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


[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005.


[ ]   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.)

                               59 LaGrange Street
                            Raritan, New Jersey 08869
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (908) 253-6870
                    ----------------------------------------
                           (Issuer's telephone number)


      Indicate  by check  mark  whether  the  registrant  (1) filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the 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 ___

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X] No

The number of shares outstanding of the Issuer's Common Stock, $.0001 Par Value,
as of August 15, 2005 was 17,778,267.

<PAGE>

                                 AMPLIDYNE, INC.
                                   FORM 10-QSB
                         SIX MONTHS ENDED JUNE 30, 2005

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1                 Financial Statements (Unaudited):

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

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

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

                  Statement of Changes in Stockholders' Deficiency.............5

                  Notes to Financial Statements.............................6-13

Item 2            Management's Discussion and Analysis of Financial
                  Condition and Results of Operations......................14-17

Item 3.           Controls and Procedures.....................................17

Item 6.           Exhibits....................................................17


PART II - OTHER INFORMATION

Item 1.     Legal Proceedings.................................................18

Item 2.     Change in Securities..............................................18

Signatures....................................................................19

Certification..............................................................20-21

Exhibit 99.1..................................................................22

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                 AMPLIDYNE, INC.
                                 BALANCE SHEETS


 ASSETS - Pledged                                                   As restated
                                                                       and
                                                                   reclassified
                                                                        for
                                                (Unaudited)        comparability
                                                  June 30          December 31
                                                    2005                2004
                                               ------------        ------------
CURRENT ASSETS
      Cash                                     $    116,304        $    122,234
      Accounts receivable                            15,976              15,597
      Inventories                                   352,165             309,633
                                               ------------        ------------
                        Total current assets        484,445             447,464
                                               ------------        ------------
PROPERTY AND EQUIPMENT - AT COST
      Machinery and equipment                       565,629             565,629
      Furniture and fixtures                         43,750              43,750
      Leasehold improvements                          8,141               8,141
                                               ------------        ------------
                                                    683,703             683,703
      Less accumulated depreciation and
        amortization                               (683,703)           (681,956)
                                               ------------        ------------
                                                         --               1,747
                                               ------------        ------------
                        TOTAL ASSETS           $    484,445        $    449,211
                                               ============        ============


Note:  The balance  sheet at December 31, 2004 has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by accounting principles generally accepted in the Unites
States for complete financial statements.


      The accompanying notes are an integral part of these financial statements


                                       -1-

<PAGE>

                                 AMPLIDYNE, INC.
                                 BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' DEFICIENCY                           As restated
                                                                       and
                                                                   reclassified
                                                                        for
                                                (Unaudited)        comparability
                                                  June 30          December 31
                                                    2005                2004
                                               ------------        ------------
CURRENT LIABILITIES

      Note payable in connection with
        Phoenix investor recision
        agreement                              $     30,000        $     40,000
      Convertible notes payable pursuant
        to Lee financing agreement                  700,745             506,000
      Customer advances                                  --              22,008
      Accounts payable (as restated) --
        Note J                                      340,342             321,064
      Other convertible  notes payable               22,773              22,173
      Accrued expenses and other current
        liabilities                                  80,441             117,845
      Delinquent federal and state
        payroll taxes, penalties &
        interest                                    145,717              81,353
      Accrued settlement of litigation               95,000              95,000
      Loans payable - officers                      366,948             368,706
                                               ------------        ------------

                    Total current liabilities     1,781,966           1,574,149
                                               ------------        ------------

STOCKHOLDERS' DEFICIENCY

      Common stock - authorized,
        25,000,000 shares of $.0001 par
        value; shares 17,376,500 and
        10,376,500 shares issued and
        outstanding at June 30, 2005 and
        December 31, 2004, respectively
        -- Note C                                     1,738               1,038
Additional paid-in capital                       22,772,314          22,503,014
Accumulated deficit                             (24,071,573)        (23,628,990)
                                               ------------        ------------
                                                 (1,297,521)         (1,124,938)
                                               ------------        ------------

                                               $    484,445        $    449,211
                                               ============        ============


Note: The balance sheet at December 31, 2004 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the Unites
States for complete financial statements.

     The accompanying notes are an integral part of these financial statements


                                      -2-
<PAGE>
                                 AMPLIDYNE, INC.
                      STATEMENTS OF OPERATIONS (Unaudited)
                       Three and Six Months Ended June 30

<TABLE>
<CAPTION>
                                                Three Months Ended                 Six Months Ended
                                                     June 30                            June 30
                                          -----------------------------     -----------------------------
                                               2005             2004             2005             2004
                                          ------------     ------------     ------------     ------------
<S>                                       <C>                   <C>         <C>              <C>
Net sales                                 $    150,785          240,226     $    293,377     $    555,593
Cost of goods sold                             190,219          223,367          293,627          511,767
                                          ------------     ------------     ------------     ------------

            Gross profit (loss)                (39,434)          16,859             (250)          43,826
                                          ------------     ------------     ------------     ------------

Operating expenses
      Selling, general and
        administrative                         109,893          109,033          209,144          322,106
      Research, engineering and
        development                            128,105           83,654          229,978          163,180
      Litigation settlement costs                   --           20,160               --           20,160
                                          ------------     ------------     ------------     ------------
            Total operating expenses           237,998          212,847          439,122          505,446
                                          ------------     ------------     ------------     ------------

