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 SEPTEMBER 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

                      WI-TRON, INC. (F/K/A 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 ___

The number of shares outstanding of the Issuer's Common Stock, $.0001 Par Value,
as of November 21, 2005 was 18,038,267.


<PAGE>


                      WI-TRON, INC. (F/K/A AMPLIDYNE, INC.)
                                   FORM 10-QSB
                      NINE MONTHS ENDED SEPTEMBER 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..............................................................20-22

Exhibit 99.1..................................................................23



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                       WI-TRON, INC. (F/K/A AMPLIDYNE, INC.)
                                                  BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS                                                                                As restated and
                                                                                      reclassified for
                                                                     (UNAUDITED)       comparability
                                                                     September 30       December 31
                                                                         2005               2004
                                                                  ----------------    ----------------
<S>                                                               <C>                 <C>
CURRENT ASSETS
         Cash                                                     $        132,453    $        122,234
         Accounts receivable                                                18,846              15,597
         Inventories                                                       297,288             309,633
                                                                  ----------------    ----------------

                  Total current assets                                     448,587             447,464
                                                                  ----------------    ----------------

PROPERTY AND EQUIPMENT - AT COST
         Machinery and equipment                                           587,276             565,629
         Furniture and fixtures                                             43,750              43,750
         Leasehold improvements                                              8,141               8,141
                                                                  ----------------    ----------------
                                                                           639,167             617,520
         Less accumulated depreciation and amortization                   (619,142)           (615,773)
                                                                  ----------------    ----------------
                                                                            20,025               1,747
                                                                  ----------------    ----------------

SECURITY DEPOSITS AND OTHER NON-CURRENT ASSETS                               5,500                --
                                                                  ----------------    ----------------

                                                 TOTAL ASSETS $            474,112    $        449,211
                                                                  ================    ================
</TABLE>

Note: The balance sheet at December 31, 2004 as 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.




<PAGE>


                                          WI-TRON, INC. (F/K/A AMPLIDYNE, INC.)
                                                      BALANCE SHEETS

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                                    As restated and
                                                                                                            reclassified for
                                                                                           (UNAUDITED)       comparability
                                                                                           September 30       December 31
                                                                                               2005               2004
                                                                                        ----------------    ----------------
<S>                                                                                     <C>                 <C>
CURRENT LIABILITIES
         Note payable in connection with Phoenix investor recision agreement            $         25,000    $         40,000
         Convertible notes payable pursuant to Lee financing agreement                              --               506,000
         Customer advances                                                                          --                22,008
         Accounts payable  (as restated) -- Note J                                               293,085             321,064
         Accrued expenses and other current liabilities                                           99,051             117,845
         Delinquent federal and state payroll taxes, penalties & interest                        157,160              81,353
         Accrued settlement of litigation                                                         95,000              95,000
         Other convertible  notes payable                                                           --                22,173
         Notes payable issued in connection with private placement
                  of common stock, including accrued interest of $2,516                          302,516                --
         Loans payable - officers                                                                419,777             368,706
                                                                                        ----------------    ----------------

                                                                    TOTAL LIABILITIES          1,391,589           1,574,149
                                                                                        ----------------    ----------------


STOCKHOLDERS' DEFICIENCY

         Convertible Preferred stock - authorized 500,000 shares of $.0001
         par value; 140,000 shares issued and outstanding solely at September
         30, 2005, with a liquidation preference of $750,000 per share

                                                                                                      14                --

         Common stock - authorized, 100,000,000 shares of $.0001 par
             value; 18,346,500 shares and 10,376,500 shares issued
             and outstanding at September 30, 2005  and December 31,
              2004, respectively                                                                   1,835               1,038
         Additional paid-in capital                                                           23,552,603          22,503,014
         Subscriptions receivable - common stock                                                  (6,000)               --
         Accumulated deficit                                                                 (24,465,929)        (23,628,990)
                                                                                        ----------------    ----------------
                                                                                                (917,477)         (1,124,938)
                                                                                        ----------------    ----------------

                                                                                        $        474,112    $        449,211
                                                                                        ================    ================
</TABLE>

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.


