countries for its existing patents and file for additional
patent  protection  relating  to  products  it  is  currently  developing.

     Notwithstanding  the  Company's  active  pursuit  of patent protection, the
Company  believes that the success of its amplifier business depends more on its
specifications,  CAE/CAD  design  and  modeling  tools,  technical processes and
employee expertise than on patent protection.  The Company generally enters into
confidentiality  and  non-disclosure  agreements  with  its employees and limits
access  to  and  distribution of its proprietary technology.  The Company may in
the  future  be  notified  that  it  is  infringing  certain patent and/or other
intellectual  property  rights  of  others.  Although  there are no such pending
lawsuits  against  the  Company  or  unresolved  notices  that  the  Company  is
infringing  intellectual  property  rights  of others, there can be no assurance
that  litigation  or  infringement  claims  will  not  occur  in  the  future.

     The  Company's  wireless  internet  access  products are marketed under the
trademark  Ampwave  and  includes  the  following  trademarked  products  lines:
AmpDLan TM,  AmpDNet TM; and AmpAnt TM.

GOVERNMENTAL  REGULATIONS

     The  Company's  customers  must obtain regulatory approval to operate their
base  stations.  The United States Federal Communications Commission ("FCC") has
regulations  that  impose more stringent RF and microwave emissions standards on
the  telecommunications  industry.  There can be no assurance that the Company's
customers  will  comply  with  such regulations which could materially adversely
affect  the  Company's  business, financial condition and results of operations.
The  Company  manufactures  its products according to specifications provided by
its  customers,  which  specifications  are  given  to  comply  with  applicable
regulations.  The  Company  does  not  believe  that  costs  involved  with
manufacturing  to  meet  specifications  will  have  a  material  impact  on its
operations.  There  can be no assurances that the adoption of future regulations
would  not  have  a  material  adverse  affect  on  the  Company's  business.


                                      -26-
<PAGE>
EMPLOYEES

     As of December 31, 2001, the Company had a total of 31 employees, including
15  in  operations,  5  in  engineering,  5 in sales and marketing, 1 in quality
assurance  and  5  in  administration.  As  of  December  31,  2001, the Company
employed  three  consultants, two in sales and marketing and one in engineering,
and engages other consultants for its high speed wireless Internet products from
time  to time.  The Company believes its future performance will depend in large
part on its ability to attract and retain highly skilled employees.  None of the
Company's  employees  is  represented  by  a labor union and the Company has not
experienced any work stoppages.  The Company considers its employee relations to
be  good.

ENVIRONMENTAL  REGULATIONS

     The Company is subject to Federal, state and local governmental regulations
relating to the storage, discharge, handling, emissions, generation, manufacture
and  disposal  of  toxic  or  other hazardous substances used to manufacture the
Company's  products.  The Company believes that it is currently in compliance in
all  material respects with such regulations.  Failure to comply with current or
future  regulations  could  result in the imposition of substantial fines on the
Company,  suspension  of  production,  alteration  of its manufacturing process,
cessation  of  operations  or other actions which could materially and adversely
affect  the  Company's  business, financial condition and results of operations.

     IN  ADDITION  TO  OTHER  INFORMATION  IN  THIS ANNUAL REPORT, THE FOLLOWING
IMPORTANT  FACTORS  SHOULD BE CAREFULLY CONSIDERED IN EVALUATING THE COMPANY AND
ITS  BUSINESS  BECAUSE  SUCH  FACTORS CURRENTLY HAVE A SIGNIFICANT IMPACT ON THE
COMPANY'S  BUSINESS,  PROSPECTS,  FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

                                  RISK FACTORS

     You should carefully consider the risks described below before investing in
our  company.  The risks and uncertainties described below are not the only ones
facing our company.  Other risks and uncertainties that we have not predicted or
assessed  may  also  adversely  affect  our  company.

     Some  of  the  information  in  this Annual Report contains forward-looking
statements  that  involve substantial risks and uncertainties.  You can identify
these  statements  by  forward-looking  words  such  as "may," "will," "expect,"
"anticipate,"  "believe,'  "intend," "estimate," and "continue" or other similar
words.  You  should  read  statements that contain these words carefully for the
following  reasons:

-     the  statements  may  discuss  our  future  expectations;

-     the  statements  may  contain projections of our future earnings or of our
      financial  condition;  and

-     the  statements  may  state  other  "forward-looking"  information.

                                      -27-
<PAGE>

    We  believe  it  is  important  to  communicate  our  expectations  to  our
investors.  There  may  be  events  in  the  future,  however,  that  we are not
accurately  able  to predict or over which we have no control.  The risk factors
listed below, as well as any cautionary language in or incorporated by reference
into  this  Annual  Report,  provide examples of risks, uncertainties and events
that  may cause our actual results to differ materially from the expectations we
describe  in  our forward-looking statements.  Before you invest in our company,
you  should  be  aware that the occurrence of any of the events described in the
risk  factors  below, elsewhere in or incorporated by reference into this Annual
Report  and  other  events  that  we have not predicted or assessed could have a
material  adverse  effect  on our earnings, financial condition or business.  In
such case, the trading price of our securities could decline and you may lose or
all  or  part  of  your  investment.

     WE  HAVE  A  RECENT  HISTORY  OF  LOSSES.  We  have  incurred net losses of
$2,440,045  and  $2,024,882  for  the  years  ended  December 31, 2000 and 2001,
respectively.  These  losses  were  due,  in  large  part,  to  the  research,
engineering  and  development  costs associated with the creation of our line of
multicarrier  linear  power amplifiers and high speed wireless internet products
and  stock  compensation  costs  for the use of stock or stock options to obtain
services  or  to  obtain  financing.  We  have  made  commitments  to vendors to
purchase  hardware  for use in our wireless internet systems.  We expect to have
increased  sales  in this area to compensate for the expenses, however, there is
no  guarantee  that this will happen.  The need for high band width products may
lead  to  rapid  product  obsolescence.  Therefore,  we  expect  to increase our
research  and development efforts for more products which could result in higher
operating  losses.  Further,  we  have  not generated sufficient sales volume to
cover  our  overhead costs and generate profits.  We expect that our losses will
increase  and  continue until such time, if ever, as we are able to successfully
manufacture  and  market  our  products on a larger scale and therefore generate
higher  profit  margins.  We  will  need  to  generate a substantial increase in
revenues  to  become profitable.  Accordingly, we cannot assure you that we will
ever become or remain profitable.  In addition, we had an accumulated deficit of
$19,569,652  at  December  31,  2001.

     WE  MAY  REQUIRE  ADDITIONAL FINANCING. We believe that our current cash on
hand,  as  well  as  additional  funds from the possible exercise of outstanding
options  and  warrants,  together  with  cash  flow from our operations, will be
adequate  to  fund  our  operations  for at least twelve months. However, we may
require  additional  financing  prior  to or after such time. We have issued our
common  stock,  when  available  to  us,  in  lieu  of cash payment of officer's
salaries,  commissions  and  consulting  fees,  although  we  may not be able to
continue  this  practice.  If  additional financing is needed, we cannot be sure
that  such  financing  will  be available to us on acceptable terms. If adequate
funds  are  not  available, we may be required to delay, scale back or eliminate
our  research,  engineering  and development or manufacturing programs or obtain
funds  through  arrangements  with  partners  or  others  that may require us to
relinquish  rights  to  certain of our technologies, potential products or other
assets.  Thus,  our  inability  to  obtain  such financing could have a material
adverse  effect  on  our  business,  financial  condition  and  operations.



                                      -28-
<PAGE>
     THE EVENTS OF SEPTEMBER 11 HAVE RESULTED IN INCREASED UNCERTAINTY REGARDING
THE  ECONOMIC OUTLOOK. The terrorist attacks on September 11, 2001 have resulted
in  increased  uncertainty regarding the economic outlook. It is not possible at
this  time  to  project  the  economic  impact  of  these  events, although past
experience  suggests there may be a loss in consumer and business confidence and
a  reduction  in  the rate of economic growth or an economic recession. With the
U.S.  economy  already  on the edge of recession before the attacks, any further
deterioration  in  either  the  U.S.  or international economies would adversely
affect  our  financial  condition  and  results  of  operations.

     OUR SUCCESS RELIES UPON THE GROWTH OF WIRELESS TELECOMMUNICATIONS SERVICES.
The demand for our products will depend in large part upon continued and growing
demand  within the wireless telecommunications industry for power amplifiers and
our  high  speed  wireless  internet  access  products. Although demand for such
products  has  grown  in  recent years, we are not sure whether the quantity and
variety  of  wireless  telecommunication services will continue to grow, or that
such  services  will  create  a  demand  for  our  products.

     OUR LIMITED LACK OF AUTOMATED MANUFACTURING PROCESSES AND OUR DEPENDENCE ON
THIRD  PARTY  MANUFACTURERS  COULD  ADVERSELY  AFFECT  OUR  BUSINESS.  We  have
consistently  reviewed our automated manufacturing needs in order to control our
production  schedule.  To  date,  we  have  not  established  a  fully automated
manufacturing  facility  although  we  have purchased an automated surface mount
machine and reflow process oven. Our wireless internet products are manufactured
at  offshore  facilities which are our sole suppliers. Until such time as we are
able  to  establish  such  facilities,  we expect to be dependent on third party
manufacturers.  We  cannot  be sure that these third party manufacturers will be
able  to  fulfill our production commitment. Furthermore, we do not have written
agreements  with  these manufacturers. Our inability to obtain timely deliveries
of  acceptable  assemblies  could  delay  our ability to deliver products to our
customers,  and  would have a material adverse effect on our business, financial
condition  and  results  of  operations.  In  addition,  if  these manufacturers
increase  their  production  costs,  we  may  not  be  able to recover such cost
increases  under  the  fixed  price  commitments  with  our  customers.

     OUR  LIMITED NUMBER OF SUPPLIERS COULD ADVERSELY AFFECT OUR BUSINESS. Power
transistors  and  certain  other  key  components  used  in our products for our
amplifiers,  as  well  as our wireless internet business are currently available
from  only  a limited number of suppliers. Certain of our suppliers have limited
operating histories and limited financial and other resources. Our suppliers may
prove  to  be  unreliable sources of certain components. Furthermore, we have no
written  agreements  with  our suppliers. In the past, we have not purchased key
components  in  large  volumes  but anticipate that our need for component parts
will  increase.  If we are unable to obtain sufficient quantities of components,
particularly  power  transistors,  we  could  experience delays or reductions in
product  shipments.  Such  delays  or  reductions  could have a material adverse
effect  on  our  business,  financial  condition  and  results  of  operations.
Additionally,  such  delays  or reductions may have a material adverse effect on
our  relationships  with  customers  and  result  in the termination of existing
orders  and/or  a  permanent  loss  in  our  future sales. Our wireless internet
products  are  manufactured at offshore facilities. The lack of supply from this
source  due  to  any  reason  could  adversely  impact  our  business.

                                      -29-
<PAGE>

     OUR  SUCCESS WILL RELY ON OUR ABILITY TO ENTER INTO STRATEGIC PARTNERSHIPS.
We  are  currently  developing  and  expect  to  continue  to  develop strategic
partnerships  and  other  relationships  in  order  to  expand  our  business,
particularly  relationships  with ISPs. The failure to successfully develop such
relationships  could  have  a material adverse effect on our business, financial
condition  and  result  of  operations.

     OUR SUCCESS RELIES ON A SMALL NUMBER OF CUSTOMERS AND OUR SALES ORDERS HAVE
HAD  A HIGH DEGREE OF DELAYS AND CANCELLED ORDERS. In 2000, approximately 75% of
our  net  revenues  were  derived  from  two  customers  (49% and 26%). In 2001,
approximately  74%  of our net revenues were derived from two customers (62% and
12%).  In  the  past  few  years  we  have  experienced  reductions,  delays and
cancellations in orders from our new and existing customers, particularly in the
Korean  marketplace.  We anticipate that sales of our products to relatively few
customers  will  account  for  a majority of our 2002 revenues and that sales to
Korea  during this period are not expected to be significant. The probability of
a  more  diverse  customer  base  is  higher with the addition of our high speed
wireless internet products, but no assurance can be given that this will happen.
The  reduction,  delay  or  cancellation  of  orders  from  one  or  more of our
significant  customers  would  materially  and  adversely  affect  our financial
condition  and  results  of  operation.  Moreover, we may experience significant
fluctuations  in net sales, gross margins and operating results in the future as
a  result  of the uncertainty of such sales. Our wireless internet product sales
are  expected to increase through contracts we have with ISPs. If these sales do
not materialize due to any reason, this would have a significant negative impact
on  our  projected  revenues.

     OUR  LIMITED MARKETING EXPERIENCE (PARTICULARLY FOR OUR HIGH SPEED WIRELESS
INTERNET PRODUCTS), MAY ADVERSELY AFFECT OUR BUSINESS. We have developed a sales
and  marketing  network,  including outside sales agents, which has demonstrated
the  advantages  of  our  products  over  competing  products.  In  order  to be
successful,  we  have  to  maintain  a  leading edge position regarding emerging
wireless  communication  technologies.  To  this end, we continue to upgrade our
sales  and marketing efforts, while maintaining product cost. We may not be able
to  recruit  effective  sales and marketing personnel or agents. We are not sure
whether  our  marketing  efforts  will  be successful or that we will be able to
maintain  competitive  sales and distribution capabilities. In addition, we have
limited experience in the marketing and sales of our wireless internet products,
and  cannot  be  certain  that  this  sector  will  grow in revenue as expected.

     MANAGEMENT  OF  OUR  COMPANY  OWNS  A SIGNIFICANT AMOUNT OF OUR OUTSTANDING
COMMON  STOCK.  Our  officers,  directors  and  persons  who  may  be deemed our
affiliates  beneficially  own,  in  the  aggregate,  and  have the right to vote
approximately  24%  of  our  issued  and outstanding common stock, not including
common  stock  options  they  may  own.  Accordingly,  such  holders may be in a
position to affect the election of all of our directors and control our company.


                                      -30-
<PAGE>
     THE  LIMITED  PUBLIC  MARKET AND TRADING MARKET MAY CAUSE VOLATILITY IN OUR
STOCK  PRICE.  There  has  only  been a public market for our common stock since
January  1997 and we are not sure whether an active trading market in our common
stock  will ever be maintained. In the absence of such a market, you may find it
more difficult to sell our common stock. In addition, the stock market in recent
years  has  experienced  extreme  price  and  volume  fluctuations  that  have
particularly  affected  the  market  prices of many smaller and technology based
companies.  The  trading  price of our common stock is expected to be subject to
significant  fluctuations  in  response to variations in our quarterly operating
results;  changes  in  analysts'  earnings  estimates  regarding  our  Company;
announcements of technological innovations by us or our competitors; and general
conditions  in  the  wireless  communications  industry and other factors. These
fluctuations,  as  well  as  general  economic and market conditions, may have a
material  adverse  effect  on  the  market  price  of  our  common  stock.

     OUR SUCCESS DEPENDS ON OUR ABILITY TO MANAGE THE SIZE OF OUR OPERATIONS. We
downsized some of our operations in order to maintain competitiveness and reduce
our  operating losses. We have also explored joint ventures and mergers in order
to  achieve  these results, but have not consummated any such transaction. If we
do  not  increase  our sales, decrease overhead expenditure or do not adequately
manage  the size of our operations, our results of operations will be materially
adversely  affected.

     DECLINING  AVERAGE  SALES  PRICES  COULD  ADVERSELY AFFECT OUR BUSINESS. If
wireless  internet  and telecommunications customers come under increasing price
pressure  from service providers, we could expect to experience downward pricing
pressure  on  our products. In addition, competition among non-captive amplifier
suppliers  could  increase  the  downward  pricing  pressure  on  our  amplifier
products.  To  date,  we  have  not  experienced such pressure. As our customers
frequently  negotiate  supply  arrangements  with  us  far in advance of product
delivery dates, we often must commit to price reductions before we can determine
whether  cost  reductions  can  be  obtained.  If  we are unable to achieve cost
reductions, our gross margins will decline and our business, financial condition
and  results  of  operations  could  be  materially  and  adversely  affected.