            Operating loss                    (277,432)        (195,988)        (439,372)        (461,620)

Nonoperating income (expenses)
      Interest income and other income              --               --            3,563               --
      Loss on recision of Phoenix
        agreements                                  --          (40,780)              --          (40,780)
      Interest expense                            (300)            (368)            (600)            (600)
      Federal tax penalties and
        interest                                (2,500)              --           (5,500)              --
      Gain on sale of property and
        equipment                                   --               --               --            4,000
                                          ------------     ------------     ------------     ------------

            Loss before income taxes          (280,232)        (237,136)        (441,909)        (499,000)

Provision for income taxes                          60            2,662              674            5,862
                                          ------------     ------------     ------------     ------------

            NET LOSS                      $   (280,292)    $   (239,798)    $   (442,583)    $   (504,862)
                                          ============     ============     ============     ============

Net loss per share - basic and diluted    $      (0.03)    $      (0.02)    $      (0.04)    $      (0.05)
                                          ============     ============     ============     ============

Weighted average number of shares
  outstanding                               10,622,396       10,376,500       10,500,127       10,376,500
                                          ============     ============     ============     ============
</TABLE>


The accompanying notes are an integral part of these financial statements


                                      -3-
<PAGE>
                                 Amplidyne, Inc.
                      STATEMENTS OF CASH FLOWS (Unaudited)
                            Six Months Ended June 30

<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                     June 30
                                                              -----------------------
                                                                2005          2004
                                                              ---------     ---------
<S>                                                           <C>           <C>
Cash flows from operating activities:
Net Loss                                                      $(442,583)    $(504,862)
                                                              ---------     ---------
Adjustments to reconcile net loss to net cash used in
  operating activities
    Depreciation and amortization                                 1,747        20,000
    Provision for doubtful accounts                              (2,878)       15,260
    Litigation settlement costs                                      --        20,160
    Deferred officer compensation                                 3,942        55,233
    Interest accrued on other convertible
      promissory note                                               600           600
    Issuance of secured promissory in connection
      with loss incurred on rescission of Phoenix
      agreements                                                     --        40,000
    Changes in assets and liabilities
        Accounts receivable                                       2,498        18,368
        Inventories                                             (42,532)       59,189
        Prepaid expenses and other assets                            --        12,307
        Customer advances                                       (22,008)       23,122
        Accounts payable and accrued expense                    (18,125)      210,187
        Delinquent Federal and state payroll
          taxes payable                                          64,364            --
                                                              ---------     ---------
            Total adjustments                                   (12,392)      428,182
                                                              ---------     ---------
    Net cash (used) for operating activities                   (454,975)      (76,680)
                                                              ---------     ---------

Cash flows from financing activities:
    Change in overdraft                                              --       (17,855)
    Officer loans                                                (5,700)       17,000
    Proceeds from convertible notes received directly in
      cash pursuant to Lee financing agreement                  194,745        93,000
    Partial payment of Phoenix secured promissory note          (10,000)           --
    Proceeds from private placement of common stock             270,000            --
                                                              ---------     ---------
      Net cash provided by financing activities                 449,045        92,145
                                                              ---------     ---------

      NET INCREASE (DECREASE) IN CASH                            (5,930)       15,465

Cash at beginning of period                                     122,234            --
                                                              ---------     ---------
Cash at end of period                                         $ 116,304     $  15,465
                                                              =========     =========

Supplemental disclosures of cash flow information:
    Cash paid for: Interest                                   $      --     $      --
                   Income taxes                               $     674     $   5,862

Noncash financing activities:
    Convertible notes issued by Company pursuant to Lee
      financing agreement                                     $      --     $ 250,000
    Less: Proceeds received directly in cash by Company              --        93,000
                                                              ---------     ---------

    Payment of Company obligations by lender in connection
      with financing agreement in exchange for convertible
      notes                                                   $      --     $ 157,000
                                                              =========     =========
</TABLE>

      The accompanying notes are an integral part of these financial statements


                                       -4-
<PAGE>
                                 Amplidyne, Inc.
                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
         Year Ended December 31, 2004 and Six Months Ended June 30, 2005


<TABLE>
<CAPTION>
                                                                                   Preferred Stock              Common Stock
                                                                             -------------------------   -------------------------
                                                                               Shares       Par Value      Shares       Par Value
                                                                             -----------   -----------   -----------   -----------
<S>                                                                      <C>            <C>            <C>            <C>
BALANCE AT DECEMBER 31, 2003 as originally reported                                   --   $        --    10,376,500   $     1,038

Prior period adjustment -- write-off of accounts payable balances no
longer due, discovered in the first quarter of 2005
                                                                             -----------   -----------   -----------   -----------

Balance at December 31, 2003 as restated                                                                  10,376,500         1,038

Net loss for the year ended December 31, 2004
Litigation settlement to be paid through the issuance of common stock
                                                                             -----------   -----------   -----------   -----------
BALANCE AT DECEMBER 31, 2004 as restated                                                                  10,376,500         1,038

Prior period adjustment -- write-off of accounts payable balances no
      longer due, discovered in the first quarter of 2005
                                                                             -----------   -----------   -----------   -----------
Balance at December 31, 2004 as restated                                                                  10,376,500         1,038