                                       2
<PAGE>


                                                    AMPLIDYNE, INC.
                                          STATEMENTS OF OPERATIONS (UNAUDITED)
                                        THREE AND NINE MONTHS ENDED SEPTEMBER 30

<TABLE>
<CAPTION>
                                                               Three Months Ended                      Nine Months Ended
                                                                  September 30                           September 30
                                                           2005                2004                2005                2004
                                                     ----------------    ----------------    ----------------    ----------------
                                                                           Reclassified                            Reclassified
                                                                                for                                     for
                                                                           comparability                           comparability
                                                                          to current year                         to current year

<S>                                                  <C>                          <C>        <C>                 <C>
Net sales                                            $        105,363             115,439    $        402,304    $        671,032
Cost of goods sold                                            176,128             154,532             469,756             666,299
                                                     ----------------    ----------------    ----------------    ----------------

                  Gross profit (loss)                         (70,765)            (39,093)            (67,452)              4,733
                                                     ----------------    ----------------    ----------------    ----------------

Operating expenses
         Selling, general and administrative                  205,796             194,618             413,819             521,889
         Research, engineering and development                 86,570              11,159             316,547             174,338
         Litigation settlement costs                             --                   300                --                20,460
                                                     ----------------    ----------------    ----------------    ----------------
                  Total operating expenses                    292,366             206,077             730,366             716,687
                                                     ----------------    ----------------    ----------------    ----------------

                  Operating loss                             (363,131)           (245,170)           (797,818)           (711,954)

Nonoperating income (expenses)
         Interest income and other income                        --                 3,995                --                 3,995
         Settlement of balance due (loss incurred)
          on Phoenix  rescission agreement                       --                  --                  --               (40,780)
         Interest expense                                      (2,516)               (300)             (3,115)               (900)
         Federal tax penalties and interest                    (8,205)               --               (13,705)               --
         Gain on sale of property and equipment                  --                  --                  --                 4,000
         Loan conversion costs                                (21,627)                  0             (21,627)                  0
                                                     ----------------    ----------------    ----------------    ----------------
                  Loss before income taxes                   (395,479)           (241,475)           (836,265)           (745,639)

Provision for income taxes                                       --                  --                   674                 698
                                                     ----------------    ----------------    ----------------    ----------------

                  NET LOSS                           $       (395,479)   $       (241,475)   $       (836,939)   $       (746,337)
                                                     ================    ================    ================    ================

Net loss per share - basic and diluted               $          (0.02)   $          (0.02)   $          (0.06)   $          (0.07)
                                                     ================    ================    ================    ================

Weighted average number of shares outstanding              17,945,957          10,376,500          12,961,865          10,376,500
                                                     ================    ================    ================    ================
</TABLE>


                                       3
<PAGE>


                                                            1

                                          WI-TRON, INC. (F/K/A AMPLIDYNE, INC.)
                                           STATEMENTS OF CASH FLOWS (UNAUDITED)
                                              NINE MONTHS ENDED SEPTEMBER 30

<TABLE>
<CAPTION>
                                                                                            Nine Months Ended
                                                                                              September 30
                                                                                          2005           2004
                                                                                      -----------    -----------
<S>                                                                                         <C>           <C>
Cash flows from operating activities:
Net Loss                                                                              $  (836,939)   $  (746,337)
                                                                                      -----------    -----------
Adjustments to reconcile net loss to net cash used in operating activities
                  Depreciation and amortization                                             3,369         30,000
                  Provision for doubtful accounts                                            (702)        15,260
                  Litigation settlement costs                                                --           20,460
                  Deferred officer compensation                                            57,212         85,925
                  Interest accrued on notes payable                                         3,116            900
                  Issuance of secured promissory note  in connection with
                           loss on rescission of Phoenix agreements                          --           40,000
                  Loan conversion costs                                                    21,627           --
                  Changes in assets and liabilities
                           Accounts receivable                                             (2,547)        50,360
                           Inventories                                                     12,346         86,072
                           Prepaid expenses and other assets                                 --           12,307
                           Customer advances                                              (22,008)        30,166
                           Delinquent federal and state payroll taxes, interest and        75,807           --
                                    penalties
                           Accounts payable and accrued expense                           (46,774)       185,143
                                                                                      -----------    -----------
                                    Total adjustments                                     101,446        496,261
                                                                                      -----------    -----------
                   Net cash (used) for operating activities                              (735,493)      (250,076)
                                                                                      -----------    -----------

Cash flows from investing activities:
         Change in security deposits                                                       (5,500)        35,625
         Purchase of property and equipment                                               (21,647)          --
                                                                                      -----------    -----------
                  Net cash provided by (used for) investing activities                    (27,147)        35,625
                                                                                      -----------    -----------

