UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB/A


[X]     QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
        ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998.

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
        EXCHANGE ACT OF 1934.

          FOR THE TRANSITION PERIOD FROM ____________ TO _____________


                         Commission File Number 0-21931

                                 AMPLIDYNE, INC.
                                 ---------------
        (Exact name of small business issuer as specified in its charter)

            Delaware                                             22-3440510
            --------                                             ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                144 Belmont Drive
                           Somerset, New Jersey 08873
                           --------------------------
                    (Address of principal executive offices)

                                 (732) 271-8473
                                 --------------
                           (Issuer's telephone number)


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

                                 Yes [X] No [ ]


The number of shares outstanding of the Issuer's Common Stock, $.0001 Par Value,
as of November 14, 1998 was 4,530,000.

<PAGE>

                                 AMPLIDYNE, INC.
                                  FORM 10-QSB/A
                      NINE MONTHS ENDED SEPTEMBER 30, 1998



TABLE OF CONTENTS


PART 1 - FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited):

         Balance Sheets..................................................1-2

         Statements of Operations........................................3

         Statement of Cash Flows.........................................4

         Statement of Changes in Stockholder's Equity....................5

         Notes to Financial Statements...................................6-7

Item 2   Management's Discussion and Analysis of Financial
           Condition and Results of Operations...........................8-9

         Signatures......................................................10

         Exhibit 27- Financial Data Schedule.............................11

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                                 AMPLIDYNE, INC.
                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                     December 31,   September 30,
                                                        1997 *          1998
                                                     ----------       ----------
                                                                     (Unaudited)
<S>                                                  <C>              <C>       
CURRENT ASSETS
  Cash and cash equivalents                           $2,039,012   $1,097,204
  Accounts receivable, net of allowance
    for doubtful accounts of $40,510                     706,893      393,747
  Inventories                                            324,622      651,945
  Prepaid expenses and other current assets                9,296       14,208
                                                      ----------   ----------

    Total current assets                               3,079,823    2,157,104

PROPERTY AND EQUIPMENT - AT COST
  Machinery and equipment                                538,214      540,114
  Furniture and fixtures                                  43,750       43,751
  Autos and trucks                                        19,923       19,923
  Leasehold improvements                                   4,162        4,162
                                                      ----------   ----------
                                                         606,049      607,950
    Less: Accumulated depreciation and amortization      237,494      314,412
                                                      ----------   ----------
      Net depreciated cost                               368,555      293,538
                                                      ----------   ----------

OTHER ASSETS                                              35,000       35,000
                                                      ----------   ----------

TOTAL ASSETS                                          $3,483,378   $2,485,642
                                                      ----------   ----------
</TABLE>

* Derived from Company's audited Balance Sheet at December 31, 1997

    The accompanying notes are an integral part of these financial statements

                                       1

<PAGE>

                                 AMPLIDYNE, INC.
                                 BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                      December 31,    September 30,
                                                                          1997 *          1998
                                                                      ------------    ------------
                                                                                      (Unaudited)
<S>                                                                   <C>                  <C>    
CURRENT LIABILITIES
  Current maturities of lease obligations                             $    136,396         102,658
  Accounts payable                                                         194,572         255,266
  Accrued expenses                                                         189,123         121,998
  Stockholders' loan                                                       103,051           5,051
                                                                      ------------    ------------

    Total current liabilities                                              623,142         484,973

LONG-TERM LIABILITIES
  Lease obligations                                                         67,875              --
  Deferred compensation                                                    140,000              --

STOCKHOLDERS' EQUITY
  Preferred stock - authorized, 1,000,000 shares
    of no stated value; no shares issued and outstanding
  Common stock - authorized, 25,000,000 shares of $.0001 par value;
    4,460,000 shares and 4,500,000 shares issued and outstanding at
    December 31, 1997 and September 30, 1998 respectively                      446             450
  Additional paid-in-capital                                            12,304,592      12,549,588
  Accumulated deficit                                                   (9,652,677)    (10,549,369)
                                                                      ------------    ------------

    Total stockholders' equity                                           2,652,361       2,000,669
                                                                      ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  3,483,378    $  2,485,642
                                                                      ------------    ------------
</TABLE>

 * Derived from Company's audited Balance Sheet at December 31, 1997

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

                                       2
<PAGE>


                                           AMPLIDYNE, INC.
                                      STATEMENTS OF OPERATIONS
                                             (UNAUDITED)
<TABLE>
<CAPTION>

                                              Three          Three         Nine            Nine
                                              Months         Months        Months          Months
                                              Ended          Ended         Ended           Ended
                                              Sept 30,       Sept 30,      Sept 30,        Sept 30,
                                              1997           1998          1997            1998
                                           -----------    -----------    -----------    -----------