     RAPID  TECHNOLOGICAL  CHANGE AND INTENSE COMPETITION COULD ADVERSELY AFFECT
OUR BUSINESS. The wireless internet and telecommunications equipment industry is
extremely  competitive  and  is characterized by rapid technological change, new
product  development,  product  obsolescence and evolving industry standards. In
addition,  price  competition  in  this  market  is intense and characterized by
significant  price  erosion  over  the  life of a product. Currently, we compete
primarily with non-captive suppliers of power amplification products. We believe
that  our success will be based primarily upon service, pricing, reputation, and
our  ability  to  meet  product  delivery  schedules. Our existing and potential
customers  continuously  evaluate whether to manufacture their own amplification
products  or to purchase such products from outside sources. These customers and
other  large  manufacturers of wireless telecommunications equipment could elect
to  enter  the market and compete directly with us. Many of our competitors have
significantly  greater  financial, technical, manufacturing, sales and marketing
capabilities  and research and development personnel and other resources than us


                                      -31-
<PAGE>
and  have  achieved  greater  name  recognition  of  their existing products and
technologies.  In  order  for  us  to  successfully compete, we must continue to
develop  new  products,  keep  pace  with advancing technologies and competitive
innovations  and successfully market our products. Our inability to successfully
compete  against our larger competitors will have a materially adverse affect on
our  business,  financial condition and operations.

     In  addition,  we  are  not  sure  whether  new  products  or  alternative
technology  will  render  our  current or planned products obsolete or inferior.
Rapid  technological  development  by others may result in our products becoming
obsolete  before  we  recover a significant portion of the research, development
and  commercialization  expenses  we  incurred  with  respect to those products.

     OUR  BUSINESS  WILL  BE  ADVERSELY  AFFECTED  IF WE DO NOT KEEP UP WITH THE
INTERNET'S  RAPID TECHNOLOGICAL CHANGE, EVOLVING INDUSTRY STANDARDS AND CHANGING
USER  REQUIREMENTS.  We  are  currently  developing  new products for high speed
internet  access. To be successful, we must adapt to our rapidly changing market
by  continually  enhancing  the technologies used for Internet access. If we are
unable,  for  technical, legal, financial or other reasons, to adapt in a timely
manner  in  response  to  changing  market  conditions or user requirements, our
business  could  be materially adversely affected. Significant issues concerning
the  commercial  use  of Internet technologies, including security, reliability,
cost,  ease of use and quality of service, remain unresolved and may inhibit the
growth of businesses relying on the Internet. Our future success will depend, in
part,  on  our  ability  to  meet  these  challenges.  Among  the most important
challenges  facing  us  are  the  need  to:

-     effectively  use  established  technologies;

-     continue  to  develop  our  technical  expertise;  and

-     respond  to  emerging  industry  standards  and  other  technical changes.

     All of these changes must be met in a timely and cost-effective manner.  We
cannot  assure  you that we will succeed in effectively meeting these challenges
and  our  failure  to  do so could materially and adversely affect our business.

     RISKS  ASSOCIATED  WITH  SALES  OUTSIDE  OF THE UNITED STATES MAY ADVERSELY
AFFECT  OUR  BUSINESS. International sales represented approximately 83% and 85%
of  our  net  revenues  for  the  years  ended  December  31,  2000  and  2001,
respectively.  We expect that international sales will continue to account for a
significant  portion of our net revenues in the future. To the extent that we do
not  achieve and maintain substantial international sales, our business, results
of  operations  and  financial  condition  could  be  materially  and  adversely
affected.

     Sales  of  our  products outside of the United States are denominated in US
dollars.  An  increase  in  the  value  of  the  U.S. dollar relative to foreign

                                      -32-
<PAGE>
currencies  would  make  our products more expensive and, therefore, potentially
less  competitive  outside  the  United States. Additional risks inherent in our
sales  abroad  include:

-     the  impact  of  recessionary environments in economies outside the United
      States;
-     generally  longer  receivables  collection  periods;
-     unexpected  changes  in  regulatory  requirements;
-     tariffs  and  other  trade  barriers;
-     potentially  adverse  tax  consequences;
-     reduced  protection  for  intellectual  property rights in some countries;
-     the  burdens  of  complying  with  a  wide  variety  of  foreign  laws.

     These  factors may have an adverse effect on our future international sales
and,  consequently,  on  our  business,  financial  condition  and  results  of
operations.

     OUR  OPERATING  RESULTS MAY VARY FROM QUARTER TO QUARTER IN FUTURE PERIODS,
AND  AS  A  RESULT,  OUR  STOCK  PRICE  MAY  FLUCTUATE OR DECLINE. Our quarterly
operating  results may fluctuate significantly in the future due to a variety of
factors  that  could  affect  our  revenues  or  our  expenses in any particular
quarter.  Factors  that  may  affect  our  quarterly  results  include:

-     our  ability  to  attract  and  retain  customers;

-     development  of  competitive  products;

-     the  short  term  nature  of manufacturing and engineering orders to date;

-     unforeseen  changes  in  operating  expenses;

-     the  loss  of  key  employees;  and

-     unexpected  revenue  shortfalls.

     A  substantial  portion  of  our operating expenses is related to personnel
costs  and overhead, which we cannot adjust quickly and are therefore relatively
fixed  in the short term. Our operating expense levels are based, in significant
part,  on  our  expectations  of future revenues on a quarterly basis. If actual
revenues  are  below  our  expectations, our results of operations and financial
condition  would be materially and adversely affected because a relatively small
amount  of  our  costs and expenses are proportionate with revenues in the short
term.

     Due  to  all of the foregoing factors and the other risks discussed in this
Annual  Report,  it  is  possible  that  in  some  future periods our results of
operations may be below the expectations of investors and public market analysts
which  may  cause  our  stock  price  to  fluctuate  or  decline.

     WE  ARE  DEPENDENT  UPON MANAGEMENT AND TECHNICAL PERSONNEL. Our success is
highly  dependent  upon  the  continued  services  of  Devendar Bains, our Chief

                                      -33-
<PAGE>
Executive  Officer  and  Michael  Lawrence,  our  President  and Chief Operating
Officer.  The  employment  agreements terminate April 30, 2005 and September 12,
2004,  respectively,  and  contain  covenants not to compete against our company
following  termination  of employment with our company. We have obtained key man
insurance  on  the  life  of Mr. Bains in the amount of $1,000,000. We cannot be
sure  whether  we will be able to replace either of Messrs. Bains or Lawrence in
the  event  their  services  become  unavailable  (or, in the case of Mr. Bains,
whether  the  proceeds  of such insurance would be adequate to compensate us for
the  loss  of  his  services).

     Due  to  the specialized nature of our business, we are highly dependent on
the  continued  service  of, and on our ability to attract and retain, qualified
technical  and  marketing  personnel,  particularly  those  involved  in  the
development of new products and processes and the manufacture and enhancement of
our existing products. In addition, as part of our team-based sales approach, we
dedicate  specific  design  engineers  to service the requirements of individual
customers.  The  loss of any such engineer could adversely affect our ability to
obtain  future  purchase  orders  from  the customers to which such engineer was
dedicated.  We  have  employment  or non-competition agreements with most of our
current  design  engineers  and  test  technicians.  The  competition  for  such
personnel  is  intense, and the loss of any such persons, as well as the failure
to  recruit  additional key technical personnel in a timely manner, could have a
material  adverse  effect  on  our  business, financial condition and results of
operations.

     WE  RELY  ON  THE  ABILITY TO PROTECT PROPRIETARY TECHNOLOGY; RISK OF THIRD
PARTY  CLAIMS  OF  INFRINGEMENT  MAY AFFECT OUR BUSINESS. Our ability to compete
successfully  and  achieve  future  revenue  growth will depend, in part, on our
ability  to  protect  proprietary technology and operate without infringing upon
the  rights  of  others.  Although  there  are no pending lawsuits regarding our
technology  or  notices that we are infringing upon intellectual property rights
of  others,  litigation  or  infringement  claims  may occur in the future. Such
litigation  or  claims  could  result  in  substantial  costs,  and diversion of
resources  and  could  have a material adverse effect on our business, financial
condition,  and  results  of operations. We generally enter into confidentiality
and  non-disclosure  agreements  with  our  employees  and  limit  access to and
distribution of proprietary information. However, we cannot be sure whether such
measures  will  provide  adequate  protection  for  our  trade  secrets or other
proprietary  information, or whether our trade secrets or proprietary technology
will  otherwise  become known or independently developed by our competitors. Our
failure  to  protect proprietary technology could have a material adverse effect
on  our  business,  financial  condition  and  results  of  operations.

     WE DO NOT PLAN TO PAY DIVIDENDS ON OUR COMMON STOCK. We have never paid any
dividends  on  our common stock and do not intend to pay dividends on our common
stock  in  the  foreseeable  future.  Any  earnings  which we may realize in the
foreseeable  future  will  be  retained  to  finance  our  growth.


                                      -34-
<PAGE>
     GOVERNMENTAL  REGULATIONS  AND  ENVIRONMENTAL  REGULATIONS CAN HAVE A LARGE
IMPACT ON OUR BUSINESS. Our customers must obtain regulatory approval to operate
their  base  stations.  The  United States Federal Communications Commission has
regulations  that  impose  stringent  radio  frequency  and  microwave emissions
standards  on  the  telecommunications  industry.  Our customers are required to
comply  with such regulations. The failure of our customers to comply with these
regulations  could materially adversely affect our business, financial condition
and  results  of operations. We manufacture products according to specifications
provided  by  our  customers,  which  specifications are required to comply with
applicable regulations. We do not believe that costs involved with manufacturing
to  meet specifications will have a material impact on our operations. We cannot
be sure whether the adoption of future regulations would have a material adverse
affect  on  our  business.

     We  are  subject  to  Federal,  state  and  local  governmental regulations
relating to the storage, discharge, handling, emissions, generation, manufacture
and  disposal  of  toxic  or  other hazardous substances used to manufacture our
products.  We  believe  that  we  are  currently  in  compliance in all material
respects  with  such  regulations.  Failure  to  comply  with  current or future
regulations  could result in the imposition of substantial fines on our company,
suspension of our production, alteration of our manufacturing process, cessation
of  our  operations or other actions which could materially and adversely affect
our  business,  financial  condition  and  results  of  operations.

     WE  MAY  NOT  BE ABLE TO COMPLY WITH NASDAQ CONTINUED LISTING REQUIREMENTS.
For  continued listing on The Nasdaq SmallCap Market, a company must have, among
other  things:

-     $2,000,000  in  net  tangible  assets  (which  requirement shall be, as of
      November  1,  2002,  $2,500,000  in  net  assets);
-     $1,000,000  in  market  value  of  public  float;  and
-     a  minimum  bid  price  of  $1.00  per  share.

     Our  common  stock is currently listed on The Nasdaq SmallCap Market. If we
were  unable  to  satisfy  the  requirements for continued listing on The Nasdaq
Small  Cap  Market,  trading  of  our  common  stock  would  be conducted in the
over-the-counter  market.  Transactions  in  the  over-the-counter  market  are
commonly  referred  to  as  "pink  sheet"  or NASD OTC Electronic Bulletin Board
transactions. If trading of our common stock in the over-the-counter market were
to  occur,  the  liquidity  of  our  common  stock would be materially adversely
affected.  Additionally, you may find it more difficult to dispose of, or obtain
accurate  quotations  as to the price of, our common stock. Our Annual Report on
Form 10-KSB for the period ended December 31, 2001 indicates net tangible assets
of  $2,172,639.  We  cannot  be  sure  whether,  and  for how long, listing will
continue.

     PENNY STOCK REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF
OUR  SECURITIES. The SEC has adopted regulations which generally define a "penny
stock"  to be any equity security that has a market price of less than $5.00 per
share  or  an  exercise  price  of less than $5.00 per share, subject to certain
exceptions.  Since  our common stock is listed on The Nasdaq SmallCap Market, it
is  exempt  from the definition of "penny stock." If our common stock is removed

                                      -35-
<PAGE>
from  listing by The Nasdaq SmallCap Market, our common stock may become subject
to  the  "penny stock" rules. These rules would impose additional sales practice
requirements  on  broker-dealers  who sell such securities to persons other than
established  customers  and accredited investors (generally those with assets in
excess  of  $1,000,000 or annual income exceeding $200,000, or $300,000 together
with  their  spouse). For transactions covered by these rules, the broker-dealer
must:

-     make a special suitability determination with respect to each purchaser of
      securities;

-     receive  the  purchaser's  written consent to the transaction prior to the
      purchase;

-     deliver, prior to the purchase, a risk disclosure document mandated by the
      SEC  relating  to  the  penny  stock  market;

-     disclose  the  commission  payable  to  both  the  broker-dealer  and  the
      registered  representative;

-     disclose  current  quotations  for  such  securities;

-     disclose whether the broker-dealer has control over the particular market;
      and

-     deliver  monthly  statements  disclosing  recent price information for the
      securities  and  information  on  the  limited  market  in  penny  stocks.

     Consequently,  the  "penny  stock"  rules  may  restrict  the  ability  of
broker-dealers  to sell our securities and adversely affect your ability to sell
our  securities  in  the secondary market and the price of our securities in the
secondary  market.

     ANTI-TAKEOVER  PROVISIONS MAY ADVERSELY AFFECT THE VALUE OF OUR OUTSTANDING
SECURITIES. Pursuant to our Certificate of Incorporation, our Board of Directors
may  issue  up  to  1,000,000  shares of preferred stock in the future with such
preferences,  limitations  and  relative  rights  as  they may determine without
stockholder  approval.  As of December 31, 2001, there were 55,000 shares of our
Series  B  Preferred  Stock  outstanding  (all  of  which converted in the first
quarter  of 2002). The rights of the holders of our common stock will be subject
to, and may be adversely affected by, the rights of the holders of any preferred
stock  outstanding  or  that  may  we  may  issue in the future. The issuance of
preferred  stock,  while  providing  flexibility  in  connection  with  possible
acquisitions  and other corporate purposes, could have the effect of delaying or
preventing  a  change  in  control  of our company without further action by the
stockholders.  In  addition,  we  are subject to the anti-takeover provisions of
Section  203  of  the Delaware General Corporation Law. Section 203 prohibits us
from engaging in a "business combination" with an "interested stockholder" for a
period  of  three  years  after the date of the transaction in which the persons
became an interested stockholder, unless the business combination is approved in
a  prescribed  manner. The application of Section 203 also could have the effect
of  delaying  or  preventing  a  change  of  control  of  our  company.

     ADDITIONAL  AUTHORIZED SHARES OF COMMON STOCK AND PREFERRED STOCK AVAILABLE
FOR  ISSUANCE  MAY  ADVERSELY  AFFECT  THE  MARKET.  We  are authorized to issue
25,000,000  shares  of  our  common  stock.  As of December 31, 2001, there were
7,892,661  shares  of our common stock issued and outstanding, which amount does
not  include:


                                      -36-
<PAGE>
-     the option to purchase up to 140,000 shares of our common stock granted to
the underwriter of our initial public offering at an exercise price of $7.50 per
share;

-     50,000  shares  of  our common stock issuable upon exercise of warrants at
      $4.00  per  share;
-     67,500  shares  of  our common stock issuable upon exercise of warrants at
      $2.50  per  share;
-     20,000  shares  of  our common stock issuable upon exercise of warrants at
      $1.00  per  share;
-     30,000  shares  of  our common stock issuable upon exercise of warrants at
      $6.00  per  share;
-     50,000  shares  of  our common stock issuable upon exercise of warrants at
      $2.00  per  share;
-     20,000  shares  of  our common stock issuable upon exercise of warrants at
      $7.00  per  share;
-     141,000  shares  of our common stock issuable upon exercise of warrants at
      $1.75  per  share;
-     41,500  shares  of  our common stock issuable upon exercise of warrants at
      $1.80  per  share;
-     307,500  shares  of our common stock issuable upon exercise of warrants at
      $3.00  per  share;
-     55,000  shares  of  our common stock issuable upon exercise of warrants at
      $1.20  per  share;
-     100,000  shares  of our common stock issuable upon exercise of warrants at
      $5.00  per  share;  and
-     2,181,000  shares  of  our  common stock issuable upon exercise of options
      granted  to our employees and Directors at exercise prices ranging between
      $1.25 and  $4.00  per  share.

     As of December 31, 2001, after reserving a total of 3,203,500 shares of our
common  stock  for  issuance  upon  the  exercise  of  all  options and warrants
described  above  and  324,486 freely tradable shares to be issued in connection
with  the settlement of our class action lawsuit described in our public filings
(which  was  issued  in  March 2002), we will have at least 13,579,353 shares of
authorized  but  unissued  common  stock  available for issuance without further
shareholder  approval (not including the shares of Common Stock that were issued
upon  conversion  of our Series B Preferred Stock in the first quarter of 2002).
Any  issuance  of  additional  shares  of our common stock may cause our current
shareholders  to  suffer  significant  dilution  which  may adversely affect the
market  for  our  securities.

