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  MARCH  31,  2002.


[ ]  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)


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

                                Yes _X_   No ___

The number of shares outstanding of the Issuer's Common Stock, $.0001 Par Value,
as  of  April  30,  2002  was  9,668,341.
<PAGE>


                                 AMPLIDYNE, INC.
                                   FORM 10-QSB
                        THREE MONTHS ENDED MARCH 31, 2002


                                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  Stockholder's  Equity. . .  5

             Notes  to  Financial  Statements . . . . . .  . .  . 6-11

Item  2      Management's Discussion and Analysis of Financial
             Condition and Results of Operations . . . . . . . . 12-13


PART  II  -  OTHER  INFORMATION
             --------------------

Item  1.     Legal  Proceedings  . . . . . . . . . . . . . . . . .  14

Item  2.     Change  in  Securities  . . . . . . . . . . . . . . .  14

Signatures  . .. . . . . . . . . . . . . . . . . . . . . . . . . .  15

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item  1.  Financial  Statements

                                 AMPLIDYNE, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                        March 31,   December 31,
                                                          2002         2001
                                                       -----------  ----------
                                                       (Unaudited)
<S>                                                        <C>         <C>
CURRENT ASSETS
  Cash and cash equivalents                             $  828,443  $  697,940
  Accounts receivable, net of allowance
    for doubtful accounts of $131,104 and $131,104 at
    March 31, 2002 and December 31, 2001, respectively     527,280     449,190
  Inventories                                            1,283,231   1,181,682
  Loan receivable-officer                                   68,892      55,892
  Prepaid expenses and other                                24,040      23,464
                                                        ----------  ----------

  Total current assets                                   2,731,886   2,408,168
                                                        ----------  ----------

PROPERTY AND EQUIPMENT - AT COST
  Machinery and equipment                                  723,663     723,663
  Furniture and fixtures                                    43,750      43,750
  Autos and trucks                                          66,183      66,183
  Leasehold improvements                                     8,141       8,141
                                                        ----------  ----------
  Total                                                    841,737     841,737
  Less:  Accumulated depreciation and amortization         705,579     687,260
                                                        ----------  ----------
    Net property and equipment                             136,158     154,477
                                                        ----------  ----------

OTHER ASSETS
  Security Deposits and other non-current assets            48,029      52,106
                                                        ----------  ----------

TOTAL ASSETS                                            $2,916,073  $2,614,751
                                                        ==========  ==========

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                      -1-
<PAGE>
                                 AMPLIDYNE, INC.
                                 BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
<TABLE>
<CAPTION>
                                                               March  31,      December
                                                                  2002           31,
                                                           --------------      2001
                                                              (Unaudited)   -------------

<S>                                                               <C>             <C>
CURRENT LIABILITIES
  Current maturities of lease obligations                   $       6,210   $       9,271
  Accounts payables                                               131,380         121,533
  Accrued expenses                                                128,624         131,308
  Accrued financing costs                                          80,000
  Settlement of litigation                                        180,000         180,000
                                                            --------------  --------------

    Total current liabilities                                     526,214         442,112


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Convertible Preferred stock - authorized 100,000 shares
    of $.0001 par value; 0 and 55,000 shares issued and
    outstanding at March 31, 2002 and December 31, 2001,
     respectively (liquidation preference of $550,000 at
     December 31, 2001)                                                 -               6
  Common stock - authorized, 25,000,000 shares
    of $.0001 par value; shares 9,668,341, and 7,892,661
shares
     issued and outstanding at March 31, 2002 and
     December 31, 2001, respectively.                                 967             790
Additional paid-in-capital                                     22,461,324      21,921,495
Subscriptions receivable - preferred stock                              -        (180,000)
Accumulated deficit                                           (20,072,432)    (19,569,652)
                                                            --------------  --------------

  Total stockholders' equity                                    2,389,859       2,172,639
                                                            --------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $   2,916,073   $   2,614,751
                                                            ==============  ==============