Cash flows from financing activities:
         Change in overdraft                                                                 --          (13,540)
         Officer loans                                                                     (6,141)        34,991
         Proceeds from convertible notes received directly in cash
                   pursuant to Lee financing agreement                                    194,000        193,000
         Payments on Phoenix secured promissory note                                      (15,000)          --
         Proceeds from sale of common stock, net of costs                                 300,000
         Proceeds from issuance of notes payable in connection
                  with private placement of common stock                                  300,000
                                                                                      -----------    -----------
                  Net cash provided by financing activities                               772,859        214,451
                                                                                      -----------    -----------

                  NET INCREASE (DECREASE) IN CASH                                          10,219           --

Cash at beginning of period                                                               122,234           --
                                                                                      -----------    -----------
Cash at end of period                                                                 $   132,453    $      --
                                                                                      ===========    ===========

Supplemental disclosures of cash flow information:
         Cash paid for: Interest                                                      $      --      $      --
                        Income taxes                                                  $       674    $       698

Noncash financing activities:
         Convertible notes issued by Company pursuant to Lee financing agreement      $      --      $   350,000
         Less: Proceeds received directly in cash by Company                                 --          193,000
                                                                                      -----------    -----------
         Payment of Company obligations by lender in connection with
                   financing agreement in exchange for convertible notes              $      --      $   157,000
                                                                                      ===========    ===========
</TABLE>


<PAGE>


                                                            1

<TABLE>
<CAPTION>
                                          WI-TRON, INC. (F/K/A AMPLIDYNE, INC.)
                                          STATEMENT OF STOCKHOLDERS' DEFICIENCY
                          YEAR ENDED DECEMBER 31, 2004 AND NINE MONTHS ENDED SEPTEMBER 30, 2005

                                                                             Preferred Stock               Common Stock
                                                                        -------------------------   -------------------------
                                                                          Shares       Par Value      Shares       Par Value
                                                                        -----------   -----------   -----------   -----------
<S>                                                                                                  <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 nine months ended September 30, 2005
Issuance of Convertible Preferred Stock in satisfaction of certain
         loans from John C. Lee and Jessica Lee                             140,000            14
Notes payable converted into common stock                                      --            --         370,000            37
Private placement of common stock, net of costs of $26,000                     --            --       7,600,000           760
                                                                        -----------   -----------   -----------   -----------

BALANCE AT SEPTEMBER 30, 2005                                               140,000   $        14    18,346,500   $     1,835
                                                                        ===========   ===========   ===========   ===========


                                                                    Additional
                                                                     Paid-In        Accumulated     Subscriptions
                                                                     Capital          Deficit         Receivable         Total
                                                                  -------------    -------------    -------------    -------------
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
                                                                  -------------    -------------    -------------    -------------
longer due, discovered in the first quarter of 2005

Balance at December 31, 2004 as restated                             22,503,014      (23,628,990)            --         (1,124,938)

Net loss for the nine months ended September 30, 2005                      --           (836,939)            --           (836,939)
Issuance of Convertible Preferred Stock in
         satisfaction of certain loans from John C. Lee
         and Jessica Lee                                                699,986             --               --            700,000
Notes payable converted into common stock                                44,363             --               --             44,400
Private placement of common stock, net of costs of $26,000              305,240             --             (6,000)         300,000
                                                                  -------------    -------------    -------------    -------------

BALANCE AT SEPTEMBER 30, 2005                                     $  23,552,603    $ (24,465,929)   $      (6,000)   $    (917,477)
                                                                  =============    =============    =============    =============
</TABLE>


                                       5
<PAGE>


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 nine month periods ended September 30, 2005 and
2004, (b) the financial position at September 30, 2005, (c) the statements of
cash flows for the nine month period ended September 30, 2005 and 2004 , and (d)
the changes in stockholders' deficiency for the nine month period ended
September 30, 2005 have been made. The results of operations for the three or
nine months ended September 30, 2005 are not necessarily indicative of the
results to be expected for the full year.

NOTE B  - UNAUDITED INTERIM FINANCIAL INFORMATION

      In November 2005, the Company amended its certificate of incorporation
with the State of Delaware to change its name from Amplidyne, Inc. to Wi-Tron,
Inc.