     In  addition, we have 1,000,000 shares of authorized preferred stock. As of
December  31,  2001,  55,000  shares  of  preferred  stock  has  been issued and
designated  as Series B Preferred Stock (all of which was converted in the first
quarter  of 2002). There are no other shares of preferred stock currently issued
or outstanding. While we have no present plans to issue any additional shares of
preferred  stock,  our Board of Directors has the authority, without shareholder
approval,  to create and issue one or more series of such preferred stock and to
determine  the  voting,  dividend  and other rights of holders of such preferred
stock.  The  issuance of any of our preferred stock could have an adverse effect
on  the  holders  of  our  common  stock.

                                      -37-
<PAGE>

     SHARES  ELIGIBLE  FOR  FUTURE  SALE MAY ADVERSELY AFFECT THE MARKET. [SN TO
UPDATE]  As  of  December  31, 2001, we had 7,892,661 shares of our common stock
issued  and  outstanding (not including 324,486 freely tradable shares of common
stock to be issued in connection with the settlement of our class action lawsuit
described  in  our  public  filings).  Of  these  7,892,661 shares of issued and
outstanding  common  stock,  approximately  4,832,790  shares  are  considered
"restricted  securities".  These "restricted securities" may be sold pursuant to
Rule  144  of  the  Securities  Act  of  1933  as  follows:

-     4,405,790  shares  of  our  common stock may currently be sold pursuant to
      Rule  144;  and

-     427,000  shares  of  our  common  stock  may  be sold pursuant to Rule 144
      commencing  July  2002.

      Rule  144  provides,  in  essence,  that  a  person  holding  "restricted
      securities"  for a period of one year may sell only an amount every three
      months equal  to  the  greater  of:

(a)   one  percent  of  the  Company's  issued  and  outstanding  shares;  or

(b)   the  average  weekly  volume  of  sales  during  the four calendar weeks
      preceding  the  sale.

     The  amount  of  "restricted  securities"  which  a  person  who  is not an
affiliate  of  our  company  may sell is not so limited. Non-affiliates may sell
without  volume  limitation their shares held for two years if there is adequate
current  public  information  available  concerning  our  company.

     The  sale  in  the  public  market of our common stock may adversely affect
prevailing  market  prices  of  our  common  stock.

     THE  EXERCISE  OF OUTSTANDING OPTIONS AND WARRANTS MAY ADVERSELY AFFECT THE
MARKET  FOR  OUR  COMMON  STOCK.  As  of December 31, 2001, we had the following
outstanding  stock  options and warrants to purchase shares of our common stock:

-     warrants  to  purchase  67,500  shares  of our common stock at an exercise
      price  of  $2.50  per  share;
-     warrants  to  purchase  50,000  shares  of our common stock at an exercise
      price  of  $4.00  per  share;
-     warrants  to  purchase  20,000  shares  of our common stock at an exercise
      price  of  $1.00  per  share;
-     warrants  to  purchase  140,000  shares of our common stock at an exercise
      price  of  $7.50  per  share;


                                      -38-
<PAGE>
-     warrants  to  purchase  30,000  shares  of our common stock at an exercise
      price  of  $6.00  per  share;
-     warrants  to  purchase  20,000  shares  of our common stock at an exercise
      price  of  $7.00  per  share;
-     warrants  to  purchase  50,000  shares  of our common stock at an exercise
      price  of  $2.00  per  share;
-     warrants  to  purchase  141,000  shares of our common stock at an exercise
      price  of  $1.75  per  share;
-     warrants  to  purchase  41,500  shares  of our common stock at an exercise
      price  of  $1.80  per  share;
-     warrants  to  purchase  307,500  shares of our common stock at an exercise
      price  of  $3.00  per  share;
-     warrants  to  purchase  55,000  shares  of our common stock at an exercise
      price  of  $1.20  per  share;  and
-     warrants  to  purchase  100,000  shares of our common stock at an exercise
      price  of  $5.00  per  share;

     In  addition,  we  have  reserved  2,181,000 shares of our common stock for
issuance  pursuant  to  outstanding employee stock options.  The exercise of our
outstanding  options  and  warrants  will dilute the percentage ownership of our
stockholders.  Sales  in  the  public market of our common stock underlying such
options or warrants may adversely affect prevailing market prices for our common
stock.  Moreover,  the  terms  upon  which  we will be able to obtain additional
equity  capital  may be adversely affected since the holders of such outstanding
securities can be expected to exercise their respective rights therein at a time
when  we would, in all likelihood, be able to obtain any needed capital on terms
more  favorable  to  us  those  provided  in  such  securities.

     LIMITATION  ON  DIRECTOR  LIABILITY  MAY  ADVERSELY AFFECT THE VALUE OF OUR
COMMON  STOCK.  As  permitted  by Delaware law, our Certificate of Incorporation
limits  the  liability of our directors for monetary damages for breach of their
fiduciary  duty  except  for  liability in certain instances. As a result of our
charter  provision  and  Delaware  law,  you  may have limited rights to recover
against  our  directors  for  breach  of  their  fiduciary  duty.

ITEM  2.  PROPERTIES.
          -----------

     The Company leases (from an unaffiliated party) approximately 11,000 square
feet,  at  59 LaGrange Street, Raritan, NJ  08869, which serves as the Company's
executive  offices  and  manufacturing facility.  The lease term expires on July
13,  2004.  The annual rental is $71,250 plus the Company's share of real estate
taxes  and  other  occupancy  costs.  The  Company established a sales office in
India  in  April  2001.  The  annual rental is approximately $4,000.  This lease
expires  in  April  2002.

ITEM  3.  LEGAL  PROCEEDINGS
          ------------------

     The  Company  is  not  a  party  to  any  material  pending  litigation  or
governmental proceedings that, management believes, would result in judgments or
fines  that  would  have  a  material  adverse  effect  on  the  Company.

                                      -39-
<PAGE>
ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.
          ------------------------------------------------------------

     On December 27, 2001, the Company held an annual meeting of stockholders to
vote  on  the  election  of  directors  and  the  ratification  of the Company's
independent  auditors.  Of  the  7,892,661  shares of the Company's Common Stock
entitled  to  vote  at  the meeting, holders of 5,986,893 shares were present in
person  or  were  represented  by  proxy  at  the  meeting.

     The  directors elected at the meeting and the results of the voting were as
follows:

                                  For            Withheld
                                  ---            --------

     Devendar  S.  Bains      5,618,639          364,454
     Tarlochan  Bains         5,618,639          364,454
     Charles  J.  Ritchie     5,618,639          364,454
     Manish  V.  Detroja      5,618,639          364,454

     The  above  represented all of the directors of the Company on December 27,
2001.

     The  shares  voted  regarding the Board of Directors' proposal to amend the
Company's  1996  Stock  Option  Plan,  were  as  follows:

     For:         5,818,626
     Against:     156,837
     Abstain:     10,630

     The  shares  voted regarding the Board of Directors' proposal to select the
accounting  firm  of Grant Thornton LLP, to serve as independent auditors of the
Company,  were  as  follows:

     For:         5,965,938
     Against:     9,205
     Abstain:     10,950

     On  February 15, 2002, the Board voted to dismiss Grant Thornton LLP as the
Company's  independent auditors and engage Kahn Boyd Levychin LLP as independent
auditors  of  the  Company.

                                     PART II
                                     -------

ITEM  5.  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
          -------------------------------------------------------
          STOCKHOLDER  MATTERS.
          ---------------------

     The  Company's  Common  Stock  and Warrants commenced trading on the Nasdaq
Small  Cap  Market on January 22, 1997.  The Warrants were redeemed in May 2000.

                                      -40-
<PAGE>
The  Common  Stock  is regularly quoted and traded on the Nasdaq SmallCap Market
under  the  symbol  AMPD.

     The  following  table  sets forth the range of  high and low closing prices
for  the  Company's  Common  Stock  and  Warrants  for  fiscal 1999, fiscal 2000
(through  May  16,  2000  for  the  Warrants), fiscal 2001 and for the period of
January  1, 2002 up to March 31, 2002 as reported by the Nasdaq SmallCap Market.
The  trading  volume  of  the Company's securities fluctuates and may be limited
during  certain  periods.  As  a  result,  the liquidity of an investment in the
Common  Stock  may  be  adversely  affected.

Common  Stock
-------------

          1999  Calendar  Year                   High             Low
          --------------------                   ----             ---

          January  1  -  March  31               2.625           1.094
          April  1  -  June  30                  4.500           1.844
          July  1  -  September  30             12.250           1.344
          October  1  -  December  31           10.125           5.375

          2000  Calendar  Year
          --------------------

          January  1  -  March  31              11.500           5.313
          April  1  -  June  30                  7.250           3.063
          July  1  -  September  30              4.563           2.438
          October  1  -  December  31            4.000           1.031

          2001  Calendar  Year
          --------------------
          January  1  -  March  31              2.7813           1.250
          April  1  -  June  30                   1.95            1.13
          July  1  -  September  30               1.57             .79
          October  1  -  December  31             1.25             .69

          2002  Calendar  Year
          --------------------
          January  1  -  March  31                1.37             .86

Warrants
--------

          1999  Calendar  Year
          --------------------

          January  1  -  March  31               .406             .031
          April  1  -  June  30                  .906             .281
          July  31  -  September  30            6.000             .313
          October  31  -  December  31          4.500            1.500



                                      -41-
<PAGE>
          2000  Calendar  Year
          --------------------

          January  1  -  March  31              5.500            1.500
          April  1  -  May  16                  2.125            .0312

     On March 31, 2002, the closing price of the Common Stock as reported on the
Nasdaq SmallCap Market was $1.01.  On March 31, 2002 there were 9,668,341 shares
of  Common  Stock outstanding, held of record by approximately 80 record holders
(with  over  2,300  beneficial  owners).

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
          -------------------------------------------
          FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS.
          --------------------------------------------------

Results  of  Operations - Fiscal Year ended December 31, 2001 compared to Fiscal
Year  ended  December  31,  2000

     Revenues  for  the  fiscal  year  ended  December  31,  2001 decreased from
$2,595,090  to $2,205,429, or 15% compared to the fiscal year ended December 31,
2000.  The primary reason for the decrease was the general decline in purchasing
of  equipment  by  the  telecommunications  industry.

     The majority of the sales for the year 2001 were obtained from the Wireless
Local  Loop  amplifier products to a major European customer.  The  Company has
also supplied 900 MHz cellular multi carrier linear amplifiers  to  its  major
North American customer, as well as 3.5GHz amplifiers for  the  wireless  local
loop  products.

     The  Company  has  continued  to  develop  its  IMT 2000 amplifiers for the
worldwide  3G  market,  however, deployment of this technology has been delayed.
The  Company  has  focused  its  sales  and marketing efforts in the more stable
United  States, European and Canadian markets. It is maintaining a more cautious
approach  towards  the  South  Korean  market  due  to  the significant currency
fluctuations and purchase order cancellations during the past few years in South
Korea.

     Cost  of  sales  as  a  percentage  of  sales was 58% during the year ended
December  31,  2001,  compared  to  95%  during  the  same period for 2000. This
decrease  can  be  attributed  a  reallocation  of  resources  to developing new
products and markets and the maturation of our manufacturing processes resulting
in  substantial  reductions  in  production  costs. Our fixed overhead costs are
relatively  high  for our current sales volume. An increase in inventory held at
year-end  for  production  orders  is  consistent with production runs and order
backlog.  The Company is continuing to assess cost reduction of its products and
sales  volume  increases  to  improve  gross  margins  in  2002.

     Selling,  general  and administrative expenses decreased in 2001 by $81,680
to  $1,904,490 from $1,986,170, in 2000. Expressed as a percentage of sales, the

                                      -42-
<PAGE>
selling,  general  and administrative expenses were 86% in 2001 and 77% in 2000.
The  principal  factors  contributing  to  the  increase in selling, general and
administrative  expenses  were related to decreases in advertising, depreciation
and  professional  fees.

     Research,  engineering  and  development  expenses were 27% of net sales in
2001  compared  to  23% in 2000. In 2001 and 2000, the principal activity of the
business  related to the design and production of product for OEM manufacturers,
particularly for the IMT 2000 and 3.5 GHz single channel products. The research,
engineering  and  development  expenses  consist  principally of salary cost for
engineers  and  the  expenses of equipment purchases specifically for the design
and  testing  of  the  prototype products. Research, engineering and development
expenses remained relatively unchanged from 2000 to 2001. The Company's research
and  development  efforts  are  influenced  by  available funds and the level of
effort  required  by  the  engineering  staff  on  customer  specific  projects.

     The  Company had interest income and other income in 2001 of $50,915 due to
influx  of  new  capital  during  2000  and 2001 from our private placements and
exercise  of  warrants  and options. Interest and other income is lower than the
2000  amount  due  to the consistency of amounts in interest bearing accounts in
2001  compared  to  2000.  The  Company  also sold New Jersey Net operating loss
carryforwards  pursuant  to  the  New  Jersey  Technology  Certificate  Transfer
Program,  in  both  2001  and  2000.

     Interest  expense decreased in 2001 because of the decrease in balances due
on  capitalized  leases  on  test  equipment.

     Estimated and actual litigation settlement costs have been provided in both
2001  and 2000, to reflect our estimated or known exposure in litigation against
the  Company,  as  well  as  the actual cost of the settlement of a class action
lawsuit  in 2001 with a cash cost of $50,000 to the Company plus the issuance of
free-trading  common  shares  valued  at  $500,000.

     Stock  compensation  and  financing expenses of $140,000 for the year ended
December  31, 2001 compared to $114,546 for the comparable 2000 period is due to
the  financing  cost  associated  with  warrants  extended  and  shares  issued.

     As  a  result  of  the  foregoing,  the  Company  incurred  net  losses  of
($2,024,882)  or  ($.26) per share for the year ended December 31, 2001 compared
with net losses of ($2,440,045) or ($.34) per share for the same period in 2000.

Results  of  operations - Fiscal year ended December 31, 2000 compared to Fiscal
Year  ended  December  31,  1999.

     Revenues  for  the  fiscal  year  ended  December  31,  2000 increased from
$2,150,707  to $2,595,090, or 20% compared to the fiscal year ended December 31,
1999.  The  primary  reason  for  the  increase  was  greater  sales to existing
customers  of  the  NMT-450  multicarrier  amplifier for the wireless local loop
amplifiers  and the initial sales of our recently introduced High Speed Wireless
Internet  Access  Products.  This  was offset by a decrease in 1999 sales of our
Digital  PCS  Products  to  a  Korean  customer  which  did  not  occur in 2000.


                                      -43-
<PAGE>
     The majority of the sales for the year 2000 were obtained from the Wireless
Local  Loop  amplifier products and filter diplexer products to a major European
customer.  The  NMT  450  amplifiers  were  shipped  primarily  to a major North
American  customer. The Company has also supplied 900 MHz cellular multi carrier
linear amplifiers to its major North American customer, as well as prototypes of
its  3.5GHZ  amplifier  for  the  wireless  local  loop  products.

     The  Company received a purchase order to develop an IMT 2000 amplifier for
the  South Korean market. The product is under development and is expected to be
shipped  sometime  in  2001.  The  Company  has  focused its sales and marketing
efforts  in  the more stable United States, European and Canadian markets. It is
maintaining a more cautious  approach towards the South Korean market due to the
significant  currency  fluctuations  and purchase order cancellations during the
past  few  years  in  South  Korea.

     Cost  of  sales  as  a  percentage  of  sales was 95% during the year ended
December  31,  2000,  compared  to  93%  during  the same period for 1999.  This
increase  can  be  attributed  to  a  larger  diverse  product  range  which was
introduced  in  2000, requiring smaller production runs and higher set up costs.
Our  fixed  overhead  costs are relatively high for our current sales volume.  A
decrease  in inventory held at year end for production orders is consistent with
the  smaller  scale  production runs.   The Company is continuing to assess cost
reduction of its products and sales volume increases to improve gross margins in
2001.

     Selling,  general and administrative expenses increased in 2000 by $382,683
to $1,986,170 from $1,603,487, in 1999.  Expressed as a percentage of sales, the
selling,  general  and administrative expenses were 77% in 2000 and 75% in 1999.
The  principal  factors  contributing  to  the  increase in selling, general and
administrative  expenses  were  related  to  the  increase  in  advertising  and
marketing  costs related to new amplifiers and High Speed Wireless products, and
higher  professional  fees  associated  with  litigation  against  the  Company.