<S>                                        <C>            <C>            <C>            <C>        
Net sales                                  $   286,846    $   331,353    $ 1,185,740    $ 1,155,864
Cost of goods sold                             334,553        204,705      1,171,311        951,679
                                           -----------    -----------    -----------    -----------
   Gross profit (loss)                         (47,707)       126,648         14,429        204,185

Operating expenses
  Selling, general, and administrative         296,380        223,327        916,534        758,657
  Research, engineering, and development       199,948        125,467        676,976        389,632
                                           -----------    -----------    -----------    -----------

    Operating loss                            (544,035)      (222,146)    (1,579,081)      (944,104)

Other nonoperating income and expenses
  Interest income                               41,219         19,166        107,845         67,575
  Interest expense                              12,412          3,654         40,298         13,439
  Stock compensation and financing costs            --             --        324,540             --
                                           -----------    -----------    -----------    -----------

    Loss before income taxes                  (515,228)      (206,634)    (1,836,074)      (889,968)

Provision for income taxes                         249          6,049            599          6,724
                                           -----------    -----------    -----------    -----------

    NET LOSS                               $  (515,477)   $  (200,585)   $(1,836,673)   $  (896,692)
                                           -----------    -----------    -----------    -----------

Net loss per share - basic and diluted     $      (.10)   $      (.05)   $      (.35)   $      (.20)
                                           -----------    -----------    -----------    -----------
Weighted average number of shares
  outstanding                                5,254,950      4,417,370      5,254,950      4,417,370
                                           -----------    -----------    -----------    -----------

              The accompanying notes are an integral part of these financial statements

                                        3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                  AMPLIDYNE, INC.
                             STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)
                                                       Nine Months    Nine Months
                                                          Ended         Ended
                                                      Sept 30, 1997  Sept 30, 1998
                                                       -----------    -----------
<S>                                                    <C>            <C>         
Cash flows from operating activities:
  Net Loss                                             $(1,836,673)   $  (896,692)
  Adjustments to reconcile net loss to net cash
    used in operating activities
      Depreciation and amortization                         64,194         76,918
      Stock compensation expense                           324,540             --
      Changes in assets and liabilities
        Accounts receivable                                 25,764        313,146
        Inventories                                         82,306       (327,323)
        Prepaid expenses and other current assets           51,457         (4,912)
        Accounts payable and accrued expenses             (803,786)        48,569
                                                       -----------    -----------
    Total adjustments                                     (255,525)       106,398
                                                       -----------    -----------
      Net cash used for operating activities            (2,092,198)      (790,294)
                                                       -----------    -----------

Cash flows from investing activities:
  Purchase of fixed assets                                (148,781)        (1,901)
                                                       -----------    -----------
      Net cash used for investing activities              (148,781)        (1,901)
                                                       -----------    -----------

Cash flows from financing activities:
  Proceeds from (repayments of) bank line of credit       (210,000)            --
  Proceeds from (repayments of) notes payable           (1,214,000)            --
  Payment of Lease obligations                            (324,214)      (101,613)
  Proceeds from (repayments of) stockholders' loans       (339,694)       (98,000)
  Prepaid registration costs                               167,053             --
  Stock issuance                                         6,782,153         50,000
                                                       -----------    -----------
    Net cash provided (used) by financing activities     4,861,298       (149,613)
                                                       -----------    -----------

      NET INCREASE (DECREASE) IN CASH                    2,620,319       (941,808)

Cash at beginning of year                                  104,310      2,039,012
                                                       -----------    -----------

Cash and cash equivalents at end of year               $ 2,724,629    $ 1,097,204
                                                       -----------    -----------

Supplemental disclosures of cash flow information
Cash paid for:  Interest                               $   112,261    $    13,993
                Income taxes                                   249          6,524
</TABLE>

     The accompanying notes are an integral part of these financial statements

                                       4

<PAGE>
<TABLE>
<CAPTION>

                                               AMPLIDYNE, INC.
                                 STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                                          FOR THE NINE MONTHS ENDED
                                              SEPTEMBER 30, 1998
                                                 (UNAUDITED)


                                              Common Stock           Additional    Accumulated
                                          Shares      Par Value    Paid-In-Capital   (Deficit)     Total
                                      ------------   ------------   ------------   ------------ -----------
<S>                                <C>         <C>            <C>            <C>             <C>         
Balance at December 31, 1997*            4,460,000    $       446    $12,304,592  $ (9,652,677) $2,652,361

Issuance of Common Stock                    40,000              4         49,996                    50,000

Forgiveness of Deferred Compensation                                     195,000                   195,000