      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 $836,939 for the
nine months ended September 30, 2005, has limited cash reserves and has seen its
working capital decline by $(183,683) to a deficiency of $943,002 since the
beginning of the fiscal year. Current liabilities exceed cash and receivables by
$1,240,290 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 John C. Lee 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, restructure the Company and its
operations and, 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>



NOTE  C  -  STOCKHOLDERS' EQUITY

1.    Warrants and Options

      At September 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 September 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 and a payment of $5,000 during the quarter ended
September 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>


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 $194,000 was
received from John Lee in connection with the Series C Convertible financing.

On June 27, 2005, the Company entered into an agreement with Lee whereby 130,000
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. The
conversion of the loans into convertible preferred stock took place on August
11, 2005.

3.    Private Placements of Common Stock and Debt

In June 2005 the Board of Directors consented to the following:
      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;
      Amend the Certificate of Incorporation to increase the authorized shares
of common stock to 100,000,000 shares, $.0001 par value;
      Authorize the conversion of $650,000 of the Lee notes into 130,000 shares
of Series C Convertible Preferred Stock (converted on August 11, 2005);
      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;
      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 (converted on August 11, 2005);
      Issue 185,000 shares to each of the holders of the convertible promissory
notes (an aggregate of 370,000 shares) 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 (these shares were issued on July 26, 2005);
      Issue 200,000 shares of common stock and 200,000 cashless warrants
exercisable at $.30 per share to its lawyer for services rendered (these shares
have not been issued);
      Issue an aggregate of 7,000,000 shares of common stock to certain selected
individuals and entities via Private Placements (issued July 21, 2005) with
piggy-back registration rights and;
      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).

In June 2005, the Company completed two private placements of common stock
aggregating 7,000,000 shares and $270,000 in cash proceeds.

In August 2005, the Company completed a private placement of common stock and
notes payable aggregating 600,000 shares with $330,000 in cash proceeds
($336,000 less $6,000 subscribed for but unpaid at September 30, 2005). The
offering was represented by 6 units at $56,000 each. Each Unit consists of
100,000 shares of common stock and a $50,000 note payable with interest at 6%.
The notes are due upon the earlier of the Company completing any financing with
gross proceeds in excess of $1,000,000; or six months from the closing date of
this offering.


                                       8
<PAGE>


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.

      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 September 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.

4.    In June 2004, the Company entered into a Settlement Agreement with Wayne
Fogel, et al, before the United states District court in Tampa, Florida. The
settlement provides for the following obligations by the Company to Mr. Fogel:
(1) payment of $12,000 by July 14, 2004; (2) issuance of 250,000 shares of
restricted common stock by July 14, 2004 and; (3) the shipment of specified
items of inventory valued at approximately $22,000. The agreement further called
for the issuance of common stock of one share for each $1 of inventory not
delivered in lieu of the inventory in the event the company cannot deliver.
Since non-delivery of the specified items is definite, the financial statements
provide for the issuance of 22,000 additional shares. All shares in connection
with this transaction were valued at the publicly traded market value of $.05 on
the date of the settlement, less a discount of 40% for the restriction on sale,
with a provision for a loss provided for by the Company during the year ended
December 31, 2004 On November 8, 2005, 250,000 shares were issued in connection
with this settlement.


                                       9
<PAGE>


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 $836,939 and $746,337 for the nine months
ended September 30, 2005 and 2004, respectively.

      With insufficient cash reserves 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 under the Note Purchase Agreement described in Note C.2. and from
private placements of common stock. Our failure to 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 additional needed 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.

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    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, restructuring
      the Company and its operations;

      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    Obtaining financing through private placements of common stock.

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


                                       10
<PAGE>


NOTE G - OFFICER LOANS

      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.

      As of September 30, 2005, the Company owes $340,458 to the former Chief
Executive Officer, Devendar S. Bains for loans and unpaid salaries. During the
nine months ended September 30, 2005, the Chief Executive deferred salaries of
$43,308, while other officers deferred $13,904 of salaries during thgis period.
During the nime months ended September 30, 2005, the Company repaid $6,141 of
loans to officers.

NOTE H - SEGMENT INFORMATION

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


                                       11
<PAGE>


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.

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. Tek is holding a security deposit of $5,500 in
connection with this lease. The Company is obligated for minimum annual rental
payments as follows:

Year ending December 31
2005                                               $         16,500
2006                                                         69,000
2007                                                         72,000
2008                                                         30,000
                                                   ----------------
                                                   $        187,500
                                                   ================

Rent expense, including the Company's share of real estate taxes, utilities and
other occupancy costs, was $67,887 and $56,711 for the nine months ended
September 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. 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. The
370,000 restricted shares were issued on July 26, 2005 in full settlement of the
notes payable of $22,773. Accordingly, the Company recorded a non-cash debt
conversion charge of $21,627, based on the difference of the value of the
restricted shares issued at the discounted price of $.12 per share at June 27,
2005 ($.20 per share discounted by 40% for lack of marketability of restricted
shares) in excess of the face amount of the debt obligation.