     Research,  engineering  and  development  expenses were 23% of net sales in
2000  compared  to 27% in 1999.  In 2000, the principal activity of the business
related  to  the  design  and  production  of  product  for  OEM  manufacturers,
particularly  for  the NMT-450 multichannel products.  The research, engineering
and  development  expenses  consist principally of salary cost for engineers and
the  expenses  of equipment purchases specifically for the design and testing of
the  prototype  products.  The  increase  in  2000  by  $10,215 to $590,496 from
$580,281  in  1999  in  research,  engineering  and  development  expenses,  was
principally  attributed  to  the  extra  cost  of components required and to the
testing of the more diverse products related to the High Speed Wireless Internet
Access  products.  The Company's research and development efforts are influenced
by  available funds and the level of effort required by the engineering staff on
customer  specific  projects.

                                      -44-
<PAGE>
    The Company had interest income and other income in 2000 of $116,870 due to
influx  of  new  capital  during  1999  and 2000 from our private placements and
exercise of warrants and options.  Interest and other income is greater than the
1999  amount  due  to the consistency of amounts in interest bearing accounts in
2000  compared  to  1999.  The  Company  also sold New Jersey Net operating loss
carryforwards  pursuant  to  the  New  Jersey  Technology  Certificate  Transfer
Program,  in  both  1999  and  2000.

     Interest  expense  decreased  in  2000  because of the repayment of certain
capitalized  leases  on  test  equipment.

     Estimated  litigation  settlement costs have been provided in both 1999 and
2000,  to  reflect  our  estimated  or  known exposure in litigation against the
Company.

     Stock  compensation  and  financing expenses of $114,545 for the year ended
December  31,  2000 compared to $1,721,450 for the comparable 1999 period is due
to  fewer below market issuances of stock options in 2000 and fewer issuances of
stock  options  or  warrants  to  non-employees.

     As a result of the foregoing, the Company incurred net losses of $2,440,045
or  ($.34)  per  share  for  the  year ended December 31, 2000 compared with net
losses  of  ($3,535,689)  or  ($.62)  per  share  for  the  same period in 1999.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  December  31,  2001,  the  Company had cash and cash equivalents of
$697,940.  The  Company used $1,268,202 of cash and cash equivalents during 2001
to  fund  our  operating  loss.

     During  2001,  the  Company  raised  $1,054,750  ($180,000  of  which  was
receivable  but  not  collected  at December 31, 2001) from the privately placed
sale  of  securities  and  from the exercise of warrants and options, which were
used for working capital purposes. The Company has several lease obligations for
its  premises  and certain equipment and an automobile requiring minimum monthly
payments  of  approximately  $5,900  through  2004. Although the Company did not
convert  salaries  to  officers through the issuance of Common Stock in 2001, it
may  to  do  so  in  2002.

     The  Company  continues  to  explore  strategic  relationships  with ISP's,
customers  and  others,  which  could  involve  jointly  developed  products,
revenue-sharing models, investments in or by the Company, or other arrangements.
There  can  be  no  assurance  that a strategic relationship can be consummated.

     The  Company  settled a class action lawsuit and another litigation matter.
The class action resulted in a cost to the Company of $550,000, $50,000 of which
was cash and $500,000 in the Company's common stock. The other matter requires a
$25,000  payment  per  quarter  through  June  2002.


                                      -45-
<PAGE>
     The  Company  believes  that  the  net  proceeds  of  the Company's private
placements  in  2001, 2000 and 1999, the planned private placements in 2002 and,
option  and  warrant  exercises,  if  any, and cash generated from revenues will
permit  it  to  continue  to  meet  its working capital obligations and fund the
further  development  of  its  business  for the next 12 months. Further, in the
past,  the  officers of the Company have deferred a portion of their salaries or
provided  loans  to the Company to meet short-term liquidity requirements. Where
possible, the Company has issued stock or granted warrants to certain venders in
lieu  of  cash  payments, and may do so in the future. There can be no assurance
that  any  additional  financing  will be available to the Company on acceptable
terms,  or  at  all.  If  adequate  funds  are not available, the Company may be
required  to  delay,  scale  back  or  eliminate  its  research, engineering and
development  or manufacturing programs or obtain funds through arrangements with
partners  or others that may require the Company to relinquish rights to certain
of  its  technologies  or  potential  products or other assets. Accordingly, the
inability  to  obtain such financing could have a material adverse effect on the
Company's  business,  financial  condition  and  results  of  operations.

ITEM  7.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA.
          -----------------------------------------------

     See  financial  statements  following Item 13 of this Annual Report on Form
10-KSB.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENT  WITH  ACCOUNTANTS
          -------------------------------------------------
          ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURE.
          -------------------------------------------

     On  February  15, 2002, Grant Thornton LLP ("Grant Thornton") was dismissed
as the independent accountant for the Company.  The reports of Grant Thornton on
the  Company's  financial  statements within the two most recent fiscal years or
any  subsequent  interim  period,  contain  no  adverse opinion or disclaimer of
opinion  and  were  not  qualified or modified as to uncertainty, audit scope or
accounting  principles.

     The Company's Board of Directors and Audit Committee approved the dismissal
of  Grant  Thornton.  During the two most recent fiscal years and any subsequent
interim  period  preceding  Grant  Thornton's  dismissal,  there  were  no
disagreement(s)  with  Grant  Thornton on any matter of accounting principles or
practices,  financial statement disclosure or auditing scope or procedure, which
disagreement(s),  if  not  resolved to the satisfaction of Grant Thornton, would
have caused it to make reference to the subject matter of the disagreement(s) in
connection  with  its  report.

     No  "reportable  events" (as defined in Item 304 (a) (1) (iv) of Regulation
S-B)  occurred  during  the  Company's  two  most  recent  fiscal  years and any
subsequent  interim  period,  preceding  the accounting firm of Grant Thornton's
dismissal.


                                      -46-
<PAGE>
                                    --------
                                    PART III
                                    --------

ITEM  9.DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL  PERSONS;
        ------------------------------------------------------------------
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF THE REGISTRANT
        -------------------------------------------------------------------

     The  names  and ages of the directors and executive officers of the Company
as  of  the  date  of  this  filing  are  set  forth  below:

NAME                     AGE    POSITION(S)  WITH  THE  COMPANY
----                     ---    -------------------------------
Devendar  S.  Bains*     51     Chairman of the Board, Chief Executive Officer,
                                Treasurer  and  Director

Michael  E.  Lawrence    54     President  and  Chief  Operating  Officer

Tarlochan  Bains         52     Vice  President-Operations  and  Director

Nirmal  Bains            44     Secretary

Charles  J.  Ritchie*    58     Director

Manish  V.  Detroja*     34     Director

  *  Member  of  the  Compensation  Committee  and  Audit  Committee.

BACKGROUND  OF  EXECUTIVE  OFFICERS  AND  DIRECTORS

DEVENDAR  S.  BAINS  has  been  Chairman  of the Board, Chief Executive Officer,
Treasurer  and  a  director  of the Company since its inception in 1988.  He was
also  President of the Company from inception through September 2001.  From 1983
to  1988  Mr.  Bains was Group Project Leader of Amplifier division of Microwave
Semiconductor  Corporation.  Previously,  Mr.  Bains  was  employed at G.E.C. in
Coventry,  England.  Mr.  Bains  received  a  Bachelors  Degree  in  Electronic
Engineering  from  Sheffield  University,  England,  and  a  Masters  Degree  in
Microwave  Communications  from  the University of Leeds and Sheffield, England.
Mr.  Bains  is  the  brother of Tarlochan Bains and the husband of Nirmal Bains.

MICHAEL  E.  LAWRENCE  joined the Company in September 2001 as its President and
Chief  Operating  Officer.  Mr.  Lawrence has over thirty years of experience in
the  international communications industry.  From January 2001 through September
2001,  he  acted  as managing partner of Technology Consulting Group, a wireless
engineering  and design consulting company.  From November 1999 through December
2000,  he  was president and chief executive officer of Intercontinental Telecom
Corporation,  a  Brazilian  IP  network  company.  From  November  1997  through


                                      -47-
<PAGE>
November  1999  he  was  a director of network integration and design at Alcatel
Telecom  (Brazil),  a  telecommunications  company.  From September 1994 through
November  1997,  he  worked  as technical services director and network wireless
director  for AT&T (Brazil) and Lucent Technologies (Brazil).  From January 1970
through  September  1994,  he  worked in various management capacities for AT&T.
Mr.  Lawrence  holds  a  BS  in  Management  from  North  Central  College.

TARLOCHAN  BAINS  has  been  Vice President of Operations since March 2000 and a
director  since  1991.  From  1991 through March 2000, he was the Company's Vice
President  of  Sales and Marketing.  Previously, Mr. Bains was Technical Manager
at  Land  Rover  in  Solihull,  England.  He  has  a  Higher National Diploma in
Mechanical  Engineering  from Hatfield Polytechnic, England and a Masters Degree
in  Automotive Engineering from Cranfield Institute of Technology, England.  Mr.
Bains  is  the  brother  of  Devendar  S. Bains and the brother-in-law of Nirmal
Bains.

NIRMAL  BAINS has been Secretary of the Company since 1989.  She has a degree in
Computer  Programming  from  Cittone Institute in New Jersey.  Mrs. Bains is the
wife  of  Devendar  S.  Bains  and  the  sister-in-law  of  Tarlochan  Bains.

CHARLES  J.  RITCHIE  was  elected  to  the Board of Directors of the Company in
February  1998.  Mr.  Ritchie has had a 32 year career with Lucent Technologies,
formerly  AT&T,  with  assignments  that  included  Product  Management, Account
Management,  AT&T  Divestiture  Planning,  National  Cellular  Sales Manager for
non-Wireline Companies, International Wireless Product Support, and many others.
Since  1992, Mr. Ritchie has been an International Business Development director
for  Europe,  Middle East and Africa for the Network Wireless Division at Lucent
Technologies.  Marketing,  sales  and  business  development  education  and
experience  were  accrued  over  his  business  career.  Mr.  Ritchie received a
Bachelors  Degree  in  Electrical  Engineering  at  Youngstown  University  and
continued with graduate work in Electrical Engineering at Ohio State University.

MANISH  V.  DETROJA  was  elected  to  the  Board of Directors of the Company in
February  1998.  Mr.  Detroja  has  been  with  Current Circuits Inc. ("CCI"), a
private  company  engaged in the manufacturing of printed circuit boards for the
electric  industry,  since  its  inception  in  May of 1989.  From 1989-1993 Mr.
Detroja  was  the production manager for CCI and from 1993-1996 he was its sales
manager  for  the entire United States.  He is currently the president and chief
executive  officer  of  CCI.  Mr. Detroja is a graduate of Temple University and
has  a  B.S.  in  Electrical  Engineering  Technology.

     The  Company  has  established  an  audit  committee  and  a  compensation
committee.

     The audit committee reviews, among other matters, the professional services
provided  by  the  Company's  independent  auditors,  the  independence  of such
auditors  from management of the Company, the annual financial statements of the
Company  and  the  Company's  system of internal accounting controls.  The audit

                                      -48-
<PAGE>
committee  also  reviews  such  other  matters  with  respect to the accounting,
auditing  and  financial reporting practices and procedures of the Company as it
may find appropriate or as may be brought to its attention.  The audit committee
has  adopted  an  audit  committee  charter.

     The  audit  committee  has  reviewed  and  discussed  the audited financial
statements included in the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2001 with management.  The audit committee has discussed
with the independent auditors the matters required to be discussed by SAS 61, as
may  be  modified or supplemented.  The audit committee has received the written
disclosures  and  the  letter  from  the  independent  auditors  required  by
Independence Standards Board Standard No. 1, as may be modified or supplemented,
and  has  discussed  with  the  independent auditors the auditors' independence.
Based on the review and discussions noted above, the audit committee recommended
to  the  Board of Directors that the audited financial statements be included in
the  Company  2001  Annual  Report  on  Form  10-KSB.

     The audit committee consists of three members, two of whom (Messrs. Ritchie
and  Detroja)  are "independent" (as defined in the listing standards maintained
by  the  Nasdaq  Stock  Market).  Mr.  Devendar Bains is the third member of the
committee.  The  audit  committee  met  four  times  during  fiscal  year  2001.

     For  the  year  ended  December 31, 2001, the Company incurred professional
fees  to  its  auditors  in  the  amount of $62,220, of which $30,000 related to
auditing  services  and  $32,220  related  to  all other services.  No non-audit
services  have  been  provided  to  the  Company  by  its  current  auditor.

     The  compensation  committee  reviews  executive  salaries, administers any
bonus,  incentive  compensation  and  stock  option  plans  of  the Company, and
approves  the  salaries  and  other  benefits  of  the executive officers of the
Company.  In  addition,  the  compensation committee consults with the Company's
management  regarding pension and other benefit plans, and compensation policies
and  practices  of the Company.  The compensation committee consists of Devendar
S.  Bains, Charles J. Ritchie and Manish V. Detroja.  The compensation committee
met  four  times  during  fiscal  year  2001.

     Each non-employee director of the Company is entitled to receive reasonable
out-of-pocket  expenses incurred in attending meetings of the Board of Directors
of  the  Company.  Directors  who  are employees of the Company are not paid any
fees  or  other  remuneration for service on the Board or any of the committees.
Each non-employee director may receive options to purchase Common Stock or other
remuneration.  The  members  of  the  Board of Directors intend to meet at least
quarterly during the Company's fiscal year, and at such other times duly called.


                                      -49-
<PAGE>
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

     Section  16(a)  of the Securities Exchange Act of 1934 (the "Exchange Act")
requires  the  Company's  directors  and executive officers, and persons who own
more  than  ten  percent  (10%)  of  a  registered class of the Company's equity
securities,  to  file  with  the  Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of common stock
and  other  equity  securities  of the Company.  Officers, directors and greater
than  ten  percent  stockholders  are  required by SEC regulation to furnish the
Company  with  copies  of  all  Section  16(a)  forms  they  file.

     To  the  Company's knowledge, based solely upon its review of the copies of
such  reports  furnished to the Company during the year ended December 31, 2001,
all  Section 16(a) filing requirements applicable to its officers, directors and
greater  than  ten  percent  beneficial  owners  were  satisfied.

ITEM  10.     EXECUTIVE  COMPENSATION
              -----------------------

COMPENSATION  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

SUMMARY  COMPENSATION  TABLE

     The  following  table  sets  forth  the  aggregate compensation paid by the
Company  for  the  years  ended  December  31, 1999, 2000 and 2001 for its Chief
Executive  Officer and Vice President, respectively.  No other employee received
compensation  in  excess of $100,000.  Each non-employee director of the Company
is  entitled  to receive reasonable out-of-pocket expenses incurred in attending
meetings  of  the  Board  of  Directors  of  the  Company.

<TABLE>
<CAPTION>


                                            Long Term Compensation
                                            ----------------------

                        Annual Compensation
                        -------------------
                                                                                 Awards                         Payouts
                                                                        ---------------------------     --------------------

                                                                     Restricted     Securities
Name  of  Individual                                   Other Annual     Stock       Underlying       LTIP      All Other
and  Principal  Position     Year    Salary    Bonus    Compensation     Awards    Options/SARS(#)   Payouts     Comp.
--------------------------   ---------------------------------------------------------------------------------------------
<S>                           <C>      <C>      <C>         <C>          <C>           <C>            <C>         <C>
Davendar  S.  Bains,         2001   $162,000    ---     $20,000(1)       ---           ---            ---         ---
Chairman,                    2000   $162,000    ---     $20,000(1)       ---           ---            ---         ---
Chief  Executive             1999   $85,000     ---     $20,000(1)       ---           ---            ---         ---
Officer,                                                $77,000(2)
and Treasurer



Tarlochan  Bains,            2001   $125,513    ---         ---          ---           ---            ---         ---
Vice  President              2000   $105,000    ---         ---          ---           ---            ---         ---
   and Director              1999   $62,000     ---     $74,000(2)       ---           ---            ---         ---


</TABLE>
(1)     Represents  payment  for health insurance and automobile insurance lease
payments  on  behalf  of  such  individual  but  does  not  include  deferred
compensation.