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       -2-

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


                                                                 Three          Three
                                                                Months         Months
                                                                 Ended          Ended
                                                                March 31,      March 31,
                                                                  2002           2001
                                                           -----------------  -----------
<S>                                                             <C>                <C>
Net Sales                                                  $        504,632   $  467,306

Cost of goods sold                                                  380,112      383,180
                                                           -----------------  -----------

  Gross profit                                                      124,520       84,126

Operating expenses
  Selling, general & administrative                                 485,333      393,430
  Research, engineering and
    development                                                     144,239      136,279
  Equity-based compensation charge                                        -      140,000
                                                           -----------------  -----------

  Operating loss                                                   (505,052)    (585,583)

Other non operating income (expenses)
  Interest income                                                     2,272       22,884
  Interest expense                                                        -         (494)
  Litigation settlement costs                                             -     (550,000)
                                                           -----------------  -----------

NET LOSS                                                    $      (502,780)  $(1,113,193)
                                                           =================  ============

Net loss per share - basic and diluted                      $          (.06)  $      (.15)
                                                           =================  ============

Weighted average number of shares
outstanding                                                       8,327,232     7,465,054
                                                           =================  ============
</TABLE>

    The accompanying notes are an integral part of these financial statements
                                       -3-

<PAGE>
                                 AMPLIDYNE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                       Three      Three
                                                       Months     Months
                                                       Ended      Ended
                                                    March 31,     March 31,
                                                    ----------  ------------
                                                       2002         2001
                                                    ----------  ------------
<S>                                                     <C>         <C>
Cash flows from operating activities:
 Net Loss                                           $(502,780)  $(1,113,193)
                                                    ----------  ------------
 Adjustments to reconcile net loss to net cash
  used in operating activities
    Depreciation and amortization                      18,319        32,805
    Cost of Litigation                                      -       550,000
    Stock compensation charge                               -       140,000
    Changes in assets and liabilities
      Accounts receivable                             (78,090)      (37,490)
      Inventories                                    (101,549)     (147,387)
      Prepaid expenses and other assets                 3,501        79,485
      Accounts payable and accrued expenses             7,163       (96,284)
                                                    ----------  ------------
           Total adjustments                         (150,656)      521,129
                                                    ----------  ------------
           Net cash used for operating activities    (653,436)     (592,064)
                                                    ----------  ------------

Cash flows from investing activities:
  Loan receivable - officer                           (13,000)      (14,999)
  Purchase of property and equipment                        -        (2,360)
                                                    ----------  ------------
          Net cash used for investing activities      (13,000)      (17,359)
                                                    ----------  ------------

Cash flows from financing activities:
  Payment of lease obligations                         (3,061)       (5,814)
  Subscriptions receivable - preferred stock - net    180,000
  Balance due on financing costs                       80,000
  Proceeds from issuance of stock and exercise of
    options and warrants, net of costs                540,000             -
                                                    ----------  ------------
         Net cash provided by financing activities    796,939        (5,814)
                                                    ----------  ------------

      NET INCREASE (DECREASE) IN CASH                 130,503      (615,237)

Cash at beginning of period                           697,940     1,966,142
                                                    ----------  ------------

Cash and cash equivalents at end of period          $ 828,443   $ 1,350,905
                                                    ==========  ============

Supplemental disclosures of cash flow information
  Cash paid for:  Interest                          $     576   $       494
                  Income taxes                              -             -


</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       -4-
<PAGE>
                                 AMPLIDYNE, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                      AND THREE MONTHS ENDED MARCH 31, 2002
<TABLE>
<CAPTION>

                                                     Preferred  Stock            Common  Stock
                                                     ----------------             -------------
                                                  Shares     Par  Value      Shares        Par Value
                                                  -------   -----------     ----------    ----------
<S>                                                <C>          <C>            <C>             <C>
Balance at December 31, 2000                                   $            7,463,841       $   747