                                       12
<PAGE>


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.

NOTE K -- SUBSEQUENT EVENTS

o    On November 8, 2005, the Company issued 250,000 shares in connection with
the settlement of the Wayne Fogel matter.
o    On November 11, 2005, the Company presented a private placement offering to
accredited investors of 10,000,000 shares of common stock at $0.06 per share to
be sold on a best efforts basis. Through November 21, 2005, the Company received
proceeds of $105,000 representing the sale of 1,750,000 shares.


                                       13
<PAGE>


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 SEPTEMBER 30, 2005 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 2004.

Revenues for the three months ended September 30, 2005 declined by $10,076 from
$115,439 to $105,363, or 9% compared to the three months ended September 30,
2004. The sales decreases were primarily in amplifiers. The majority of the
amplifier sales for the three months ended September 30, 2005 were obtained from
the Wireless Local Loop amplifier products to a major European customer. Sales
of amplifiers were approximately 97% 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 3% 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 $176,128 or 167% of sales compared to 134% during the same
period for 2004. Gross margin for the three months ended September 30, 2005
amounted to a loss of $(70,765) ((67)%) compared to a profit of $(39,093)
((34)%), for the same period ended September 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 $11,178 to
$205,796 from $194,618 in 2004. Expressed as a percentage of sales, the selling,
general and administrative expenses were 195% in 2005 and 169% 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 September 30, 2005, we continued to
maintain the lower staffing and overhead levels that we instituted in 2002.

Research, engineering and development expenses were $86,570 or 82% of net sales
for the three months ended September 30, 2005 compared to $11,159 or 10% 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>


Interest expense was $2,516 for the three months ended September 30, 2005
compared to $300 the three months ended September 30, 2004 and was principally
related to other convertible notes.

As a result of the foregoing, the Company incurred net losses of $395,479 or
$0.02 per share for the quarter ended September 30, 2005 compared with net
losses of $241,475 or $0.02 per share for the same quarter in 2004.

RESULTS OF OPERATIONS - THE NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 2004.

Revenues for the nine months ended September 30, 2005 declined by $268,728 from
$671,032 to $402,304, or 40% compared to the nine months ended September 30,
2004.

The majority of the amplifier sales for the nine months ended September 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 $469,756 or nearly 117% of sales compared to $666,299 or 99%
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 (excluding stock based
compensation) decreased in September 30, 2005 by $108,070 to $413,819 from
$521,889, in 2004. Expressed as a percentage of sales, the selling, general and
administrative expenses (excluding stock based compensation) were 103% in 2005
and 78% 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 September 30, 2005, we
continued to maintain the lower staffing and overhead levels that we instituted
in 2002.

Research, engineering and development expenses were $316,547 or 79% of net sales
for the nine months ended September 30, 2005 compared to $174,338 or 26% 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 other income in 2004 of $3,995. Other income was $NIL in 2005.

Interest expense was $3,115 in 2005 compared to $900 in 2004 and was principally
related to other convertible notes.

As a result of the foregoing, the Company incurred net losses of $836,939 or
$0.06 per share for the nine months ended September 30, 2005 compared with net
losses of $746,337 or $0.07 per share for the same period in 2004.

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 with
loans from John Lee, Hye Joung Lee and Joong Bin Lee, 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 September
30, 2005 we had an accumulated deficit of $24,465,929. Potential immediate
sources of liquidity are private placements of common stock.


                                       15
<PAGE>


As of September 30, 2005, our current liabilities exceeded our cash and
receivables by $1,240,290. Our current ratio was 0.32 to 1.00, but our ratio of
accounts receivable to current liabilities was only 0.11 to 1.00. This indicates
that we will have difficulty meeting our obligations as they come due. We are
carrying $297,288 in inventory, of which $134,378 represents component parts.
Based on year to date usage, we are carrying 279 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.

Our cash used for operating actives was $735,493 This year we repaid loans of
$6,141 and deferred salary payments to officer/stockholders of $57,212. We also
received proceeds from the issuance of convertible promissory notes of $194,000.