Net loss for the six months ended June 30, 2005 Offering costs for private
Offering costs for placement settleable in authorized but
      not yet issued restricted common stock
Private placement of common stock, net of costs of $26,000                                                 7,000,000           700
                                                                             -----------   -----------   -----------   -----------

BALANCE AT JUNE 30, 2005                                                              --   $        --    17,376,500   $     1,738
                                                                             ===========   ===========   ===========   ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                          Additional
                                                                          Paid-In      Accumulated    Subscriptions
                                                                          Capital        Deficit      Receivable         Total
                                                                         ----------     ----------     ----------     ----------
<S>                                                                      <C>            <C>           <C>             <C>
BALANCE AT DECEMBER 31, 2003 as originally reported                     $ 22,494,854    $(22,930,175)   $         --   $   (434,283)

Prior period adjustment -- write-off of accounts payable balances no
      longer due, discovered in the first quarter of 2005                                     70,061                         70,061
                                                                        ------------    ------------    ------------   ------------

Balance at December 31, 2003 as restated                                  22,494,854     (22,860,114)                      (364,222)

Net loss for the year ended December 31, 2004                                               (834,661)                      (834,661)
Litigation settlement to be paid through the issuance of common stock         (8,160)                                        (8,160)
                                                                        ------------    ------------    ------------   ------------

BALANCE AT DECEMBER 31, 2004 as restated                                  22,503,014     (23,694,775)             --     (1,190,723)

Prior period adjustment -- write-off of accounts payable balances no
      longer due, discovered in the first quarter of 2005                                     65,785                         65,785
                                                                        ------------    ------------    ------------   ------------
Balance at December 31, 2004 as restated                                  22,503,014     (23,628,990)                    (1,124,938)

Net loss for the six months ended June 30, 2005                                             (442,583)                      (442,583)
Offering costs for private placement settleable in authorized but
      not yet issued restricted common stock                                  26,000                                         26,000
Private placement of common stock, net of costs of $26,000                   243,300                                        244,000
                                                                        ------------    ------------    ------------   ------------

BALANCE AT JUNE 30, 2005                                                $ 22,772,314    $(24,071,573)   $         --   $ (1,297,521)
                                                                        ============    ============    ============   ============
</TABLE>

      The accompanying notes are an integral part of these financial statements


                                      -5-
<PAGE>
                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2005

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 three and six month periods ended June 30, 2005 and 2004, (b)
the financial  position at June 30, 2005,  (c) the  statements of cash flows for
the six month  period  ended  June 30,  2005 and 2004 , and (d) the  changes  in
stockholders'  deficiency for the six month period ended June 30, 2005 have been
made.  The results of operations for the three or six months ended June 30, 2005
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, 2004  included in the  Company's  Form
10-KSB filed with the Securities and Exchange Commission on April 15, 2005.

      The Company's financial  statements have been presented on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the normal course of business.  The liquidity of the Company has
been adversely  affected in recent years by significant  losses from operations.
As further  discussed in Note F, the Company incurred losses of $442,583 for the
six months  ended June 30,  2005,  has limited  cash  reserves  and has seen its
working  capital  decline by $170,836 to a deficiency  of  $1,297,521  ($647,521
after  considering  conversion  of the  Lee  notes  - see  Note C 2)  since  the
beginning of the fiscal year. Current liabilities exceed cash and receivables by
$1,649,686  ($999,686 after conversion of Lee notes) indicating that the Company
will have difficulty meetings its financial  obligations for the balance of this
fiscal year. These factors raise  substantial  doubt as to the Company's ability
to continue as a going concern.  Recently,  operations have been funded by loans
from the Chief  Executive  Officer and costs have been cut  through  substantial
reductions in labor and operations.

As further discussed in Note F, management is seeking  additional  financing and
intends to aggressively market its products, control operating costs and broaden
its product base through  enhancements  of products.  The Company  believes that
these  measures may provide  sufficient  liquidity for it to continue as a going
concern in its  present  form.  Accordingly,  the  financial  statements  do not
include any adjustments  relating to the  recoverability  and  classification of
recorded  asset amounts or the amount and  classification  of liabilities or any
other  adjustments  that  might be  necessary  should  the  Company be unable to
continue as a going concern in its present form.

Off-balance sheet arrangements
We do not have any transactions,  agreements or other  contractual  arrangements
that constitute off balance sheet arrangements.


                                      -6-
<PAGE>
                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2005

NOTE C - STOCKHOLDERS' EQUITY

1.    Warrants and Options

      At June 30, 2005, the following 395,000 warrants, remained outstanding:

      (1)   20,000 exercisable at $1.00 through May 2010
      (2)   300,000 exercisable at $2.00 through December 31, 2005
      (3)   75,000 exercisable at $.96 through March 2007

      At June 30, 2005,  the Company had employee  stock options  outstanding to
acquire 370,000 shares of common stock at exercise prices of $0.20 to $1.50.

2.    Stock Purchase and Financing Agreements

On January 28, 2004,  the Company  entered into a  Subscription  Agreement  (the
"Agreement")  with  Phoenix  Opportunity  Fund II, L.P.  ("Phoenix"),  a limited
partnership organized under the laws of the State of Delaware, pursuant to which
Phoenix  agreed to make  investments  in the Company in  exchange  for notes and
preferred shares..