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


Balance at Dec. 31, 2001                           55,000          6        7,892,661           790
Net loss for three months ended
    March 31, 2002
Conversion of preferred stock to common stock     (55,000)        (6)         701,194            70
Issuance of common stock in settlement of class
 action                                                                       324,486            32
Issuance of common stock, net of cost                   -          -          750,000            75
                                                  -------   -----------     ----------    ----------


Balance at March 31, 2002                               -   $      -        9,668,341      $    967
                                                  =======   ===========     ==========    ===========

</TABLE>
<TABLE>
<CAPTION>

                                                Additional      Accumulated  Subscriptions
                                              Paid-In-Capital    (Deficit)    Receivable      Total
                                              ---------------  -------------  ----------  -----------
<S>                                               <C>           <C>            <C>        <C>
Balance at December 31, 2000                      $20,212,154   $(17,544,770)         -   $ 2,668,131

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

Balance at December 31, 2001                                                   (180,000)    2,172,639
Loss for the 3 months ended March 31, 2002         21,921,495    (19,569,652)                (502,780)
Collection of subscription receivable - net                         (502,780)   180,000       180,000
Conversion of preferred stock to common stock             (64)
Issuance of common stock due in settlement of
 class action                                             (32)                                      -
Issuance of common stock, net of costs                539,925                                 540,000
                                               --------------  -------------  ----------  -----------

Balance at March 31, 2002                        $ 22,461,324   $(20,072,432)         -   $ 2,389,859
                                               ===============  =============  =========  ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       -5-
<PAGE>

                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

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 month periods ended March 31, 2002 and March 31, 2001
(b)  the  financial  position at March 31, 2002 (c) the statements of cash flows
for the three month period ended March 31, 2002 and March 31, 2001, and  (d) the
changes  in stockholders' equity for the three month period ended March 31, 2002
have  been  made. The results of operations for the three months ended March 31,
2002  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, 2001, included in the Company's Form 10-KSB filed with
the  Securities  and  Exchange  Commission  on  April  15,  2002.


NOTE  C  -  STOCKHOLDERS'  EQUITY
---------------------------------

At  March  31,  2002,  the  following  1,257,500 warrants, remained outstanding:

67,500 exercisable at $2.50 through December 31, 2002, (2) 20,000 exercisable at
$1.00  through May 2010,  (3) 20,000 exercisable at $7.00 through December 2004,
(4)  30,000  exercisable at  $6.00 through November 2004, (5) 50,000 exercisable
at $2.00 through December 2004, (6) 50,000 exercisable at $4.00 through December
2004, (7) 141,000 exercisable at $1.75 (16,000 of which expire December 2004 and
125,000  of which expire December 2002), (8) 41,500 exercisable at $1.80 through
July  31,  2004,  (9)  207,500  exercisable at $3.00 through July 31, 2004, (10)
55,000 exercisable at $1.20 through September 30, 2004, (11) 100,000 exercisable
at  $3.00  through  November 30, 2002, (12) 100,000 exercisable at $5.00 through
November  30, 2002, (13) 300,000 exercisable at $2.00 through December 31, 2005,
and  (14)  75,000  exercisable  at  $.96  through  March  2007.



                                       -6-
<PAGE>
                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE  C  -  STOCKHOLDERS'  EQUITY  -  CONTINUED
-----------------------------------------------

At March 31, 2002, the Company had employee stock options outstanding to acquire
2,001,000  shares  of  common  stock  at  exercise  prices  of  $1.04  to $4.00.

During the first quarter ended March 31, 2002, the Company issued 750,000 shares
of Common Stock, at $.80 per share (resulting in gross proceeds of $600,000), to
accredited  investors.  In  connection  with  such private offering, the Company
paid  commissions  to NASD broker-dealers in the amount of $60,000 and issued to
such persons 75,000 warrants, which are exercisable at $.96 per share and expire
March  31,  2007.