Because of our 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
September 30, 2005 and December 31, 2004 no allowance for doubtful accounts was
required.

Our inventories decreased by $12,345 to $297,288 in 2005 compared to $309,633 at
December 31, 2004, a decrease of 4%.

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 cash reserves 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>


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-Oxley 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-Oxley Act of 2002.


                                       17
<PAGE>


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

*    During the second quarter ended June 30, 2005, the Company issued 7,000,000
shares of Common Stock through private placements.
*    July 26, 2005: Issued 370,000 shares in settlement of convertible
promissory notes
*    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.
*    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.
*    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.
*    In August 2005, the Company completed a private placement of common stock
and notes payable aggregating 600,000 shares with $330,000 in cash proceeds
($336,000 less $6,000 subscribed for but unpaid at September 30, 2005). The
offering was represented by 6 units at $56,000 each. Each Unit consists of
100,000 shares of common stock and a $50,000 note payable with interest at 6%.
The notes are due upon the earlier of the Company completing any financing with
gross proceeds in excess of $1,000,000; or six months from the closing date of
this offering.
*    On November 8, 2005, the Company issued 250,000 shares in connection with
the settlement of the Wayne Fogel matter.
*    On November 11, 2005, the Company presented a private placement offering to
accredited investors of 10,000,000 shares of common stock at $0.06 per share to
be sold on a best efforts basis. Through November 21, 2005, the Company received
proceeds of $105,000 representing the sale of 1,750,000 shares.


                                       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.


                               Wi-Tron, Inc. (F/K/A Amplidyne, Inc.)


Dated: November 21, 2005       By:    /s/  John C. Lee
                                      -----------------------
                               Name:  John C. Lee
                               Title: Chief Executive Officer and Director


Dated: November 21, 2005       By:    /s/  Tarlochan S. Bains
                                      -----------------------
                               Name:  Tarlochan S. Bains
                               Title: Vice President, Amplifier Division,
                                      Director, Former Chief Executive Officer
                                      and Former Principal Accounting Officer

Dated: November 21, 2005       By:    /s/  Hye Joung (Jessica) Lee
                                      ----------------------------
                               Name:  Hye Joung (Jessica) Lee
                               Title: Chief Financial Officer and Director


                                       19
<PAGE>


      CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING
               OFFICER PURSUANT TO 18 U.S.C 1350, AS ADOPTED, AND
        THE REQUIREMENTS OF SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

      I, John C. Lee, certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of the Company;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

      4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) ) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:

      (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
      (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
      (c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
      (d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

      5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
      (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
      (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

                                           /s/  John C. Lee
                                           ----------------
                                           John C. Lee
                                           Chief Executive Officer and Director
                                           November 21, 2005


                                       20
<PAGE>


      CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING
               OFFICER PURSUANT TO 18 U.S.C 1350, AS ADOPTED, AND
        THE REQUIREMENTS OF SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

      I, Tarlochan S. Bains, certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of the Company;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

      4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) ) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:
      (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
      (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
      (c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
      (d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

         5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
      (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
      (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

                                           /s/  Tarlochan S. Bains
                                           -----------------------
                                           Tarlochan S. Bains
                                           Vice President, Amplifier Division,
                                           Director, Former Chief Executive
                                           Officer and Former Principal
                                           Accounting Officer
                                           November 21, 2005


                                       21
<PAGE>


      CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING
               OFFICER PURSUANT TO 18 U.S.C 1350, AS ADOPTED, AND
        THE REQUIREMENTS OF SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

      I, Hye Joung (Jessica) Lee, certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of the Company;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

      4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) ) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:
      (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
      (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
      (c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
      (d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

         5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
      (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
      (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

                                           /s/  Hye Joung (Jessica) Lee
                                           ----------------------------
                                           Hye Joung (Jessica) Lee
                                           Chief Financial Officer and Director
                                           November 21, 2005


                                       22
<PAGE>


EX-99.1

            CERTIFICATION PURSUANT TO 18 U.S.C 1350, AS ADOPTED, AND
        THE REQUIREMENTS OF SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-QSB (the
"Report") of Amplidyne, Inc. (the "Company") for the nine months ended September
30, 2005, I, John C. Lee, Chief Executive Officer of the Company, hereby certify
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the information contained in the Report, fairly presents, in all material
respects, the financial condition and results of operations of the Company.

/s/ John C. Lee
---------------
John C. Lee
Chief Executive Officer and Director

November 21, 2005


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