The  preferred  shares were never issued to Phoenix.  Due to a dispute among the
Parties  with  respect to the terms of the loan  transaction.  The  Company  and
Phoenix  agreed  to  rescind  their  agreement,  and the  Company  agreed to pay
Phoenix:  (i) $20,000 in cash for the funds  Phoenix  invested,  (ii) $80,000 in
cash for the funds which  Phoenix  lent to the  Company,  and (iii)  $40,000 for
expenses  incurred by Phoenix on behalf of the Company.  The $40,000 was paid by
delivery of a secured  promissory note due March 31, 2005, and bearing  interest
at the rate of eight percent per annum secured by  substantially  all the assets
of the Company.

The  Company  did not make the  required  $40,000  payment due on March 31, 2005
under the  Phoenix  rescission  agreement,  and the  Company  remains  currently
delinquent.  However,  the  Company  did make a payment  of  $10,000  during the
quarter  ended  June 30,  2005.  As yet,  no action  has been  taken by  Phoenix
concerning this default.

In a separate  transaction,  John Lee of Piscataway,  NJ ("Lee")  entered into a
Note Purchase Agreement with the Company by which Lee agreed to lend the Company
an initial $200,000 and up to an additional $200,000 in one or more installments
on or before  October  30,  2004.  The  Company  agreed to  deliver  to John Lee
convertible  promissory  notes  which  are  convertible  into  Series  C  shares
representing  approximately  80% of the Company's  outstanding  stock on a fully
diluted basis.  Such  conversion  will take place at such time as the Company is
able to do so. Messrs. Devendar Bains and Tarlochan Bains are required to devote
their full  business time and attention to the business of the Company for eight
(8)  years  from May 25,  2004.  In the  event  that  either  Devendar  Bains or
Tarlochan Bains must leave the employ of the Company for any reason, each agrees
that,  if requested  by the Board of  Directors of the Company,  he will use his
best efforts to find a qualified replacement for himself acceptable to the Board
of  Directors,  and that he will not engage in a business  competitive  with the
Company for a period of eight (8) years. On May 25, 2004, Lee loaned the Company
$250,000,  and  was  issued  two  convertible  promissory  notes  which  will be
convertible in the aggregate into Series C shares representing approximately 32%
of the  Company's  outstanding  stock  on a fully  diluted  basis,  if and  when
converted.  If not  converted,  the notes are payable on demand,  provided  that
demand cannot be made before December 31, 2004, unless the Company is in default
of the Note Purchase Agreement.


                                      -7-
<PAGE>
                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2005

Of the  $250,000  loaned to the  Company,  $100,000  was used to pay  Phoenix in
connection with the rescission described above, $45,000 was used to make a final
payment in resolution  of  litigation  with High Gain Antenna Co. Ltd. of Korea,
and to pay associated bank fees,  $12,000 was used to pay legal fees and $43,000
was used for working capital purposes. In August 2004, an additional $50,000 was
received  from each of Hye Joung Lee (A/K/A  Jessica  Lee) and Joong Bin Lee (an
aggregate of $100,000) in connection with the same agreement.  These parties are
business  associates of John Lee, but otherwise  unrelated.  In October 2004, an
additional  $156,000 was received  from John Lee, of which $6,000  represented a
temporary additional advance outside of the Series C Convertible financing.

At various  times from  February  through May 2005, an aggregate of $194,745 was
received from John Lee in connection with the Series C Convertible financing.

No conversions to the Series C shares, pursuant to the Lee financing,  have been
made  as of  June  30,  2005  and to the  date of the  issuance  of the  current
quarter's financial statements. In addition, no demand for payment has been made
by Lee as of June  30,  2005  and to the  date of the  issuance  of the  current
quarter's financial  statements.  However, on June 27, 2005, the Company entered
into an  agreement  with  Lee  whereby  130,000  of  Series C  Preferred  shares
(convertible into 13,000,000 common shares) would be issued in full satisfaction
of $650,000 of loans made by him to the Company.  These shares had not issued by
June 30, 2005 because the Company had not  authorized  the issuance of preferred
shares.

In June 2005 the Board of Directors consented to the following:

o     Authorized and created 500,000 Series C Convertible Preferred Stock with a
par value of $.0001 with each share convertible into 100 shares of common stock;

o     Amend the Certificate of Incorporation  to increase the authorized  shares
of common stock to 100,000,000 shares, $.0001 par value;

o     Authorize the  conversion of $650,000 of the Lee notes into 130,000 shares
of Series C Convertible Preferred Stock;

o     Renew and amend the Stock Option Plan extending the plan for an additional
ten (10) years and increasing the number of shares from 2,250,000 to 5,000,000;

o     Issue to Jessica Lee 10,000 shares of Series C Convertible Preferred Stock
convertible into 1,000,000 shares of common stock in satisfaction of $50,000 due
to her;

o     Issue 185,000 shares to the holders of the  convertible  promissory  notes
with a balance of $22,773 at June 30, 2005 at a price of $.06 per share  reduced
from the $.10 per share as set forth in the promissory notes;

o     Issue  200,000  shares  of  common  stock and  200,000  cashless  warrants
exercisable at $.30 per share to its lawyer for services rendered;


o     Issue an aggregate of 7,000,000 shares of common stock to certain selected
individuals and entities via Private  Placements  with  piggy-back  registration
rights and;

o     Settlement of the liability for unpaid  officer  compensation  through the
issuance  of common  stock  warrants  and the  establishment  of new  employment
agreements (See Note G).