During the first quarter ended March 31, 2002, the Company issued 701,194 shares
of Common Stock in connection with the conversion of all of the Company's Series
B  Preferred  Stock  (which  included  shares  of Common Stock issued in lieu of
accrued  dividends  thereon).

During the first quarter ended March 31, 2002, the Company issued 324,486 shares
of  Common Stock to the members of the class action compliant, which was settled
in  September  2001.

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.


                                       -7-
<PAGE>
                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002


The  Company  is  a  party  to  the  following  matters:

1.  AIRNET  COMMUNICATIONS  CORPORATION  VS  AMPLIDYNE,  INC.

AirNet  filed  a  complaint  in  the  Circuit  Court  of the Eighteenth Judicial
District  of  the  State  of  Florida  on  January  23,  1997 alleging breach of
contract.  During  2000,  the Company settled with AirNet at a cost of $175,000;
$25,000 is to be paid quarterly over two years. $95,000 remained unpaid at March
31,  2002.

2.  ENS  ENGINEERING  VS  AMPLIDYNE,  INC.

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

3.  CLASS  ACTION  LITIGATION

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


                                       -8-
<PAGE>
                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

4.  HIGH  GAIN  ANTENNA  CO.,  LTD.  OF  KOREA

The  Company  (as well as an officer and director of the Company) is a defendant
in  a  complaint  brought  in  the  Superior  Court of New Jersey, Law Division,
Somerset  County, by High Gain Antenna Co., Ltd. of Korea in November 2000.  The
complaint  seeks  damages  for an alleged breach of a contract for the repair of
certain  equipment  purchased  by  plaintiff from a distributor of the Company's
products  and the Company.  The complaint does not specify the amount of damages
claimed.  The  Company  has  vigorously  defended  this  action and has raised a
number  of  defenses  including  non payment of monies due to the Company by the
plaintiff  and the lack of actual damages sustained by the plaintiff.  Plaintiff
filed a motion for summary judgment as well as two requests for reconsideration,
all  of  which were denied by the Court.  The case is scheduled for trial in May
2002.  Notwithstanding  the foregoing, the Company cannot predict the outcome of
such  action  and  any  judgment  in  favor of the plaintiff may have a material
adverse  affect on the Company's financial position and its prospects. (See Note
I  -  Subsequent  Event  for  unfavorable  jury  verdict).

NOTE  F  -  ASSET  ACQUISITION
------------------------------

In January 2002, the Company entered into an agreement to acquire certain assets
of  Darwin  Networks,  Inc.  ("Darwin")  for $175,000 plus additional contingent
payments  not  to  exceed $340,000. Darwin was in the business of installing and
maintaining  high-speed  Internet  structures  for  hotels  and  residential
properties.  The assets acquired included equipment not yet installed as well as
completed  installations in a specified number of hotel properties.  Pursuant to
the  agreement,  the  Company has the sole and exclusive right (through July 31,
2002)  to  contact and negotiate with each property to either activate or remove
the equipment. After a specified number of locations are successfully negotiated
(which  are  covered  in the initial purchase price) the Company may continue to
contact  additional  properties and must pay a specified sum for each successful
negotiation  up  to  the  $340,000  maximum. As of May 10, 2002, the Company has
successfully  negotiated  one  property and has incurred no liability to pay any
additional  sums  under  the  contract.

NOTE  G  -  LIQUIDITY
---------------------

The  Company  has incurred losses of $(502,780) for the three months ended March
31,  2002.  The  Company funded operations during this period primarily from the
proceeds  from  privately  placed  common and preferred stock. Historically, the
Company  has  also  funded certain operating expenses through borrowings (in the
form  of  deferring  salaries  and  cash  advances)  from officers and principal
shareholders.  The  Company  has  in  the  past issued its stock in lieu of cash
payments  for  compensation,  sales  commissions  and  consulting fees, wherever
possible.
                                       -9-
<PAGE>
                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

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

- Increasing sales of its high speed internet connectivity products through both
  individual  customers  and  strategic  alliances;

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

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

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

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

- 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;

- Reducing  overhead  costs  and  general  expenditures  if  necessary.