(2)     Represents  the  fair  value  of  shares of Common Stock in lieu of cash
payment  of  the  amount  owed  for  deferred  compensation.
------------------



                                      -50-
<PAGE>


EMPLOYMENT  AGREEMENTS
----------------------

     The  Company entered into employment agreements with each of Devendar Bains
(Chairman,  Chief  Executive  Officer  and  Treasurer),  Tarlochan  Bains  (Vice
President  -  Operations), and Nirmal Bains (Secretary), which, as extended, now
expire  on  April  30,  2005.  The employment agreements provide for annual base
salaries  of  $162,000,  $100,000  and  $50,000  with respect to Devendar Bains,
Tarlochan  Bains  and  Nirmal  Bains,  respectively.  The  employment agreements
provide for discretionary bonuses to be determined in the sole discretion of the
Board  of  Directors  and  contain  covenants  not  to  compete with the Company
following  termination  of  employment.

     The  Company has entered into a three-year employment agreement, commencing
September  12,  2001,  with Mr. Lawrence, its President.  The agreement provides
for  an  annual  base  salary  of  $160,000,  subject  to  increase  in  certain
circumstances.  Mr.  Lawrence is entitled to receive an incentive bonus of up to
100%  of  his  base  salary  as determined by the Board.  The agreement contains
covenants  not  to compete with the Company following termination of employment.
Pursuant to the agreement, the Company issued to Mr. Lawrence 300,000 options to
purchase  common  stock with an exercise price of $1.50 per share, half of which
vested  in March 2002 and half of which vest in September 2002.  Mr. Lawrence is
also  entitled  to  the  grant  of  additional options in certain circumstances.

     In  June 1998, the Company issued 40,000 shares of Common Stock to Devendar
S. Bains, the Company's President and Chief Executive Officer, in consideration
of  the  forgiveness  by  Mr.  Bains  of  $50,000 of accrued salary owed to him.

     On  December 31, 1998, accrued and unpaid salary in the aggregate amount of
$195,000  owed  as  of  September  30,  1998  to  Devendar  S. Bains ($117,000),
Tarlochan  Bains  ($54,600)  and  Nirmal  Bains  ($23,400),  were  forgiven.  In
consideration of such forgiveness of accrued salary, the Company issued 104,000,
48,533  and 20,800 shares, respectively, to such persons (based upon the closing
sales  price  of  the  Common  Stock  as  of  September  30,  1998).

     On  March  31,  1999,  accrued and unpaid salary in the aggregate amount of
$20,717  owed  as of December 31, 1998 to Devendar S. Bains ($10,566), Tarlochan
Bains ($6,629) and Nirmal Bains ($3,522) were forgiven. In consideration of such
forgiveness of accrued salary, the Company issued 4,025, 2,526 and 1,342 shares,
respectively,  to such persons (based upon the closing sales price of the Common
Stock  as  of  March  31,  1999).

     On  March  31,  1999,  accrued and unpaid salary in the aggregate amount of
$41,920  owed  as  of  March  31, 1999 to Devendar S. Bains ($14,346), Tarlochan
Bains  ($25,474)  and  Nirmal  Bains ($2,100) were forgiven. In consideration of
such  forgiveness  of  accrued  salary,  the Company issued 5,465, 9,704 and 800
shares, respectively, to such persons (based upon the closing sales price of the
Common  Stock  as  of  March  31,  1999).


                                      -51-
<PAGE>
     On  June  30,  1999,  accrued  and unpaid salary in the aggregate amount of
$57,546 owed as of June 30, 1999 to Devendar S. Bains ($27,424), Tarlochan Bains
($22,822)  and  Nirmal  Bains  ($7,300)  were forgiven. In consideration of such
forgiveness  of  accrued  salary,  the  Company  issued 15,398, 12,815 and 4,099
shares, respectively, to such persons (based upon the closing sales price of the
Common  Stock  as  of  June  30,  1999).

     On September 30, 1999, accrued and unpaid salary in the aggregate amount of
$38,541  owed as of September 30, 1999 to Devendar S. Bains ($20,885), Tarlochan
Bains  ($12,986)  and Nirmal Bains ($4,700), were forgiven.  In consideration of
such  forgiveness  of  accrued  salary,  the Company issued 3,358, 2,088 and 756
shares, respectively, to such persons (based upon the closing sales price of the
Common  Stock  on  September  29,  1999).

     On  December 31, 1999, accrued and unpaid salary in the aggregate amount of
$22,369  owed  as of December 31, 1999 to Devendar S. Bains ($14,346), Tarlochan
Bains  ($5,923)  and  Nirmal  Bains ($2,100), were forgiven. In consideration of
such  forgiveness  of  accrued  salary,  the Company issued 3,566, 1,060 and 376
shares, respectively, to such persons (based upon the closing sales price of the
Common  Stock  on  December  31,  1999).

     There were no conversion of unpaid salary into equity during 2000 and 2001.

STOCK  OPTION  PLANS  AND  AGREEMENTS

     Option  Plan  -  In  May 1996, the Directors of the Company adopted and the
stockholders  of  the  Company approved the adoption of the Company's 1996 Stock
Option  Plan (as amended, the "Option Plan").  The purpose of the Option Plan is
to  enable the Company to encourage key employees and Directors to contribute to
the  success  of  the Company by granting such employees and Directors incentive
stock  options  ("ISOs")  or  non-qualified  stock  options  ("NQOs").

     The  Option  Plan  will  be  administered  by  the  Board of Directors or a
committee  appointed  by  the  Board  of  Directors (the "Committee") which will
determine,  in  its  discretion,  among  other things, the recipients of grants,
whether  a  grant  will  consist of ISOs, NQOs or a combination thereof, and the
number  of  shares  to  be  subject  to  such  options.

     The  Option  Plan  provides  for  the  granting of ISOs or NQOs to purchase
Common  Stock at an exercise price to be determined by the Board of Directors or
the  Committee  not  less  than the fair market value of the Common Stock on the
date  the  option  is  granted.

     The  total  number  of  shares with respect to which options may be granted
under  the  Option Plan is currently 2,225,000. Options may not be granted to an
individual  to  the extent that in the calendar year in which such options first
become  exercisable  the shares subject to such options have a fair market value


                                      -52-
<PAGE>
on  the  date of grant in excess of $100,000. No option may be granted under the
Option  Plan  after  May 2006 and no option may be outstanding for more than ten
years after its grant. Additionally, no option can be granted for more than five
(5)  years  to  a  stockholder  owning  10% or more of the Company's outstanding
Common  Stock and such options must have an exercise price of not less than 110%
of  the  fair  market  value  on  the  date  of  grant.

     Upon  the  exercise  of an option, the holder must make payment of the full
exercise  price.  Such payment may be made in cash or in shares of Common Stock,
or  in  a  combination  of both. The Company may lend to the holder of an option
funds  sufficient  to  pay  the  exercise price, subject to certain limitations.

     The  Option  Plan  may be terminated or amended at any time by the Board of
Directors, except that, without stockholder approval, the Option Plan may not be
amended  to increase the number of shares subject to the Option Plan, change the
class of persons eligible to receive options under the Option Plan or materially
increase  the  benefits  of  participants.

     As  of  December 31, 2001, 1,791,000 options to purchase Common Stock under
the  Option  Plan  were  granted and/or reserved to certain employees, including
Devendar  Bains  (1,000,000  options),  Tarlochan  Bains  (100,000 options), and
Nirmal  Bains  (50,000  options),  the  Company's  Chief Executive Officer, Vice
President-Operations and Secretary, respectively. The options are exercisable at
$4.00  and  expire on May 31, 2004. 30,000 options to purchase Common Stock were
granted  to each of Messrs. Detroja and Ritchie, Directors of the Company. These
options  are  exercisable at $1.25, are fully vested and expire on May 31, 2004.
In addition, 100,000 options to purchase Common Stock were issued to Mr. Momi, a
former  officer,  which  are  exercisable at $3-1/8, are fully vested and expire
December  31,  2005.  In  addition, 85,000 options issued to other employees are
exercisable  at  $3.25  per  share,  which  vest  over  a period of time through
December 31, 2002. Such options expire between November 1, 2003 and December 31,
2004.  No  determinations  have  been made regarding the persons to whom options
will  be  granted  in  the future, the number of shares which will be subject to
such  options  or  the  exercise  prices to be fixed with respect to any option.

Other  Options

     As  of  December  31,  2001,  each  of Messrs. Detroja and Ritchie also own
45,000 options to purchase Common Stock.  These options are exercisable at $1.25
per share, are fully vested and expire on May 31, 2004.  In additional, pursuant
to  the terms of Mr. Lawrence's employment agreement, the Company issued 300,000
options  to  purchase  Common Stock exercisable at $1.50 per share.  The options
vest  equally  in  March  2002  and September 2002 and expire December 31, 2005.


                                      -53-
<PAGE>
ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL
              --------------------------------------------
              OWNERS  AND  MANAGEMENT
              -----------------------

     The  following  table  sets forth certain information, as of March 31, 2002
with  respect to the beneficial ownership of the outstanding Common Stock by (i)
any  holder  of more than five percent (5%); (ii) each of the Company's officers
and  directors;  and (iii) the directors and officers of the company as a group:

Name of Beneficial        Number of  Shares           Percentage (%) of
Owner*                    of Common Stock(1)          Ownership
------                    ------------------          -------------------
Devendar  S.  Bains(2)       3,272,985                 30.54

Michael  E.  Lawrence(3)       150,000                  1.53

Tarlochan  Bains(4)            178,456                  1.83

Nirmal  Bains(2)             3,272,985                 30.54

Charles  J.  Ritchie(5)         75,000                   .77

Manish  V.  Detroja(6)          75,000                   .77

Joseph  Giamanco(7)            793,858                  8.19

Jerome  Belson(8)              808,402                  8.32

All  Officers and Directors
  as a group (6 persons)(9)  3,751,441                 35.44

  *     Unless  otherwise  indicated,  the address of all persons listed in this
section  is  c/o  Amplidyne,  Inc.,  59  LaGrange  Street,  Raritan, NJ  08869.

(1)  Beneficial  ownership as reported in the table above has been determined in
     accordance  with  Instruction  (4)  to  Item  403  of Regulation S-B of the
     Exchange  Act.

(2)  Mr.  Devendar  Bains is the husband of Mrs. Nirmal Bains and the brother of
     Mr.  Tarlochan  Bains. Mr. Devendar Bains is the record holder of 2,194,812
     of such shares and Mrs. Nirmal Bains is the record holder of 28,173 of such
     shares. Includes 1,000,000 stock options which were granted to Mr. Devendar
     Bains.  Includes  50,000  stock  options  which  were granted to Ms. Nirmal
     Bains.  See  "Executive  Compensation-Stock  Option  Plans and Agreements."

(3)  Represents  150,000  shares of Common Stock that are issuable upon exercise
     of  stock  options  that  are  exercisable  at  $1.50  per share and expire
     December  31,  2005.  Does  not  include  150,000  shares  of  Common Stock
     underlying stock options that are not exercisable until September 2002. See
     "Executive  Compensation  -  Employment  Agreements."

(4)  Mr.  Tarlochan  Bains  is  the brother of Mr. Devendar Bains. Mr. Tarlochan
     Bains is the record holder of 78,456 of such shares. Includes 100,000 stock
     options.  See "Executive Compensation - Stock Option Plans and Agreements."

(5)  The  address  for  such  person  is  92 Parker Road, Long Valley, NJ 07853.
     Includes  75,000  stock options. See "Executive Compensation - Stock Option
     Plans  and  Agreements."

                                      -54-
<PAGE>

(6)  The  address  for  such  person  is  925  Schwal  Road, Hatfield, PA 19440.
     Includes  75,000  stock options. See "Executive Compensation - Stock Option
     Plans  and  Agreements."

(7)  Based  upon a Schedule 13G filed with the SEC on February 2, 2001 and other
     information  provided  to  the Company by such stockholder. The address for
     this stockholder is c/o G.H.M., Inc., 74 Trinity Place, New York, NY 10006.
     Includes  25,000  shares of Common Stock that are issuable upon exercise of
     warrants  owned by such stockholder that are exercisable at $3.00 per share
     and  expire  on  July  31,  2004.

(8)  Based  upon  a Schedule 13D filed with the SEC on August 27, 2001 and other
     information  provided  to  the Company by such stockholder. The address for
     this  stockholder  is c/o Jerome Belson Associates, Inc., 495 Broadway, New
     York,  NY  10012.  Includes  670,402  shares owned by Mr. Belson and 88,000
     shares  owned  by the Jerome Belson Foundation, a charitable corporation of
     which  Mr.  Belson is the President and, as a result, may be deemed to have
     voting  and  investment power over such shares. Also includes 50,000 shares
     that  are  issuable  upon exercise of warrants owned by Mr. Belson that are
     exercisable  at  $3.00  per  share  and  expire  on July 31, 2004. Does not
     include  an  additional  135,400  shares  of  Common  Stock held by certain
     members  of  Mr.  Belson's  family. All of such persons may be deemed to be
     members  of a group within the meaning of Section 13(d) of the Exchange Act
     that  owns  9.71%  of  the  Company's  outstanding  Common  Stock.

(9)  Includes  1,000,000  options held by Devendar Bains, 50,000 options held by
     Nirmal  Bains, 100,000 options held by Tarlochan Bains, 75,000 options held
     by Mr. Detroja, 75,000 options held by Mr. Ritchie and 150,000 options held
     by  Mr.  Lawrence.  See  Notes  2,  3, 4, 5 and 6. Does not include 150,000
     options  issued  to  Mr.  Lawrence which are not currently exercisable. See
     Note  3.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
              --------------------------------------------------

     Between  January  1994 and December 1996,  Devendar S. Bains, the Company's
President  and  Chief  Executive  Officer,  loaned  the  Company an aggregate of
$442,745  without  interest, payable on demand.  $339,694 was repaid during 1997
and  an  additional  $98,000  was  repaid  during  1998.  In connection with the
Company's settlement of a litigation, Devendar S. Bains, the Company's President
and  Chief  Executive  Officer,  loaned  the  Company  $41,000 (in October 1997)
without  interest,  payable  on demand. Through December 31, 1999, substantially
all  amounts  were  settled  either  by  payment  or  issuance  of  stock.

     As  of  December 31, 2001, approximately $56,000 was owed to the Company by
Devendar  S.  Bains,  the Company's Chief Executive Officer.  No repayment terms
have  been  set.

     Mr.  Detroja,  a  director  of  the  Company,  is  the  president and chief
executive  officer of one of the Company's vendors.  During fiscal year 2001 and
2000,  respectively,  the  Company  made  purchases of approximately $79,000 and
$70,000,  respectively,  from  such  vendor.

     See  "Management  -  Employment  Agreement"  for  issuances to officers and
directors.


                                      -55-
<PAGE>
     The  Company  intends  to  indemnify its officers and directors to the full
extent  permitted  by  Delaware  law.  Under  Delaware  law,  a  corporation may
indemnify  its  agents for expenses and amounts paid in third party actions and,
upon court approval in derivative actions, if the agents acted in good faith and
with  reasonable  care.  A  majority vote of the Board of Directors, approval of
the  stockholder  or  court  approval is required to effectuate indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933,  as  amended,  may  be  permitted  to  officers,  directors or persons
controlling  the  Company,  the Company has been advised that, in the opinion of
the  Securities  and Exchange Commission, such indemnification is against public
policy  as expressed in such Act and is, therefore, unenforceable.  In the event
that  a  claim  for  indemnification  against  such  liabilities (other than the
payment  by  the Company of expenses incurred or paid by an officer, director or
controlling  person of the Company in the successful defense of any action, suit
or  proceeding)  is  asserted by such officer, director or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion  of  its  counsel  the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question whether  such
indemnification by it is against public policy as expressed in such Act and will
be  governed  by  the  final  adjudication  of  such  issue.

     Transactions between the Company and its officers, directors, employees and
affiliates  will  be  on  terms  no  less  favorable  to the Company than can be
obtained  from  unaffiliated  parties.  Any such transactions will be subject to
the  approval  of  a  majority  of  the  disinterested  members  of the Board of
Directors.

                                      -56-
<PAGE>
                                     -------
                                     PART IV
                                     -------

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
           -------------------------------------

(A)(1)  FINANCIAL  STATEMENTS.