                                      -8-
<PAGE>
                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2005

NOTE D - LOSS PER SHARE

      The Company  complies with the  requirements  of 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.  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  (see Note C) because they are
antidilutive.

NOTE E - 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.    A  customer  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 that  customer at a cost of
$175,000;  $25,000 was to be paid  quarterly  over two years.  $95,000  remained
unpaid at June 30, 2005.

2.    In April  2004,  a law firm filed a  judgement  against the Company in the
amount of  approximately  $40,000 in connection  with  non-payment of legal fees
owed to it. Inasmuch as this is a perfection of an already  recorded  liability,
management  does not believe that the judgement  will have a material  impact on
the financial position of the Company.

3.    The  Company  (as well as an officer  and  director  of the  Company) is a
defendant in a complaint  brought in November  2003 in the Circuit  Court of the
State of Florida (17th Judicial  District,  Broward  County)  alleging fraud and
seeking relief for unspecified damages and costs associated with an aborted plan
of merger. Management has been in settlement discussions with the plaintiff, but
to date has not reached an accord.  On June 29, 2004, the Company filed a Motion
to Dismiss the lawsuit against the Company.


NOTE F - LIQUIDITY

      The Company's financial  statements have been presented on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the normal course of business.  The liquidity of the Company has
been adversely  affected in recent years by significant  losses from operations.
The Company has  incurred  losses of $442,583  and  $504,862  for the six months
ended June 30, 2005 and 2004, respectively.

      With insufficient  remaining cash and reduced revenues, we believe that we
will have great  difficulty  meeting our working  capital needs over the next 12
months.  The Company is presently  dependent on cash flows  generated from sales
and financing  from private  placements  and under the Note  Purchase  Agreement
described in Note C.2. Our failure to enter into additional  private  placements
of  securities,   consummate  a  merger  with  an  appropriate   partner  or  to
substantially  improve our revenues will have serious adverse  consequences and,
accordingly,  there is  substantial  doubt in our  ability to remain in business
over the next 12 months.  There can be no assurance  that any 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.


                                      -9-
<PAGE>
                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2005

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

o     Increasing  sales of its amplifier  products by developing  newer products
for the Multimedia  Broadcast  market place through both  individual  customers,
strategic alliances and mergers.

o     Issue common and preferred stock through private placements.

      Decreasing  the  dependency  on certain  major  customers by  aggressively
seeking other customers in the 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     Reducing  costs through a more  streamlined  operation by using  automated
machinery to produce components for our products;

o     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.

o     Merging  with  another  company to provide  adequate  working  capital and
jointly develop innovative products.


                                      -10-
<PAGE>
                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2005

NOTE G - OFFICER LOANS AND DEFERRED COMPENSATION

      As of June 30, 2005,  the Company owes $291,649 to Devendar S. Bains,  the
former Chief  Executive  Officer for loans and unpaid  salaries.  During the six
months ended June 30, 2005, the Company repaid $5,700 to officers.


      On June 27, 2005, the Board of Directors resolved to enter into settlement
agreements with Devendar S. Bains and Tarlochan S. Bains to settle the liability
for unpaid salaries as follows:


o     Devendar S. Bains - the Company  shall (a) issue a three-year  warrant for
the purchase of 1,000,000 shares common stock exercisable at $.20 per share (the
"Warrant"),  and (b) enter into a three-year employment agreement at $80,000 per
year.  The Company will also  provide an option,  in lieu of the Warrant and the
employment  agreement,  for the  payment of  $250,000  in cash and a  consulting
agreement at  approximately  $65 per hour,  to be exercised  within 90 days upon
successful  completion  of a  contemplated  private  offering  of the  Company's
securities  raising  gross  proceeds of  $2,500,000  (the  "Option").  Mr. Bains
beneficially owns 1,050,000 stock options that shall be extended until May 2008,
and are otherwise not affected by this settlement.

o     Tarlochan Bains - the Company shall (a) issue a three-year warrant for the
purchase of 1,000,000  shares of common stock  exercisable at $.20 per share (b)
enter into a three-year  employment agreement at $80,000 per year, and (c) issue
500,000  employee stock options pursuant to the Plan, of which 166,667 will vest
per year for three years and be exercisable at $.20 per share.

Neither the Warrants or Options  described  above have as yet been  issued,  nor
have the Employment Agreements been executed and signed.


NOTE H - SEGMENT INFORMATION

      The Company has not pursued its wireless Internet connectivity business
since 2003 and is essentially currently operating in one segment.


NOTE I - COMMITMENTS AND OTHER COMMENTS

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 was $71,000 plus the Company's  share of
real estate taxes,  utilities  and other  occupancy  costs.  The landlord held a
security deposit of $35,625 representing approximately 6 months rent.