NOTE  H  -  SEGMENT  INFORMATION
--------------------------------

The Company does not measure its business activities by segment.  Information on
the  Company's  product  lines  are  as  follows:

<TABLE>
<CAPTION>

                       Three Months Ended March 31,
                       -------------------------      Year Ended
Sales-external            2002         2001       December 31, 2001
--------------         --------  ---------------  -----------------
<S>                        <C>        <C>               <C>
Amplifier              $262,408  $       389,701  $        1,901,702
Internet business and
 broadband solutions    242,224           77,605             303,727
                       --------  ---------------  ------------------
                       $504,632  $       467,306  $        2,205,429
                       ========  ===============  ==================

Inventory                        March 31, 2002   December 31, 2001
----------
Amplifier                        $       752,152  $          802,964
Internet business and
 broadband solutions                     531,079             378,718
                                 ---------------  ------------------

     Total                       $     1,283,231  $        1,181,682
                                 ===============  ==================
</TABLE>

                                      -10-

<PAGE>
                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE  I  -  SUBSEQUENT  EVENT
-----------------------------

In  connection  with  the complaint brought in the Superior Court of New Jersey,
Law  Division, Somerset County, by High Gain Antenna Co., Ltd. of Korea, a trial
commenced  on  May  7,  2002, and on May 13, 2002, the jury brought in a verdict
against  the  Company for $400,000.  The Company now intends to file a motion in
the Law Division for a new trial and, if the motion is denied, to file an appeal
of  the  verdict  and  judgment  to  the Superior Court of New Jersey, Appellate
Division.  The  Company,  in its appeal, will argue that the verdict was against
the  weight of the evidence and that the Court made a number of errors of law in
the conduct of the trial.  Although the Company is confident in its position, it
cannot  predict  the  outcome  of  the  motion for a new trial or the outcome on
appeal.  Failure  by  the Company to succeed on the motion for a new trial or on
appeal  will  have a material adverse effect on the Company's financial position
and  prospects.






                                      -11-
<PAGE>

                                 AMPLIDYNE, INC.
                                 MARCH 31, 2002

                         PART I - FINANCIAL INFORMATION


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

RESULTS  OF  OPERATIONS

RESULTS OF OPERATIONS-THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS
ENDED  MARCH  31,  2001.

Net  sales  for the three  month period ended March 31, 2002 were $504,632 while
net  sales  for  the  three  month  period  ended  March 31, 2001 were $467,306.
Sales increased mainly due to the sales of high-speed wireless Internet products
and  broadband  solutions.

Sales  of  amplifiers  were  approximately  52%  of  total  sales.  The  Ampwave
high-speed  wireless  Internet  products  and  broadband solutions accounted for
approximately  48%  of  total  sales.

Gross profit for the three months ended March 31, 2002 amounted to $124,520 (24%
of  sales)  compared  to $84,126 (18% of sales) for the three months ended March
31, 2001.  The increase in gross profit was principally attributable to sales of
high-speed  wireless  Internet  products  and  broadband  solutions,  as well as
increased  production  efficiency.  Gross  margin  decreased from the year ended
December  31,  2001  because  of lower amplifier sales resulting in higher fixed
direct  costs  and  lower margins for the high-speed wireless Internet products.

Selling,  general and administrative expenses were $485,333 and $393,430 for the
three  months  ended  March  31,  2002  and 2001, respectively.  The increase of
$91,903  (23%) is mainly due to increases in staffing at the sales and executive
levels.

Research,  engineering,  and  development costs remained relatively constant for
the three  months  ended  March 31, 2002 ($144,239) from the corresponding three
month  period  of  2001  ($136,279).

The  interest  income  decreased  for  the  three  months  ended  March 31, 2002
compared  to  the  corresponding  period  of  2001.  The  decrease  is  due to a
reduction  of  funds  available  for  short  term  investment.