     The  following  financial  statements  are  included  in  Part  II, Item 7:

Index  to  Financial  Statements                                     F-1

Report  of  Independent  Certified  Public  Accountants              F-2 - F-3

Balance  Sheets                                                      F-4 - F-5

Statement  of  Operations                                            F-6

Statement  of  Stockholders'  Equity                                 F-7

Statement  of  Cash  Flows                                           F-8

Notes  to  Financial  Statements                                     F-9 - F-24

(A)(2)  EXHIBITS

  1.1*          Form  of  Underwriting  Agreement
  1.2*          Form  of  Selected  Dealer  Agreement
  1.3*          Form  of  Agreement  Among  Underwriters
  3.1*          Certificate  of  Incorporation  of  the  Company
  3.2*          Certificate  of  Merger  (Delaware)
  3.3*          Certificate  of  Merger  (New  Jersey)
  3.4*          Agreement  and  Plan  of  Merger
  3.5*          By-Laws  of  the  Company
  3.6**          Certificate  of  Designation  of  Series  A  Preferred  Stock
  4.1*          Specimen  Certificate  for  shares  of  Common  Stock
  4.2*          Specimen  Certificate  for  Warrants
  4.3*          Form  of  Underwriter's  Purchase  Option
  4.4*          Form  of  Warrant  Agreement
 10.1*          1996  Incentive  Stock  Option  Plan
 10.2*          Employment Agreement between the Company and Devendar S. Bains
 10.3*          Employment Agreement  between the Company and Tarlochan Bains
 10.4*          Employment Agreement  between the Company  and  Nirmal  Bains
 10.5           Intentionally  Omitted
 10.6           Intentionally  Omitted
 10.7*          Agreement  between  the  Company  and  Electronic  Marketing
                Associates,  Inc.
10.8*           Agreement  between  the  Company  and  Link  Microtek  Limited.
10.9*           Agreement  between  the  Company  and  ENS  Engineering.
10.10           Intentionally  Omitted

                                      -57-
<PAGE>

10.11           Intentionally  Omitted
10.12*          Form  of  Lockup Agreement with Officers, Directors and 5% or
                Greater Shareholders.
10.13*          Form  of  Lockup  Agreement  with  Selling  Securityholders.
23.1            Consent  of  Kahn  Boyd  Levychin,  LLP,  Independent Certified
                Public Accountants.
23.2            Consent of Grant Thornton LLP, Independent Certified  Public
                Accountants.

*    Incorporated by Reference to the Company's Registration Statement on Form
     SB-2,  No.  333-11015.

**   Incorporated  by  Reference  to  the  Company's Form 8-K filed on August 3,
     1999.

     (b)     REPORTS  ON  FORM  8-K

          The  Company  did  not  file any reports on Form 8-K during the fourth
quarter  of  fiscal  2001.


                                      -58-

<PAGE>

                                 AMPLIDYNE, INC.

                          INDEX TO FINANCIAL STATEMENTS


                                                                    Page
                                                                    ----

Report  of  Independent  Certified  Public  Accountants            F-2 - F-3


Financial  Statements

        Balance  Sheets                                            F-4  -  F-5

        Statements  of  Operations                                 F-6

        Statement  of  Stockholders'  Equity                       F-7

        Statements  of  Cash  Flows                                F-8

        Notes  to  Financial  Statements                           F-9  -  F-24














                                       F-1

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

BOARD  OF  DIRECTORS  AND  STOCKHOLDERS
AMPLIDYNE,  INC.

We have audited the accompanying balance sheet of Amplidyne, Inc. as of December
31,  2001,  and  the related statements of operations, stockholders' equity, and
cash  flows  for  the  year  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  audit.

We  conducted our audit 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  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Amplidyne, Inc., as of December
31, 2001, and the results of its operations and its cash flows for the year then
ended  in conformity with accounting principles generally accepted in the United
States  of  America.

KAHN  BOYD  LEVYCHIN,  LLP

New  York,  New  York
March  21,  2002







                                       F-2

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

BOARD  OF  DIRECTORS  AND  STOCKHOLDERS
AMPLIDYNE,  INC.

We have audited the accompanying balance sheet of Amplidyne, Inc. as of December
31,  2000,  and  the related statements of operations, stockholders' equity, and
cash  flows  for  the  year  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  audit.

We conducted our audit 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  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Amplidyne, Inc., as of December
31, 2000, and the results of its operations and its cash flows for the year then
ended  in conformity with accounting principles generally accepted in the United
States  of  America.

GRANT  THORNTON  LLP

Edison,  New  Jersey
March  21,  2001








                                       F-3

<PAGE>
<TABLE>
<CAPTION>
                                 AMPILDYNE, INC.

                                 BALANCE SHEETS

                                  DECEMBER 31,


                           ASSETS                        2001           2000
                                                      ----------     ----------
CURRENT ASSETS
<S>                                                       <C>            <C>
    Cash and cash equivalents                         $  697,940     $1,966,142
    Accounts receivable, net of allowance
      for doubtful accounts of $131,104 and
      $291,000 in 2001 and 2000, respectively            449,190        318,345
      Inventories                                      1,181,682        597,953
    Loan receivable - officer                             55,892         33,667
    Prepaid expenses and other                            23,464        101,957
                                                      ----------     ----------
         Total current assets                          2,408,168      3,018,064

</TABLE>
<TABLE>
<CAPTION>

PROPERTY  AND  EQUIPMENT  -  AT  COST
<S>                                                        <C>            <C>
    Machinery and equipment                              723,663        720,818
    Furniture and fixtures                                43,750         43,750
    Autos and trucks                                      66,183         66,183
    Leasehold improvements                                 8,141          8,141
                                                      ----------     ----------

                                                         841,737        838,892
    Less accumulated depreciation and amortization       687,260        588,845
                                                      ----------     ----------

                                                         154,477        250,047


SECURITY DEPOSITS AND OTHER NON-
    CURRENT ASSETS                                        52,106         72,354
                                                      ----------     ----------

                                                      $2,614,751     $3,340,465
                                                      ==========     ==========
</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  STATEMENTS.


                                       F-4

<PAGE>
<TABLE>
<CAPTION>
                                AMPLIDYNE, INC.

                                BALANCE SHEETS

                                 DECEMBER 31,


                       LIABILITIES  AND
                    STOCKHOLDERS'  EQUITY                    2001            2000
                                                         ------------    ------------
CURRENT LIABILITIES
<S>                                                          <C>              <C>
    Current maturities of lease obligations               $   9,271       $    11,385
    Accounts payable                                        121,533           242,289
    Accrued expenses                                        131,308           258,875
    Accrued settlement of litigation                        180,000           150,000
                                                       ------------      ------------

         Total current liabilities                          442,112           662,549


LONG-TERM LIABILITIES
    Lease obligations, less current maturities                 -                9,785


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Convertible Preferred stock - authorized
       100,000 shares of $.0001 par value;
       55,000 shares issued and outstanding
       at December 31, 2001 (liquidation
       preference of $550,000 at December 31, 2001)              6              -
    Common stock - authorized, 25,000,000 shares
       of $.0001 par value; shares 7,892,661 and
       7,463,841 shares issued and outstanding at
       December 31, 2001 and 2000, respectively                 790               747
       Additional paid-in capital                        21,921,495        20,212,154
       Subscriptions receivable - preferred stock          (180,000)            -
       Accumulated deficit                              (19,569,652)      (17,544,770)
                                                       ------------      ------------

                                                          2,172,639         2,668,131
                                                       ------------      ------------

                                                        $ 2,614,751       $ 3,340,465
                                                       ============      ============

</TABLE>
THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  STATEMENTS.





                                       F-5

<PAGE>
<TABLE>
<CAPTION>


                                AMPLIDYNE, INC.

                            STATEMENTS OF OPERATIONS

                             YEAR ENDED DECEMBER 31,



                                                 2001             2000
                                              -----------      -----------
<S>                                               <C>              <C>
Net sales                                      $ 2,205,429      $ 2,595,090
Cost of goods sold                               1,281,009        2,465,072
                                               -----------      -----------

         Gross profit                              924,420          130,018

Operating expenses
    Selling, general and administrative          1,904,490        1,986,170
    Research, engineering and development          593,823          590,496
    Stock compensation and financing costs         140,000          114,545
                                               -----------      -----------

         Operating loss                         (1,713,893)      (2,561,193)

Nonoperating income (expenses)
    Interest income and other income                50,915          116,870
    Interest expense                                  (864)          (2,169)
    Litigation settlement costs                   (550,000)        (175,000)
    Sale of New Jersey net operating loss
       carryforward                                189,744          191,816
                                               -----------      -----------

         Loss before income taxes               (2,024,098)      (2,429,676)

Provision for income taxes                             784           10,369
                                               -----------      -----------

         NET LOSS                              $(2,024,882)     $(2,440,045)
                                               ===========      ===========

Net loss per share - basic and diluted         $      (.26)     $      (.34)
                                               ===========      ===========

Weighted average number of shares
    outstanding                                  7,706,971        7,276,237
                                               ===========      ===========



</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  STATEMENTS.




                                       F-6
<PAGE>

<TABLE>
<CAPTION>


                                AMPLIDYNE, INC.

                        STATEMENT OF STOCKHOLDERS' EQUITY
                      YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                             Preferred  stock               Common  stock
                                                          ----------------------      -------------------------
                                                          Shares      Par value        Shares         Par value
                                                         -------      ---------       ---------       ---------
<S>                                                        <C>          <C>               <C>            <C>
Balance at December 31, 1999                                                          6,924,970         $692

Net loss for the year ended December 31, 2000
Issuance of common stock, net of costs                                                  319,000           32
Exercise of warrants                                                                    177,121           19
Financing and compensation costs related to
  options and warrants issued                                                             -               -
Exercise of stock options into shares of
  common stock                                                                           42,750            4
                                                        ---------     ---------       ----------      ---------

Balance at December 31, 2000                                -               -         7,463,841          747

Net loss for the year ended December 31, 2001                                             -              -
Cost of litigation to be settled by
  the issuance of common stock
Financing cost associated with warrants                                                   1,820
  extended and shares issued
Issuance of common stock, net of costs                                                  415,000           42
Issuance of Preferred Stock, net of costs                  55,000              6
Issuance of Common Stock for services
  rendered by third party                                                                12,000            1
                                                        ---------         ------     ----------       ------

BALANCE AT DECEMBER 31, 2001                               55,000         $   6       7,892,661        $ 790
                                                        =========         ======     ==========       ======


                                                         Additional
                                                          paid-in      Accumulated    Subscriptions
                                                          capital        deficit        Receivable       Total
                                                        -----------    ------------    -----------   -------------
Balance at December 31, 1999                            $17,618,398    $(15,104,725)                 $ 2,514,365

Net loss for the year ended December 31, 2000                            (2,440,045)                  (2,440,045)
Issuance of common stock, net of costs                    1,594,968           -                        1,595,000
Exercise of warrants                                        713,248           -                          713,267
Financing and compensation costs related to
  options and warrants issued                               114,545           -                          114,545
Exercise of stock options into shares of
  common stock                                              170,995           -                          170,999
                                                        -----------    ------------    -----------   -------------

Balance at December 31, 2000                             20,212,154     (17,544,770)          -        2,668,131

Net loss for the year ended December 31, 2001               -            (2,024,882)                  (2,024,882)
Cost of litigation to be settled by
  the issuance of common stock                              500,000                                      500,000
Financing cost associated with warrants
  extended and shares issued                                140,000                                      140,000
Issuance of common stock, net of costs                      559,708           -                          559,750
Issuance of Preferred Stock, net of costs                   494,994           -          (180,000)       315,000
Issuance of Common Stock for services
  rendered by third party                                    14,639           -                           14,640
                                                        -----------    ------------   ------------   --------------

BALANCE AT DECEMBER 31, 2001                            $21,921,495    ($19,569,652)     (180,000)    $2,172,639
                                                        ===========    ============   ============   ==============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.


                                      F-7
<PAGE>

<TABLE>
<CAPTION>


                                AMPLIDYNE, INC.

                            STATEMENTS OF CASH FLOWS

                            YEAR ENDED DECEMBER 31,



                                                                            2001             2000
                                                                         -----------      -----------
<S>                                                                         <C>              <C>
Cash flows from operating activities
    Net loss                                                             $(2,024,882)     $(2,440,045)
                                                                         -----------      -----------
    Adjustments to reconcile net loss to net cash used in
       operating activities
         Depreciation and amortization                                        98,415          125,722
         Bad debt expense                                                     67,592           98,520
         Write-off of obsolete inventory                                      20,000           10,291
         Settlement of litigation                                            530,000          150,000
         Stock compensation and finance cost                                 154,640          114,545
         Changes in assets and liabilities
           Accounts receivable                                              (204,876)          26,719
           Inventories                                                      (603,728)         309,206
           Prepaid expenses and other                                        105,179         (115,312)
           Accounts payable and accrued expenses                            (248,842)        (146,597)
                                                                         -----------      -----------

         Total adjustments                                                   (81,620)         573,094
                                                                         -----------      -----------

         Net cash used in operating activities                            (2,106,502)      (1,866,951)
                                                                         -----------      -----------

Cash flows from investing activities
    Loan receivable - officer                                                (22,225)         (33,667)
    Purchase of property and equipment                                        (2,845)         (42,209)
                                                                         -----------      -----------
                                                                             (25,070)         (75,876)
Cash flows from financing activities
    Payment of lease obligations                                             (11,380)         (15,352)
    Proceeds from sale of preferred stock, net of costs                      315,000              -
    Proceeds from sale of common stock, net of costs                         559,750        1,595,000
    Proceeds from exercise of options and warrants                              -             884,266
                                                                         -----------      -----------

         Net cash provided by financing activities                           863,370        2,463,914
                                                                         -----------      -----------

         NET (DECREASE) INCREASE IN CASH AND
             CASH EQUIVALENTS                                             (1,268,202)         521,087

Cash and cash equivalents at beginning of year                             1,966,142        1,445,055
                                                                         -----------      -----------

Cash and cash equivalents at end of year                                  $  697,940      $ 1,966,142
                                                                         ===========      ===========

Supplemental disclosures of cash flow information:
    Cash paid during the year for
      Interest                                                            $    1,000      $    2,000
      Income taxes                                                        $    3,000      $    3,000

See Notes C, F and G-2 for noncash investing and financing activity



</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE  STATEMENTS.

                                       F-8

<PAGE>

                                 AMPLIDYNE, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

NOTE  A  -  NATURE  OF  OPERATIONS  AND  LIQUIDITY

Amplidyne, Inc. (the Company) has historically operated in one segment, which is
the design, manufacture and selling of ultra linear power amplifiers and related
subsystems  to  the  worldwide  wireless,  local  loop  and  satellite  uplink
telecommunications  market.  In 1999 the Company introduced products which
offer  high-speed  wireless  internet  connectivity  to residential and business
clients  of  internet  service  providers.  These  products  are  sold under the
AmpWave(TM)  name.

The  Company  has incurred losses of $2,024,882 and $2,440,045 in 2001 and 2000,
respectively.  The  Company  funded operations during this period primarily from
the  proceeds  from  privately placed common and preferred stock and exercise of
warrants  and  options.  The  Company has also funded certain operating expenses
through  borrowings  (in  the form of deferring salaries and cash advances) from
officers  and  principal  shareholders.  The  Company has in the past issued its
stock  in  lieu  of  cash  payments  for  compensation,  sales  commissions  and
consulting  fees,  wherever  possible.

Management's  plans  for  dealing  with  the  foregoing  matters  include:

o    Increasing  sales  of its high speed internet connectivity products through
     both  individual  customers  and strategic alliances, which are expected to
     yield  higher  profit  margins;

o    Decreasing  the  dependency  on  certain  major  customers  by aggressively
     seeking  other  customers  in  the  multicarrier  amplifier  markets;

o    Partnering  with  significant  companies  to  jointly  develop  innovative
     products,  which  has  yielded orders with multinational companies to date,
     and  which  are  expected  to  further  expand  such  relationships;

o    Investigate  potential revenue - sharing partnership in other markets, such
     as  the  hospitality  industry  and  multi-tenant  buildings;

o    Reducing  costs  through  a  more  streamlined operation by using automated
     machinery  to  produce  components  for  our  products;

o    Funding  operations  in 2002 with the remaining cash that was received from
     the  2001  private  placements,  possible  2002 private placements, and the
     deferral  of  payments  of  officers'  salaries,  as  needed;

o    Selling  remaining  net  operating  losses  applicable  to the State of New
     Jersey,  pursuant to a special government high-technology incentive program
     in  order  to  provide  working  capital,  if  possible;

o    Reducing  overhead  costs  and  general  expenditures  if  necessary.