                                      -11-
<PAGE>
                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  June 30, 2005

In July 2004, Tek, Ltd. ("Tek") a company wholly owned by John Lee, entered into
a contract with the existing landlord of the operating  premises to purchase the
building.  In  connection  therewith,  Tek  negotiated  a return of the security
deposit and accumulated  interest thereon to the Company in the aggregate amount
of $40,160.  The Company was leasing the  premises on a month to month basis and
paying rent on a  semi-monthly  basis.  On April 22, 2005,  concurrent  with the
closing of the  purchase of the  building by Tek,  the  Company  entered  into a
non-cancelable  operating  lease  with Tek which  commenced  on June 1, 2005 and
expires on May 31, 2008.  The Company is  obligated  for minimum  annual  rental
payments as follows:

Year ending December 31
2005                                                $    33,000
2006                                                     69,000
2007                                                     72,000
2008                                                     30,000
                                                    -----------
                                                    $   204,000
                                                    ===========

Rent expense,  including the Company's share of real estate taxes, utilities and
other occupancy costs, was $51,387 and $41,932 for the six months ended June 30,
2005 and 2004, respectively.


2.    NOTES PAYABLE  CONVERTIBLE  INTO COMMON STOCK AT HOLDERS'  OPTION In March
2003, two investors, each of which already own approximately 4% of the Company's
outstanding  common stock,  loaned the Company  $20,000.  The terms of each loan
provide for 6% interest  and were due in March 2005 with  accrued  interest.  By
their terms, the loans provide for accelerated payment under certain conditions,
and conversion  prior to maturity into the Company's common stock at the holders
option at the rate of $.10 per share.  As of December  31,  2004,  there were no
conditions present that trigger an acceleration, nor has either holder exercised
their option to convert them into common stock.

The  Company  did not make the  required  payments  due March 31, 2005 under the
notes, for principal and interest, and the Company remains currently delinquent.
As yet, no actions  have been taken by the holders  concerning  this  default.On
June 27, 2005,  the Board of Directors  resolved to issue  185,000 of restricted
common  stock to each  note  holder  (370,000  shares  in  total)  at a  revised
conversion price of $.06 per share.

NOTE J - RESTATEMENT OF PRIOR AND CURRENT YEAR'S FINANCIAL STATEMENTS

During the quarter  ended March 31, 2005,  as a result of  management  review of
accounts  payable  details,  it was  determined  that  liabilities  reflected as
outstanding  at both  December  31, 2004 and 2003 for  accounts  payable were no
longer due and  payable.  The  write-off  of these  liabilities  resulted in the
reflection  of a gain of $135,846  reflected  in  operations  for the year ended
December 31, 2003, and reduction in Company  liabilities  and a reduction in its
shareholders'  deficit  at  December  31,  2004  and  2003.   Accordingly,   the
accumulated  deficit as originally reported at December 31, 2003 as reflected in
the  Statement  of  Shareholders'  Deficiency  has been  restated to reflect the
write-off of accounts  payable  balances as they should have  occurred  prior to
December 31, 2003.


                                      -12-
<PAGE>
NOTE K - SUBSEQUENT EVENTS

o     July  30, 2005: The Company filed a Certificate of designation of Series C
Convertible  Preferred  Stock with the State of  Delaware,  designating  500,000
shares at a par value of $.0001 per  share.  The  shares  are  convertible  into
Common  Stock at the rate 100  shares  of  Common  Stock  per  share of series C
Preferred Stock and have a liquidation  preference of $750,000 per share. It has
been determined that the amount of the liquidation preference exceeds the amount
originally  intended by the Board. The Company plans to amend the Certificate of
Designation to reflect the correct  liquidation  preference  after the amount is
properly determined.

o     August 11, 2005:  Issued 130,000 shares of Series C Convertible  Preferred
Stock to John C. Lee in satisfaction of $650,000 owed to him by the Company.

o     August 11, 2005:  Issued 10,000  shares of Series C Convertible  Preferred
Stock to Jessica Lee in satisfaction of $50,000 owed to her by the Company.

o     July  26,  2005:  Issued  370,000  shares  in  settlement  of  convertible
promissory notes


                                      -13-
<PAGE>
                                 AMPLIDYNE, INC.

PART I - FINANCIAL INFORMATION

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Results of  Operations - The Three Months Ended June 30, 2005  Compared to Three
Months Ended June 30, 2004.

Revenues  for the three  months  ended June 30, 2005  declined  by $89,441  from
$240,226 to  $150,785,  or 37% compared to the three months ended June 30, 2004.
The sales decreases were primarily in amplifiers.  The majority of the amplifier
sales for the three months ended June 30, 2005 were  obtained  from the Wireless
Local Loop amplifier products to a major European customer.  Sales of amplifiers
were  approximately  94% of total  sales  compared to 93% of total sales for the
same period last year.  The Ampwave high speed  wireless  Internet  products and
broadband solutions accounted for approximately 6% of total sales, against 7% of
total sales for the same period last year.

The Company has continued to develop and refine its  amplifier  products for the
wireless  communications  market.  The company  completed the development of its
W-CDMA  amplifier  with DSP  control.  The  sale of this  product  is  initially
targeted at Asian markets.  To this end product is being  submitted to potential
customers  for  evaluation.  The  company  hopes this will turn into  production
orders and such company is retaining its core  production  personnel even though
the sales of older product are declining

Cost of sales was  $190,219  or 126% of sales  compared  to 93%  during the same
period for 2004.  Gross margin for the three months ended June 30, 2005 amounted
to a loss of $(39,434)  ((26)%)  compared to a profit of $16,859  (7%),  for the
same period ended June 30, 2004. The decline in gross margin was principally due
to the lowered  production while staff levels were maintained in preparation for
new product  production.  The Company is continuing to assess cost reduction and
is promoting increased product demand to improve gross margins in 2005.