Net Loss                                                                              (896,692)   (896,692)
                                      ------------   ------------   ------------  ------------ -----------
Balance at Sept 30, 1998*                4,500,000    $       450    $12,549,588  $(10,549,359) $2,000,669
                                      ------------   ------------   ------------  ------------ -----------

                  The accompanying notes are an integral part of these financial statements
</TABLE>

                                        5

<PAGE>


                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998

NOTE A - ADJUSTMENTS
In the  opinion  of  management,  all  adjustments,  consisting  only of  normal
recurring  adjustments  necessary  for  a  fair  statement  of  (a)  results  of
operations for the nine-month periods ended September 30, 1997 and September 30,
1998,  (b) the  financial  position at December 31, 1997 and September 30, 1998,
(c) the statements of cash flows for the nine-month  periods ended September 30,
1997 and September 30, 1998, and (d) the changes in stockholders' equity for the
nine-month  period  ended  September  30, 1998,  have been made.  The results of
operations  for the nine months  ended  September  30, 1998 are not  necessarily
indicative of the results to be expected for the full year.

NOTE B - UNAUDITED INTERIM FINANCIAL INFORMATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly,  they do not include all the information and footnotes  required by
generally accepted accounting principles for financial  statements.  For further
information, refer to the audited financial statements and notes thereto for the
year ended  December 31, 1997,  included in the Company's Form 10-KSB filed with
the Securities and Exchange Commission on April 15, 1998.

NOTE C - 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  consists of one share of common  stock,  par value  $.0001 per
share and one redeemable  common stock purchase  warrant.  Each warrant entitles
the holder to purchase one share for $6.00 during the  four-year  period  ending
January 21,  2002.  The  Company may redeem the  warrants at a price of $.01 per
warrant at any time with not less than thirty days' prior written  notice if the
average  closing  price  equals  or  exceeds  $9.00  per  share  for any  twenty
consecutive trading days.

In  January  1997  and  March  1997,  the  Company   received  net  proceeds  of
approximately $6,782,000, which included the overallotment of 210,000 units. The
proceeds  are net of legal fees,  underwriter's  fees and other  expenses of the
offering totaling approximately $1,429,000.

In June 1998,  40,000 shares of common stock were issued to satisfy a portion of
the outstanding balance for the officer's deferred compensation.

                                       6

<PAGE>


                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998

NOTE D - LOSS PER SHARE
In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 128, "Earnings per Share" ("SFAS No. 128").
SFAS No. 128 specifies the compilation, presentation and disclosure requirements
for earnings per share for entities with publicly held common stock or potential
common stock.  The  requirements of this statement are effective for interim and
annual periods ending after December 15, 1997.

Net loss per common share - basic and diluted is  determined by dividing the net
loss by the weighted  average number 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.

NOTE E - LITIGATION
The Company is a  defendant  to a  complaint  filed in the Circuit  Court of the
Eighteenth  Judicial  District  of the State of  Florida on  January  23,  1997,
alleging breach of contract and alleged  damages in the amount of  approximately
$4,323,000,  plus  interest,  costs and  attorney's  fees.  The Company filed an
answer to the complaint  denying the  allegations  therein and a counterclaim on
March 10, 1997. The counterclaim  alleges breach of contract,  common law fraud,
conversion and unjust  enrichment.  The Company  further  asserts damages in the
amount of  approximately  $463,000,  plus interest,  costs and attorney's  fees.
Management believes that the allegations in the complaint are without merit.

The  Company  is also a  defendant  in a  complaint  file 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. According to the plaintiff's attorney, the claim
against  Amplidyne,  Inc. is for $135,000,  plus  unspecified  compensatory  and
punitive  damages.  The  Company  filed an answer to the  complaint  denying the
allegations and a counterclaim  against the plaintiff on September 12, 1998. The
counterclaim  alleges breach of contract for unspecified  damages,  which in the
opinion of management  exceeds  $1,000,000.  The Company intends to aggressively
defend this action and to prosecute its counterclaim.  Management  believes that
the breach of contract was caused by the plaintiff.

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

                                        7

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations The following table sets forth certain operating data:

                                   Total Net Sales
                           Nine Months ended September 30,
                                 1997          1998
                             -----------    -----------

Net sales                    $ 1,185,740    $ 1,155,864
Cost of goods sold             1,171,311        951,679
                             -----------    -----------

  Gross profit (Loss)             14,429        204,185
                             -----------    -----------

Selling, general, and
  administrative                 916,534        758,657
Research, engineering,
  and development                676,976        389,632
                             -----------    -----------

  Total operating expenses     1,593,510      1,148,289
                             -----------    -----------

Stock compensation and
  financing costs                324,540             --
Interest income                  107,845         67,575
Other expenses                    40,298         13,439
                             -----------    -----------

Loss before income taxes      (1,836,074)      (899,968)
Provision for income taxes           599          6,724
                             -----------    -----------

  NET LOSS                   $(1,836,673)   $  (896,692)


Results of  operations - Nine months ended  September  30, 1998  compared to the
Nine months ended September 30, 1997

Net sales for the nine month period ended  September  30, 1998 were  $1,155,864,
while sales for the nine months ended September 30, 1997 were $1,185,740.  Sales
have  stabilized  due to  continuing  orders  from  customers  and  less  orders
requiring large amounts of research and development time.