                                       F-9

<PAGE>

                                AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  B  -  SUMMARY  OF  ACCOUNTING  POLICIES

A  summary  of  the  significant accounting policies consistently applied in the
preparation  of  the  accompanying  financial  statements  follows.

1.  REVENUE  RECOGNITION

Revenue  is  recognized  upon  shipment  of  products  to  customers.

2.  INVENTORIES

Inventories  are stated at the lower of cost or market; cost is determined using
the  first-in,  first-out  method.  At  December  31, 2001 and 2000, inventories
consisted  of  the  following:


                                       2001                 2000
                                    ----------            ---------

   Component  parts                   $724,797             $507,199
   Work-in-progress                    231,150               90,754
   Finished  Goods                     225,735                 -
                                    ----------             --------

                                    $1,181,682             $597,953
                                    ==========             ========


3.  PROPERTY,  PLANT  AND  EQUIPMENT

Depreciation  and  amortization are provided for in amounts sufficient to relate
the cost of depreciable assets to operations over their estimated service lives,
which range from three to seven years. Leasehold improvements are amortized over
the  lives  of  the respective leases, or the service lives of the improvements,
whichever  is  shorter. The straight-line method of depreciation is followed for
substantially  all  assets  for  financial  reporting  purposes, but accelerated
methods  are  used  for  tax  purposes.

4.  VALUATION  OF  LONG-LIVED  ASSETS

The  Company  reviews  long-lived  assets  held and used for possible impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset may not be recoverable. The Company has not recorded any provision for
the  impairment  of  long-lived  assets  at  December  31,  2001.





                                      F-10

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  B  (CONTINUED)

5.  INCOME  TAXES

The  Company  accounts  for  income  taxes  under the provisions of Statement of
Financial  Accounting  Standards  No.  109,  Accounting  for  Income Taxes. This
statement  requires,  among  other  things,  an asset and liability approach for
financial  accounting  and  reporting of deferred income taxes. In addition, the
deferred  tax  liabilities and assets are required to be adjusted for the effect
of  any future changes in the tax law or rates. Deferred income taxes arise from
temporary  differences  resulting  in  the  basis  of assets and liabilities for
financial  reporting  and income tax purposes. A valuation allowance is provided
if  the  Company  is  uncertain  as  to  the realization of deferred tax assets.

6.  RISKS,  UNCERTAINTIES AND CERTAIN CONCENTRATIONS OF CREDIT RISK AND ECONOMIC
DEPENDENCY

The Company's future results of operations involve a number of significant risks
and  uncertainties.  Factors  that  could  affect the Company's future operating
results  and  cause actual results to vary materially from expectations include,
but  are  not  limited  to, dependence on key personnel, dependence on a limited
number  of  customers,  ability to design new products and product obsolescence,
ability  to  generate  consistent  sales,  ability  to  finance  research  and
development,  government  regulation,  technological innovations and acceptance,
competition,  reliance  on  certain  vendors,  credit  and  other  risks.

Financial  instruments,  which potentially subject the Company to concentrations
of  credit  risk,  consist  principally  of  cash  and  accounts  receivable.

The Company maintains cash and cash equivalents in bank deposit and money market
accounts  in  one  bank, which, at times, may exceed federally insured limits or
not  be insured. The Company has not experienced any losses in such accounts and
does  not  believe it is exposed to any significant credit risk on cash and cash
equivalents.

During  2001, two customers accounted for 74% of net sales (62% and 12%) and 49%
of  accounts receivable at December 31, 2001. Export sales in 2001 accounted for
approximately  85%  of net sales and were primarily to the United Kingdom (62%),
Canada  (12%),  and  Europe.












                                      F-11

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  B  (CONTINUED)

During  2000, two customers accounted for 75% of net sales (49% and 26%) and 38%
of  accounts receivable at December 31, 2001. Export sales in 2000 accounted for
approximately  83%  of net sales and were primarily to the United Kingdom (47%),
Canada  (25%),  and  Europe.

In  addition,  the Company is dependent on a limited number of suppliers for key
components  used  in  the  Company's  products (primarily power transistors) and
subcontracted  manufacturing processes. Management believes that other suppliers
could  provide similar components and processes on comparable terms. A change in
suppliers,  however,  could  disrupt  manufacturing.

The  carrying  values  of financial instruments potentially subject to valuation
risk,  consisting  of  cash  and  cash  equivalents,  accounts  receivable,  and
officer's  loan  receivable,  approximate fair value, principally because of the
short  maturity  of  these  items.

7.  USE  OF  ESTIMATES

In  preparing  financial  statements  in  conformity  with accounting principles
generally  accepted  in  the United States of America, management is required to
make  estimates  and  assumptions that affect the reported amounts of assets and
liabilities  and the disclosure of contingent assets and liabilities at the date
of  the  financial  statements  and  revenues  and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

8.  STOCK-BASED  EMPLOYEE  COMPENSATION

Stock-based  employee  compensation  is  accounted for under the intrinsic value
based  method as prescribed by Accounting Principles Board (APB) Opinion No. 25,
Accounting  for  Stock  Issued  to  Employees,  and  related  interpretations as
clarified  by  Financial  Interpretation No. 44 (FIN 44), Accounting for Certain
Transactions  Involving  Stock  Compensation.  Included  in  these  notes to the
financial  statements  are  the  pro  forma disclosures required by Statement of
Financial  Accounting  Standards  No.  123  (SFAS  No.  123),  Accounting  for
Stock-Based  Compensation.














                                      F-12

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  B  (CONTINUED)

9.  CASH  AND  CASH  EQUIVALENTS

The  Company  considers  all  highly  liquid investments purchased with original
maturities  of  three  months  or  less  to  be  cash  equivalents.

10.  ADVERTISING  EXPENSES

The  Company  expenses  advertising costs as incurred. Advertising expenses were
approximately  $93,000  and  $175,000  for the years ended December 31, 2001 and
2000,  respectively.

11.  RECLASSIFICATIONS

Certain  reclassifications  were  made  to  the  2000  amounts to conform to the
current  presentation.

12.  LOSS  PER  SHARE

Statement of Financial Accounting Standards No. 128 (SFAS No. 128), Earnings per
Share,  specifies  the computation, presentation and disclosure requirements for
earnings  per  share  for  entities with publicly held common stock or potential
common  stock.

Net  loss per common share - basic and diluted is determined by dividing the net
loss  by  the weighted average number of shares of common stock outstanding. Net
loss per common share - diluted does not include potential common shares derived
from  stock  options  and  warrants because they are antidilutive. The number of
antidilutive  securities  excluded from the dilutable loss per share calculation
for  the  years  ended  December  31,  2001  and  2000 were 2,134,000 shares and
2,062,250  shares,  respectively.






















                                      F-13

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  B  (CONTINUED)

13.  SEGMENT  INFORMATION

The  Company commenced its wireless Internet connectivity business in the summer
of  2000.  The  Company  does  not  measure  its  operating  results,  assets or
liabilities  by  segment.  However, the following limited segment information is
available:


                                         2001                2000
                                     ----------          ----------

Sales  -  external  for  the  years  ended  December  31,

    Amplifier                       $ 1,901,702           $2,139,590
    Internet  business                  303,727              455,500
                                     ----------           ----------

                                    $ 2,205,429           $2,595,090
                                     ==========           ==========

Inventory  as  of  December  31,
    Amplifier                          $802,964              439,953
    Internet  business                  378,718              158,000
                                     ----------           ----------

                                    $ 1,181,682           $  597,953
                                     ==========           ==========




14.  NEW  ACCOUNTING  PRONOUNCEMENTS

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS No. 133), Accounting for Derivative
Instruments.  SFAS  No. 133, as amended, is effective for fiscal years beginning
after June 15, 2000. SFAS No. 133 established accounting and reporting standards
for  derivative  instruments  and  for hedging activities. SFAS No. 133 requires
that  an  entity  recognize  all derivatives as either assets or liabilities and
measure  those  instruments at fair market value. Under certain circumstances, a
portion of the derivative's gain or loss is initially reported as a component of
income when the transaction affects earnings. For a derivative not designated as
a hedging instrument, the gain or loss is recognized in the period of change. We
believe  that  the  adoption  of  SFAS  No.  133  will not have an impact on our
financial  position  or  results  of  operations.

In  December  1999,  the  staff of the Securities and Exchange Commission issued
Staff  Accounting  Bulletin 101, Revenue Recognition. to provide guidance on the
recognition,  presentation,  and  disclosure of revenue in financial statements.
Our  policies  on  revenue  recognition  are  consistent  with  this  bulletin.










                                      F-14

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  B  (CONTINUED)

In  March  2000,  the  Financial  Accounting  Standards  Board  issued Financial
Interpretation  No.  44  (FIN 44), Accounting for Certain Transactions Involving
Stock  Compensations  -  and  Interpretation of APB No. 25. FIN 44 clarifies the
application of APB No. 25 for certain issues including: (a) the definition of an
employee  for  purposes of applying APB No. 25, (b) the criteria for determining
whether  a  plan qualifies as a non-compensatory plan, (c) the definition of the
date  of granting employee stock options, and (d) the accounting consequences of
various  modifications to the terms of a previously fixed stock option or award.
FIN  44  became effective July 1, 2000, except for the provisions that relate to
modifications  that directly or indirectly reduce the exercise price of an award
and  the  definition  of  an employee, which became effective after December 15,
1998.  The  adoption  of  FIN  44  had  no  material  impact on the accompanying
financial  statements.

On  July  20,  2001,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial Accounting Standards (SFAS) 141, Business Combinations,
and  SFAS  142,  Goodwill  and Intangible Assets.  SFAS 141 is effective for all
business  combinations completed after June 30, 2001.  SFAS 142 is effective for
fiscal  years  beginning after December 15, 2001; however, certain provisions of
this  Statement  apply  to goodwill and other intangible assets acquired between
July  1,  2001  and  the  effective  date of SFAS 142. Major provisions of these
Statements  and  their  effective  dates  for  the  Company  are  as  follows:

-    all  business  combinations  initiated  after  June  30,  2001 must use the
     purchase method of accounting. The pooling of interest method of accounting
     is  prohibited  except  for  transactions  initiated  before  July 1, 2001.

-    intangible  assets  acquired  in  a  business  combination must be recorded
     separately  from  goodwill  if  they  arise from contractual or other legal
     rights  or  are  separable  from  the  acquired  entity  and  can  be sold,
     transferred,  licensed, rented or exchanged, either individually or as part
     of  a  related  contract,  asset  or  liability

-    goodwill,  as  well  as  intangible  assets with indefinite lives, acquired
     after  June 30, 2001, will not be amortized. Effective January 1, 2002, all
     previously  recognized goodwill and intangible assets with indefinite lives
     will  no  longer  be  subject  to  amortization.

-    effective  January  1,  2002 goodwill and intangible assets with indefinite
     lives  will  be  tested  for  impairment  annually and whenever there is an
     impairment  indicator

-    all  acquired  goodwill must be assigned to reporting units for purposes of
     impairment  testing  and  segment  reporting.

Although  it is still reviewing the provisions of these Statements, management's
preliminary  assessment is that these Statements will not have a material impact
on  the  Company's  financial  position  or  results  of  operations.


NOTE  C  -  PUBLIC  OFFERING  AND  PRIVATE  PLACEMENTS

                                 PUBLIC OFFERING

A  registration  statement covering an underwritten public offering of 1,610,000
units  at  a  price  of  $5.10 per unit, prior to underwriters' commissions, was
declared  effective  by  the  Securities  and Exchange Commission on January 21,
1997.  Each  unit  consisted  of one share of common stock, par value $.0001 per
share  and  one  redeemable  common stock purchase warrant. In 1997, the Company
received  net  proceeds  from  the  public offering of approximately $6,782,000,
which  included  the  over  allotment  of 210,000 units. The proceeds are net of
legal  fees,  underwriters'  fees  and  other  expenses of the offering totaling
approximately  $1,429,000.  Each  warrant  originally  entitled  the  holder  to
purchase  one  share  for  $6.00  during the four-year period ending January 21,
2001.  The  Company  provided notice in April 2000 to redeem the warrants on May
17,  2000  unless  the  warrants  were  previously  exercised.

On  May 1, 2000, the Company reduced the exercise price of the warrants to $5.00
per  share.  Through  May  16,  2000,  124,871 warrants were exercised, yielding
proceeds  of  $650,454.  The  remaining  unexercised  warrants of 1,485,129 were
redeemed  at  $0.01  per  warrant  on  May  17,  2000, resulting in an aggregate
expenditure  of  $14,851.

The  underwriter  received  an option to purchase up to 140,000 shares of common
stock  and  140,000  warrants  under  the  same  terms. All the options remained
outstanding  at  December  31,  2000 and the warrants were redeemed in May 2000.



                                      F-15

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  C  (CONTINUED)
                               PRIVATE PLACEMENTS

In  2000, the Company entered into the following private placements and issuance
of  warrants:

o    Sale of 319,000 shares of common stock at $5.00 per share, resulting in net
     proceeds  of  $1,595,000.

o    Warrants to purchase 141,000 shares of common stock at $1.75 per share were
     issued  to an investment bank assisting in a prior private placement and to
     a  consultant.  None  of  these  warrants  were  exercised  in  2000.

o    Agreed  to issue 1,820 shares of restricted stock to a media consultant for
     services  rendered  which  were  issued  in  January  2001.

At  December  31,  2001,  the  following 882,500 warrants, remained outstanding:

(1)  67,500  exercisable  at  $2.50  through  December  31,  2002,  (2)  20,000
exercisable  at $1.00 through May 2010,  (3) 20,000 exercisable at $7.00 through
December  2004,  (4)  30,000  exercisable  at  $6.00  through November 2004, (5)
50,000  exercisable  at  $2.00  through December 2004, (6) 50,000 exercisable at
$4.00  through  December 2004, (7) 141,000 exercisable at $1.75 (16,000 of which
expire  December  2004  and  125,000  of which expire December 2002), (8) 41,500
exercisable  at  $1.80  through July  31, 2004, (9) 207,500 exercisable at $3.00
through  July  31,  2004  (10) 55,000 exercisable at $1.20 through September 30,
2004  (11)  100,000  exercisable at $3.00 through November 2002 and (12) 100,000
exercisable  at  $5.00  through  November  2002.

At  December  31,  2001,  the  Company had employee stock options outstanding to
acquire  2,181,000 shares of common stock at exercise prices of  $1.25 to $4.00.

In  2001  the  Company  entered  into  the  following  private  placements:

o    During  the  second quarter ended June 30, 2001, the Company issued 390,000
     shares  of  common  stock  at  $1.50  per  share,  to accredited investors,
     resulting  in gross proceeds of $585,000. The Company paid cash commissions
     of  $58,500  in  connection  with  such  private  placement.

o    In July 2001, the Company issued 25,000 shares of common stock at $1.50 per
     share, to accredited investors, resulting in gross proceeds of $37,000. The
     Company  paid  cash  commissions  of $3,750 in connection with such private
     placement.

o    In  the  3rd  and 4th quarters of 2001, the Company issued 55,000 shares of
     Series  B  Preferred  Stock to accredited investors pursuant to Rule 506 of
     Regulation  D of the Act. The Company sold such shares at $10.00 per share,
     received  gross  proceeds  of  $550,000  and  paid brokerage commissions of
     $55,000 (resulting in net proceeds of $495,000, $180,000 [net] of which was
     received  in  the  first  quarter  of  2002).  The Preferred Stock: (i) are
     entitled  to dividends at the annual rate of 10%, payable semi-annually, in
     cash  or  in  shares  of Common Stock; (ii) has a liquidation preference of
     $10.00  per  share, (iii) is convertible into shares of Common Stock at the
     lesser  of  (A) 100% of the average closing sales price of the Common Stock
     on  the  five  trading  days  prior  to  issuance or (B) 85% of the average
     closing  sale  price of the Common Stock for the five trading days prior to
     conversion,  in each case not less than $.75 per share; (iv) is non-voting,
     (v)  is  subject  to redemption (at the option of the Company) at a rate of
     110%  of  the  original issuance price and (vi) shall automatically convert
     into  Common Stock on September 30, 2004 (if not previously converted). The
     Company  shall also have the right, at its option, to convert the Preferred
     Stock  (at  a  conversion  rate  of $1.00 per share) if the average closing
     sales  price  per  share  of Common Stock, for a consecutive 20 trading day
     period,  is  $3.00  or greater. All shares outstanding at December 31, 2001
     converted  to  common  in  the  first  quarter  of  2002.