Selling,  general  and  administrative  expenses  increased  in  2005 by $860 to
$109,893 from $109,033 in 2004. Expressed as a percentage of sales, the selling,
general  and  administrative  expenses  were 73% in 2005  and 45% in  2004.  The
principal  factors  contributing  to  the  stability  of  selling,  general  and
administrative  expenses were related to the effects of our cost cutting program
implemented  in 2002.  In the  quarter  ended June 30,  2005,  we  continued  to
maintain the lower staffing and overhead levels that we instituted in 2002.

Research, engineering and development expenses were $128,105 or 85% of net sales
for the three months ended June 30, 2005 compared to $83,654 or 35% of net sales
in 2004. In 2005, the principal  activity of the business  related to the design
and  production of product for OEM  manufacturers,  particularly  for the W-CDMA
with DSP control.  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 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.

Interest income was $NIL in 2005 and 2004 because we have not been investing our
cash balances in interest bearing accounts due to immediate cash flow needs.


                                      -14-
<PAGE>
                                 AMPLIDYNE, INC.

Interest  expense was $600 in 2005  compared to $600 in 2004 and was for accrued
interest on other convertible promissory notes.

As a result of the  foregoing,  the Company  incurred  net losses of $280,292 or
$0.03 per share for the quarter  ended June 30, 2005 compared with net losses of
$239,798 or $0.02 per share for the same quarter in 2004.

Results of  Operations  - The Six Months  Ended June 30,  2005  Compared  to Six
Months Ended June 30, 2004.

Revenues  for the six months  ended June 30,  2005  declined  by  $262,216  from
$555,593 to $293,377, or 47% compared to the six months ended June 30, 2004.

The majority of the amplifier  sales for the six months ended June 30, 2005 were
obtained from the Wireless  Local Loop  amplifier  products to a major  European
customer.

The Company has continued to develop and refine its  amplifier  products for the
wireless communications market. Sales and marketing efforts have been focused on
Asian markets.

Cost of sales was  $293,627 or nearly 100% of sales  compared to $511,767 or 92%
of sales  during the same  period  for 2004.  The  decline  in gross  margin was
principally due to the lowered production while staff in production was retained
in anticipation  rotating into new product.  The Company is continuing to assess
cost  reduction  and is  promoting  increased  product  demand to improve  gross
margins in 2005.

Selling,  general and  administrative  expenses decreased in 2005 by $112,962 to
$209,144  from  $322,106,  in 2004.  Expressed  as a  percentage  of sales,  the
selling,   general   and   administrative   expenses   (excluding   stock  based
compensation)  were  71%  in  2005  and  58%  in  2004.  The  principal  factors
contributing  to the decrease in selling,  general and  administrative  expenses
were related to the effects of our cost cutting program  implemented in 2002. In
the quarter ended June 30, 2005, we continued to maintain the lower staffing and
overhead levels that we instituted in 2002.

Research, engineering and development expenses were $229,978 or 78% of net sales
for the six months ended June 30, 2005  compared to $163,180 or 29% in 2004.  In
2005,  the  principal  activity  of  the  business  related  to the  design  and
production  of  product  for OEM  manufacturers,  particularly  for  the  W-CDMA
amplifier.   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 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 2004 of $NIL.  Interest
income was $NIL in 2005 because we have not been  investing our cash balances in
interest bearing accounts due to immediate cash flow needs.

As a result of the  foregoing,  the Company  incurred  net losses of $442,583 or
$0.04 per share for the six months ended June 30, 2005  compared with net losses
of $504,862 or $0.05 per share for the same period in 2004.


                                      -15-
<PAGE>
                                 AMPLIDYNE, INC.


Item 3. Liquidity and Capital Resources

Liquidity refers to our ability to generate adequate amounts of cash to meet our
needs.  We have been  generating the cash necessary to fund our operations  from
continual  loans from the former  President and Chief  Executive  Officer of the
Company,  Devendar Bains. We have incurred a loss in each year since  inception.
We expect to incur further losses, that the losses may fluctuate,  and that such
fluctuations  may be  substantial.  As of June  30,  2005 we had an  accumulated
deficit of $24,071,573.  Potential  immediate  sources of liquidity are loans in
connection with the Convertible Notes.

As of June 30, 2005, our current  liabilities  exceeded our cash and receivables
by $1,649,686  ($999,686 after  conversion of the Lee notes).  Our current ratio
was 0.27 to 1.00,  but our ratio of accounts  receivable to current  liabilities
was only 0.07 to 1.00. This indicates that we will have  difficulty  meeting our
obligations  as they come due. We are carrying  $352,165 in inventory,  of which
$202,363  represents  component  parts.  Based  on year to  date  usage,  we are
carrying  569 days  worth of parts  inventory.  Because of the lead times in our
manufacturing process, we will likely need to replenish many items before we use
everything  we now  have in  stock.  Accordingly,  we  will  need  more  cash to
replenish our component parts inventory before we are able realize cash from all
of our existing inventories.