As  a  result of the foregoing, the Company incurred net losses of ($502,780) or
($.06 per share  and ($1,113,193) or ($.15) per share for the three months ended
March  31,  2002  and  2001,  respectively.

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<PAGE>

                                 AMPLIDYNE, INC.
                                 MARCH 31, 2002

LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31,  2002,  the  Company  had  cash  and cash equivalents of $788,443
principally  due to the injection of private placement funds.  Historically, the
Company  issued  its  common  stock  in  lieu of cash payments for compensation,
commissions,  and  consulting fees whenever possible.  This trend is expected to
continue  in  the  second  quarter  of  2002.

The  Company  believes that the net proceeds of the Company's private placements
will  meet  its  working capital obligations and fund further development of its
business  for  the next twelve months. However, in order to execute our business
plans  to expand product offerings and revenue generating opportunities, we will
likely  require  additional  working capital. There can be no assurance that any
additional financing will be available to the Company on acceptable terms, or at
all.  See  also  Note  G  regarding  liquidity  matters.

In  connection  with  the  complaint  brought  by High Gain Antenna Co., Ltd. of
Korea,  on  May  13,  2002 the jury brought in a verdict against the Company for
$400,000.  The  Company  now  intends to file a motion in the Law Division for a
new  trial  and,  if  the motion is denied, to file an appeal of the verdict and
judgment  to the Superior Court of New Jersey, Appellate Division.  The Company,
in  its  appeal,  will  argue  that  the  verdict  was against the weight of the
evidence and that the Court made a number of errors of law in the conduct of the
trial.  Although the Company is confident in its position, it cannot predict the
outcome  of the motion for a new trial or the outcome on appeal.  Failure by the
Company  to  succeed  on  the  motion  for  a new trial or on appeal will have a
material  adverse effect on the Company's financial position and prospects.  See
Part  I  -  Notes  E  and  I.




                                      -13-
<PAGE>
                                 AMPLIDYNE, INC.
                                 MARCH 31, 2002


PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

Although  the  Company  believed that the complaint (see Part I - Note E) had no
merit  and had vigorously contested it, the Company and the other parties to the
class  action  reached  a  settlement  on May 2, 2001, which was approved by the
District  Court  for the District of New Jersey on August 14, 2001 (which became
effective  on  September  14,  2001).  Pursuant  to  the settlement agreement, a
settlement  fund  consisting  of  $750,000  in  cash  ($50,000 of which was paid
directly by the Company) and 324,486 shares of common stock (which was valued at
$500,000  as  of May 2, 2001) had been established for the benefit of members of
the  class.  In  March  2002  the  Company  issued  such  shares.

See  Notes  E  and  I to the Company's financial statements set forth in Part I.

ITEM  2.   CHANGE  IN  SECURITIES

During the first quarter ended March 31, 2002, the Company issued 750,000 shares
of Common Stock, at $.80 per share (resulting in gross proceeds of $600,000), to
accredited  investors pursuant to Rule 506 of Regulation D of the Securities Act
of  1933, as amended (the "Act").  In connection with such private offering, the
Company  paid  commissions  to  NASD broker-dealers in the amount of $60,000 and
issued  to such persons 75,000 warrants, which are exercisable at $.96 per share
and  expire  March  31,  2007.

During the first quarter ended March 31, 2002, the Company issued 701,194 shares
of Common Stock in connection with the conversion of all of the Company's Series
B  Preferred  Stock  (which  included  shares  of Common Stock issued in lieu of
accrued  dividends  thereon).

During the first quarter ended March 31, 2002, the Company issued 324,486 shares
of  Common Stock to the members of the class action complaint, which was settled
in  September  2001.



                                      -14-

<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:  May  16,  2002                  By: /s/  Devendar  S.  Bains
                                             ----------------------
                                        Name:  Devendar S.  Bains
                                        Title: Chief  Executive  Officer,
                                               Treasurer,
                                               Principal  Accounting
                                               Officer  and  Director










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