Gross profit for the nine months ended  September  30, 1998 amounted to $204,185
(17.7% of sales), compared to $14,429 (1.2% of sales) for the corresponding nine
months of 1997.  This increase in gross margin is  principally  attributable  to
improved productivity and purchasing of raw materials.

                                        8
<PAGE>

               PART 1 - FINANCIAL INFORMATION - ITEM 2 (CONTINUED)

Selling,  general,  and administrative  expenses were $223,327 (67% of sales) in
the third  quarter of 1998,  compared to $296,380  (103% of sales) for the third
quarter of 1997.  The decrease is due to continuing  efforts to reduce  overhead
costs, primarily salaries and office expenses.

Research,  engineering,  and development costs decreased in the third quarter of
1998 by $74,481 compared with the corresponding period of 1997. This decrease is
due to a reduced level of staff performing research and development  activities.
This trend should continue as reoccurring orders are received.

Interest  expense  was  lower  in the  third  quarter  of 1998  compared  to the
corresponding  period of 1997. The decrease is due to lower lease  payments,  as
some of the leases on test  equipment have been paid off. This trend is expected
to continue as the  majority  of the  equipment  necessary  for  production  has
already been purchased or leased.

Net loss  decreased to  ($896,692) or ($.20) per share for the nine months ended
September 30, 1998 compared to net losses of  (1,836,673) or (.35) per share for
the same period in 1997.  This  decrease was  primarily due to increase in gross
margins by $189,756 and decrease in operating  expenses by $634,977  compared to
the corresponding period of 1997.

Liquidity and Capital Resources

At September 30, 1998,  the Company had cash and cash  equivalents of $1,097,204
principally  due to the  injection  of IPO funds in early 1997.  The Company had
accrued expenses of $121,998, consisting of payroll and commissions.

The Company  believes  that the net  proceeds of the  Company's  initial  public
offering  and  operations  will meet its working  capital  obligations  and fund
further development of its business for the next twelve months.  There can be no
assurance  that any  additional  financing  will be  available to the Company on
acceptable terms, or at all.

On September  30, 1998,  certain  officers  forgave a portion of their  deferred
compensation in the aggregate  amount of $195,000.  The Company intends to issue
such officers,  shares of Common Stock, with a value of $195,000, based upon the
closing sales price of the Common Stock on such date.

Year 2000

Many existing  computer  systems,  including  certain of the Company's  internal
systems,  use only the last two digits to identify years in the date field. As a
result, these computer systems do not properly recognize a year that begins with
"20" instead of the familiar "19", or may not function properly with years later
than 1999. If not  corrected,  many computer  applications  could fall or create
erroneous  results.  This is  generally  referred to as the "Year 2000" or "Y2K"
issue.

                                        9

<PAGE>

Computer  systems  that are able to deal  correctly  with  dates  after 1999 are
referred to as "Year 2000 compliant".

The Company has 40 employees of which 30 are involved in  production  processes.
The Company's  internal  computers  systems consist of  individualized  PCs. The
Company  intends to replace  all of these PCs with the  latest  hardware,  at an
estimated  cost of about  $20,000.  The  Company's  technical  software has been
upgraded for the Y2K compliance. Presently the Company is exploring the purchase
of a new MRP system,  which will be Y2K compliant,  and will be installed by the
second or third quarter of 1999.  All other  software for day to day office work
is Y2K  compliant.  The Company's  accounting  software will also be upgraded as
part of the MRP system. Estimated cost is about $25,000.  Therefore, the Company
expect to be fully Y2K compliant by the third quarter of 1999.

The Company has  contacted  all its major  vendors and  suppliers to ensure that
they are Y2K  compliant.  Overall the Company does not see any  material  effect
upon its business and operations due to the Y2K problem.

                                       10
<PAGE>



                                   SIGNATURES


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




                                                  AMPLIDYNE, INC.


Dated:  February 16 1998                      By:  /s/ DEVENDAR S. BAINS
                                                    ----------------------------
                                              Name:    Devendar S. Bains
                                             Title:    President


                                       11