As of June 30, 2005, we had cash of $116,304  compared to an cash of $122,234 at
December 31, 2004.  Overall our cash decreased $5,930 during 2005. Our cash used
for  operating  actives  was  $454,975  This year we repaid  loans of $5,700 and
deferred salary  payments to  officer/stockholders  of $3,942.  We also received
proceeds from the issuance of convertible promissory notes of $194,745.

Because  of our  relatively  small  number of  customers  and low sales  volume,
accounts receivable balances and allowances for doubtful accounts do not reflect
a consistent  relationship  to sales.  We determine  our  allowance for doubtful
accounts based on a specific  customer-by-customer  review of collectiblity.  At
June 30, 2005 and  December  31, 2004 no  allowance  for  doubtful  accounts was
required.

Our inventories increased by $42,532 to $352,165 in 2005 compared to $309,633 at
December 31, 2004, a decrease of 14%.

The Company  has a lease  obligation  for its  premises  and  certain  equipment
requiring  minimum monthly  payments of  approximately  $5,500 to $6,000 through
2008.

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.

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 vendors 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.

With insufficient  remaining cash and reduced revenues,  we believe that we will
have great difficulty meeting our working capital needs over the next 12 months.
The  Company  is  presently  dependent  on cash flows  generated  from sales and
financing  from  private  placements  and  under  the  Note  Purchase  Agreement
described in Note C.2. Our failure to enter into additional  private  placements
of  securities,   consummate  a  merger  with  an  appropriate   partner  or  to
substantially  improve our revenues will have serious adverse  consequences and,
accordingly,  there is  substantial  doubt in our  ability to remain in business
over the next 12 months.  There can be no assurance  that any 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.


                                      -16-
<PAGE>
                                 AMPLIDYNE, INC.

CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
the former Chief Executive and Principal  Accounting  officer, we have evaluated
the  effectiveness  of the  design  and  operation  of our  disclosure  controls
pursuant to Exchange Act Rule  13a-14(c) as of the end of the period  covered by
this report.  Based upon that  evaluation,  the Chief  Executive  and  Principal
Accounting  Officer  concluded  that  the  Company's   disclosure  controls  and
procedures are effective in timely alerting him to material information required
to be included in the  Company's  periodic SEC filings  relating to the Company.
There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect these internal controls  subsequent to
the date of my most recent evaluation.

Our management,  including the former Chief  Executive and Principal  Accounting
officer, does not expect that our disclosure controls and internal controls will
prevent all error and all fraud. A control system,  no matter how well conceived
and operated,  can provide only  reasonable,  not absolute,  assurance  that the
objectives  of the  control  system  are met.  Further,  the design of a control
system  must  reflect  the fact that  there are  resource  constraints,  and the
benefits of controls must be considered  relative to their cost.  Because of the
inherent  limitations  in all control  systems,  no  evaluation  of controls can
provide absolute assurance that all control issues and instances of fraud within
the Company,  if any, will be detected.  These inherent  limitations include the
realities that judgments in decision-making  can be faulty, and that a breakdown
can occur because of a simple error. Additionally,  controls can be circumvented
by the individual acts of some persons,  by collusion of two or more people,  or
by management override of the control.

Item 6. EXHIBITS

The following is a list of exhibits to this Form 10-QSB:

*     Certification  of the Company's Chief  Executive and Principal  Accounting
Officer  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxely Act of 2002.

*     Certification  of the Company's Chief  Executive and Principal  Accounting
Officer  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxely Act of 2002.


                                      -17-
<PAGE>
                                 AMPLIDYNE, INC.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note E to the Company's financial  statements set forth in Part I. * ITEM 2.
CHANGE IN SECURITIES

o     During  the  second  quarter  ended  June 30,  2005,  the  Company  issued
7,000,000 shares of Common Stock through private placements.

o     July  30, 2005: The Company filed a Certificate of designation of Series C
Convertible  Preferred  Stock with the State of  Delaware,  designating  500,000
shares at a par value of $.0001 per  share.  The  shares  are  convertible  into
Common  Stock at the rate 100  shares  of  Common  Stock  per  share of series C
Preferred Stock and have a liquidation  preference of $750,000 per share. It has
been determined that the amount of the liquidation preference exceeds the amount
originally  intended by the Board. The Company plans to amend the Certificate of
Designation to reflect the correct  liquidation  preference  after the amount is
properly determined.


o     August 11, 2005:  Issued 130,000 shares of Series C Convertible  Preferred
Stock to John C. Lee in satisfaction  of $650,000 owed to him by the Company.  o
August 11, 2005: Issued 10,000 shares of Series C Convertible Preferred Stock to
Jessica Lee in satisfaction of $50,000 owed to her by the Company.

o     July  26,  2005:  Issued  370,000  shares  in  settlement  of  convertible
promissory notes


                                      -18-
<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:  August 22, 2005    By:    /s/  John C. Lee
                                  --------------------------------------------
                           Name:  John C. Lee
                           Title: Chief Executive Officer,
                                  Principal Accounting Officer and Director


Dated:  August 22, 2005    By:    /s/  Tarlochan S. Bains
                                  --------------------------------------------
                           Name:  Tarlochan S. Bains
                           Title: Vice President, Amplifier Division, Directors,
                                  Former Chief Executive Officer and
                                  Former Principal Accounting Officer


                                      -19-