                                      F-16

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  C  (CONTINUED)

For  the year ended December 31, 2001 and 2000, the Company recorded a charge to
operations  of  $140,000  and  $114,000,  respectively,  reflecting  the  costs
recognized for warrants issued to consultants of the Company, and employee stock
options  granted  with  a  strike  price below quoted market value (see Note D).

Under  the  accounting  guidance  of FIN 44, a reduction of a warrant's exercise
price  or an extension of the exercise date is treated as a variable option, and
therefore requires that a portion of the difference between the market values at
the  date  of  the  modification  be charged to operations. The extension of the
exercise  date  of  the  warrants  mentioned above did not result in a charge to
operations  because the extension occurred prior to the effective date of FIN 44
and  because  the  exercise  price  exceeded  the market value of the underlying
common  stock  at  the  date  of  the  extension.

NOTE  D  -  STOCK  OPTION  PLANS

An  option and stock appreciation rights (SARs) plan was authorized prior to the
public  offering  whereby  options  could  be  granted  to purchase no more than
1,500,000  shares  of  common  stock at exercise prices no less than fair market
value as of date of grant. At the 2001 Annual Shareholders' Meeting, the maximum
number  of  shares set aside for this plan was increased to 2,225,000. Under the
plan,  employees  and  directors  may  be  granted options to purchase shares of
common  stock  at  the fair market value at the time of grant. Options generally
vest  in  three years and expire in four years from the date of grant. 1,491,000
options remained outstanding at December 31, 2001. The extension of the exercise
date  of  the  warrants mentioned above did not result in a charge to operations
because the extension occurred prior to the effective date of FIN 44 and because
the  exercise  price exceeded the market value of the underlying common stock at
the  date  of  the  extension.





















                                      F-17

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  D  (CONTINUED)

The  Company has elected to follow Accounting Principles Board Opinion (APB) No.
25,  Accounting  for  Stock  Issued to Employees, and related Interpretations in
accounting for its stock options. Under APB No. 25, if the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on  the  date  of  grant,  no  compensation expense is recognized. SFAS No. 123,
Accounting  for Stock-Based Compensation, requires presentation of pro forma net
loss  and  loss per share as if the Company had accounted for its employee stock
options  granted  under the fair value method of that statement. For purposes of
pro  forma  disclosure,  the estimated fair value of the options is amortized to
expense  over the vesting period. Under the fair value method, the Company's net
loss  and  loss  per  share  would  have  been  as  follows:


                                                   2001           2000
                                               -----------    -----------

Net  loss                                       $(2,061,649)   $(2,476,812)

Loss  per  share                                $      (.27)   $      (.34)




During  2000,  19,000 options were granted at a strike price above quoted market
value  at  the  date of grant, and 91,000 options were granted at a below market
value  price.  During  2000, 91,000 options were granted at a price equal to the
quoted  market value at the date of grant. The fair values were determined using
a  Black-Scholes  option-pricing  model  using  the  following  assumptions:


                                                        2000
                                                     -----------

  Dividend                                                -
  Risk-free  rate                                         6.0%
  Volatility                                           157.07%
  Expected  life                                      4  YEARS
  Calculated  weighted-average  fair  value
      of  options  issued  during  the  year        $     2.83










                                      F-18

<PAGE>

                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  D  (CONTINUED)

Stock  option  activity  during  2000,  is  summarized  below:

<TABLE>
<CAPTION>


                                             Shares  of       Weighted-
                                           common  stock       average
                                           attributable    exercise  price
                                            to  options       of  options
                                            ------------     ------------
<S>                                            <C>               <C>
Unexercised at December 31, 1999             1,471,000          3.83
Exercise of options                            (42,750)         4.00
Forfeiture                                     (28,250)         4.00
Issuance to employees and directors             91,000          3.25
                                            -----------

Unexercised at December 31, 2000 and 2001    1,491,000          3.85
                                            ==========
</TABLE>




The  following  table  summarizes  information  concerning  outstanding  and
exercisable  options,  including  warrants  issued  to officers, at December 31,
2001:

<TABLE>
<CAPTION>



                                                Options  outstanding                     Options  exercisable
                                   ---------------------------------------------      ---------------------------
                                                     Weighted-
                                      Number          average        Weighted-            Number         Weighted-
                                    outstanding      remaining        average          exercisable        average
                                    at  period-     contractual       exercise          at period-        exercise
Exercise prices                        end             life            price               end             price
---------------                    ------------     -----------      -----------       -----------       ---------
<S>                                     <C>             <C>             <C>                 <C>             <C>
1.25                                   60,000        1 year            $1.25                60,000           $1.25
3.25                                   85,000        3 years            3.25                56,667            3.25
4.00                                1,346,000        3.4 years (1)      4.00             1,346,000            4.00
                                   ------------                                        -----------
                                    1,491,000                                            1,462,667
                                   ============                                        ===========

(1)      Expiration date extended from May 1, 2000 to May 31, 2004.

</TABLE>










                                      F-19

<PAGE>


                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  E  -  INCOME  TAXES

Temporary  differences  and  carryforwards  give rise to deferred tax assets and
liabilities.  The  principal components of the deferred tax assets relate to net
operating  loss  carryforwards.  At December 31, 2001, the Federal net operating
loss  carryforwards  are  approximately  $12,000,000.  The  net  operating  loss
carryforwards  expire  at  various  dates  through  2021,  and  because  of  the
uncertainty  in  the  Company's  ability  to  utilize  the  net  operating  loss
carryforwards,  a  full  valuation  allowance  of  approximately  $4,426,000 and
$3,688,000  has been provided on the deferred tax asset at December 31, 2001 and
2000,  respectively.

The  Company  participated in the New Jersey Technology Tax Certificate Transfer
Program, whereby net operating loss carryforwards generated in New Jersey can be
sold  to  other  qualified companies. During 2001 and 2000, the Company received
approximately  $190,000  and  $191,000,  respectively, from the sale of such net
operating  losses.  The  Company  expects  to  sell  additional  New  Jersey net
operating  losses  in  2002,  although  there  can  be  no  assurance a suitable
transaction will be consummated. The New Jersey net operating loss carryforwards
are  approximately  $3,082,000  at  December  31,  2001.

Internal  Revenue  Code  Section  382  places a limitation on the utilization of
Federal  net  operating  loss  and  other credit carryforwards when an ownership
change, as defined by the tax law, occurs. Generally, this occurs when a greater
than  50  percentage  point  change in ownership occurs. Accordingly, the actual
utilization  of  the  net  operating  loss  carryforwards and other deferred tax
assets  for  tax  purposes  may  be limited annually under Code Section 382 to a
percentage (about 5%) of the fair market value of the Company at the time of any
such  ownership  change.

The  Company's  tax provision for 2001 and 2000 is principally due to the impact
of  state  income  and  minimum  taxes.


































                                      F-20

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  F  -  CAPITAL  LEASE  OBLIGATIONS

The  Company  has  capital leases (at interest rates ranging from 8.5% to 14.2%)
for certain equipment for use in its manufacturing and research, engineering and
development  activities  and  a  vehicle.

Future  minimum  lease  payments  on  these  leases  are  as  follows:


Year  ending  December  31,

     2002                                                    $10,170
                                                             -------

                                                              10,170

     Less  amount  representing  interest                        899
                                                             -------

Present  value  of  minimum  lease  payments                  $9,271
                                                             =======

Short-term  portion                                           $9,271
Long-term  portion                                               -
                                                             -------

                                                              $9,271
                                                             =======




The  cost  of  assets under capital leases was approximately $24,000 at December
31,  2001  and  2000,  and  is  included  in property and equipment. Accumulated
amortization  at  December  31,  2001  and  2000  was  approximately  $24,000.

NOTE  G  -  COMMITMENTS

1.  OPERATING  LEASES

During  July  2000, the Company entered into a lease agreement for approximately
11,000  square  feet  of  office and manufacturing space, for a five-year period
ending  July  13, 2004. The annual rental is $71,000 plus the Company's share of
real  estate  taxes,  utilities  and  other  occupancy  costs.













                                      F-21

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  G  (CONTINUED)

Future minimum lease payments on non-cancelable operating leases are as follows:

Year  ending  December  31,


      2002                              $71,000
      2003                               71,000
      2004                               38,000
      2005                                 -
      2006                                 -
                                       --------

                                       $180,000
                                       ========




Rent  expense, including the Company's share of real estate taxes, utilities and
other  occupancy costs, was $87,000 and $85,000 for the years ended December 31,
2001  and  2000,  respectively.

2.  EMPLOYMENT  AGREEMENTS

Commencing  May  1,  1996,  the  Company entered into three five-year employment
agreements  with its Chairman, its Vice President of Sales and Marketing and its
Secretary  (the  Officers).  These  agreements were extended to expire April 30,
2005.  The  agreements call for aggregate annual base salaries of $312,000, plus
certain  employee  benefits.

Commencing  September 12, 2001, the Company entered into a three-year employment
agreement  with its President.  The agreement provides for an annual base salary
of  $160,000,  subject  to increase in certain circumstances.  He is entitled to
receive an incentive bonus of up to 100% of his base salary as determined by the
Board.  The  agreement  contains  covenants  not  to  compete  with  the Company
following  termination  of  employment.  Pursuant  to the agreement, the Company
issued  300,000 options to purchase common stock with an exercise price of $1.50
per  share, half of which vest in March 2002 and half of which vest in September
2002  and  is  also  entitled  to  the  grant  of  additional options in certain
circumstances.

The  Officers  have  deferred  a portion of their compensation from 1997 through
1999. In 1999 the Officers converted an aggregate of $181,131 of such deferrals,
principally  arising in 1999, into 66,378 shares of common stock of the Company,
representing the estimated fair value of the common stock of the Company at that
time.  During  2001  and  2000,  no  shares  were converted in lieu of officers'
deferred  compensation  and  no  compensation  was  deferred.

In  December  1995,  the  Company  entered  into  employment agreements with its
Vice-President  of  Corporate  Communications  and  Investor  Relations  and its
Vice-President  of  Strategic  Alliances.  At December 31, 1998, the Company had
accrued  expenses  aggregating  $120,000  for  these  individuals  who had since
resigned.  In  January 2000, these individuals converted an aggregate of $60,000
of  such  amounts  due  into  48,000  shares  of  common  stock  of the Company,
representing the estimated fair value of the common stock of the Company at that
time.  The  remaining  balance  was  forgiven  and resulted in $60,000 of income
recorded  in  the  1999  statement  of  operations.





                                      F-22

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  G  (CONTINUED)

3.  401(K)  PLAN

During 1996, the Company established a defined contribution plan, the Amplidyne,
Inc. 401(k) Plan. The Company makes no contributions. All employees with greater
than  six  months'  service  with  the  Company  are  eligible to join the plan.
American  Funds  Service  Company  administers  the  plan.

NOTE  H  -  RELATED  PARTY  TRANSACTIONS

1.  STOCKHOLDER  LOAN

Approximately  $56,000  and  $34,000  was  owed  to the Company by the Company's
president  and  principal  shareholder  as  of  December  31,  2001  and  2000
respectively.  No  repayment  terms  have  been  set.

2.  PURCHASES  FROM  RELATED  PARTY

A  member of the Company's Board of Directors is President and CEO of one of the
Company's  vendors.  During  2001  and  2000,  the  Company  made  purchases  of
approximately  $79,000  and  $70,000,  respectively,  from  this  vendor.

NOTE  I  -  LITIGATION

From  time  to  time,  the  Company  is  party  to  what it believes are routine
litigation and proceedings that may be considered as part of the ordinary course
of  its  business.  Except  for  the proceedings noted below, the Company is not
aware of any pending litigation or proceedings that could have a material effect
on  the  Company's  results  of  operations  or  financial  condition.

1.  AIRNET  COMMUNICATIONS  CORPORATION  VS  AMPLIDYNE,  INC.

AirNet  filed  a  complaint  in  the  Circuit  Court  of the Eighteenth Judicial
District  of  the  State  of  Florida  on  January  23,  1997 alleging breach of
contract.  During  2000,  the Company settled with AirNet at a cost of $175,000;
$25,000  is  to  be paid quarterly over two years. $95,000 and $150,000 remained
unpaid  at  December  31,  2001  and  2000  respectively.























                                      F-23

<PAGE>
                                 AMPLIDYNE, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE  I  (CONTINUED)

2.  ENS  ENGINEERING  VS  AMPLIDYNE,  INC.

The  Company  was  also  a  defendant  in a complaint filed in the United States
District  Court  for  the  District of New Jersey on May 13, 1998. The complaint
alleges breach of contract of a representative agreement between the Company and
ENS  Engineering  of South Korea. The Company reached oral settlement terms and,
based  upon  such  oral  settlement,  the  court dismissed the case in the first
quarter  of 2000. The terms of the oral settlement called for the Company to pay
$85,000  in twelve equal monthly installments, none of which has been paid as of
December  31,  2000.  The  Company  has  not received any required documents and
releases  from  ENS.  The  financial statements do not include any provision for
this  settlement.

3.  CLASS  ACTION  LITIGATION

The  Company was served with class action complaints on behalf of all purchasers
of  the  Company's  common  stock  and  warrants  between  September 9, 1999 and
September  14,  1999.  By  orders  of the District Court for the District of New
Jersey, the actions were consolidated and lead plaintiffs were appointed.  On or
about  March  24,  2000,  the Company was served with a consolidated and amended
class action complaint on behalf of all purchasers of the Company's common stock
and  warrants  between  September 9, 1999 and September 17, 1999.  The complaint
alleged  that  the Company and other individuals violated the federal securities
laws  by,  among  other  things, the issuance of a press release on September 9,
1999.  Although  the  Company  believed  that the complaint had no merit and had
vigorously  contested  it, the Company and the other parties to the class action
reached  a  settlement  on May 2, 2001, which was approved by the District Court
for  the  District  of  New Jersey on August 14, 2001 (which became effective on
September  14,  2001).  Pursuant  to the settlement agreement, a settlement fund
consisting  of  $750,000  in  cash  ($50,000  of  which was paid directly by the
Company)  and 324,486 shares of common stock (which was valued at $500,000 as of
May  2,  2001) had been established for the benefit of members of the class.  In
March  2002  the  Company  issued  such  shares.


NOTE  J  -  SUBSEQUENT  EVENTS

In January 2002, the Company entered into an agreement to acquire certain assets
of  Darwin  Networks,  Inc.  ("Darwin")  for $175,000 plus additional contingent
payments  not  to  exceed $340,000. Darwin was in the business of installing and
maintaining  high-speed  Internet  structures  for  hotels  and  residential
properties.  The assets acquired included equipment not yet installed as well as
completed  installations in a specified number of hotel properties.  Pursuant to
the  agreement,  the  Company  has  the  sole and exclusive right to contact and
negotiate with each property to either activate or remove the equipment. After a
specified  number of locations are successfully negotiated (which are covered in
the  initial  purchase  price)  the  Company  may continue to contact additional
properties  and  must  pay a specified sum for each successful negotiation up to
the  $340,000  maximum.  As  of  April  8,  2002,  the  Company has successfully
negotiated one property and has incurred no liability to pay any additional sums
under  the  contract.

In  the  first  quarter  of 2002, the Company privately placed 750,000 shares of
common  stock  for  gross  proceeds  of  $600,000.







                                      F-24

<PAGE>

                                   SIGNATURES
                                   ----------

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

                                   AMPLIDYNE,  INC.


                                   By:/s/  Devendar  S.  Bains
                                      ------------------------
                                     Name:  Devendar  S.  Bains
                                     Title:  Chief  Executive  Officer,
                                     Treasurer,  Principal Accounting
                                     Officer and Director

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

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


/s/  Devendar  S.  Bains     Chief  Executive  Officer,         April  15, 2002
------------------------     Treasurer,  Principal  Accounting
Devendar  S.  Bains          Officer     and  Director


/s/Michael  E.  Lawrence     President  and  Chief              April  15, 2002
------------------------     Operating  Officer
Michael  E.  Lawrence


/s/  Tarlochan  Bains        Vice President and Director        April  15, 2002
---------------------
Tarlochan  Bains


/s/  Nirmal  Bains           Secretary                          April  15, 2002
------------------
Nirmal  Bains

/s/Charles  J.  Ritchie      Director                           April  15, 2002
-----------------------
Charles  J.  Ritchie

/s/Manish  V.  Detroja       Director                           April  15, 2002
----------------------
Manish  V.  Detroja




                                      -59-