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

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
      OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003.

[ ]   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 July 31, 2003 was 10,376,500.

<PAGE>


                                 AMPLIDYNE, INC.
                                   FORM 10-QSB
                         SIX MONTHS ENDED JUNE 30, 2003

                                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...............12-15

Item 3.        Controls and Procedures..............................15


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings..........................................16

Signatures..........................................................17

Certification.......................................................18

Exhibit 99.1........................................................19


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                 AMPLIDYNE, INC.
                           BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
ASSETS
                                                                                             June 30         December 31
                                                                                               2003              2002
                                                                                           -----------       -----------
<S>                                                                                        <C>               <C>
CURRENT ASSETS
         Cash and cash equivalents                                                         $      --         $      --
         Accounts receivable, net of allowance for doubtful accounts of
           $186,000 and  $143,000 in 2003 and 2002, respectively                               248,722           440,506
         Inventories                                                                           904,005           926,713
         Loan receivable - officer                                                                --                --
         Prepaid expenses and other                                                             30,010            24,616
                                                                                           -----------       -----------
                  Total current assets                                                       1,182,737         1,391,835
PROPERTY AND EQUIPMENT - AT COST
         Machinery and equipment                                                               725,629           725,629
         Furniture and fixtures                                                                 43,750            43,750
         Autos and trucks                                                                       66,183            66,183
         Leasehold improvements                                                                  8,141             8,141
                                                                                           -----------       -----------
                                                                                               843,703           843,703
         Less accumulated depreciation and amortization                                       (775,433)         (760,633)
                                                                                           -----------       -----------
                                                                                                68,270            83,070
                                                                                           -----------       -----------
SECURITY DEPOSITS AND OTHER NON-CURRENT ASSETS                                                  43,917            45,068
                                                                                           -----------       -----------
                                                                         TOTAL ASSETS     $  1,294,924       $ 1,519,973
                                                                                           ===========       ===========
</TABLE>

Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the Unites
States for complete financial statements.


    The accompanying notes are an integral part of these financial statements
                                       -1-

<PAGE>


                                 AMPLIDYNE, INC.
                           BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                                June 30    December 31,
                                                                                                  2003         2002
                                                                                              -----------  -----------
CURRENT LIABILITIES
<S>                                                                                           <C>          <C>
         Overdraft                                                                            $    17,420  $    11,939
         Current maturities of lease obligations                                                       --        2,041
         Customer advances                                                                         47,641           --
         Accounts payable                                                                         411,079      410,445
         Accrued expenses                                                                         176,069      155,027
         Accrued settlement of litigation                                                         195,000      295,000
         Loans payable - officers                                                                 171,724       99,308
                                                                                              -----------  -----------
                  Total current liabilities                                                     1,018,933      973,760
Convertible notes payable                                                                          20,000           --
                                                                                              -----------  -----------
                                                                    TOTAL LIABILITIES           1,038,933      973,760
                                                                                              -----------
STOCKHOLDERS' EQUITY
         Common   stock -  authorized,  25,000,000  shares of $.0001  par value;
                  shares  10,376,500 and 9,676,500 shares issued and outstanding
                  at June 30, 2003 and December 31, 2002, respectively                              1,038          968
         Additional paid-in capital                                                            22,494,854   22,494,924
         Accumulated deficit                                                                  (22,239,901) (21,949,679)
                                                                                              -----------  -----------
                                                                                                  255,991      546,213
                                                                                              -----------  -----------
                                                                                              $ 1,294,924  $ 1,519,973
                                                                                              ===========  ===========
</TABLE>

Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the Unites
States for complete financial statements.


    The accompanying notes are an integral part of these financial statements
                                       -2-

<PAGE>

                                 AMPLIDYNE, INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)
                       THREE AND SIX MONTHS ENDED JUNE 30

<TABLE>
<CAPTION>
                                                                    Three Months Ended                     Six Months Ended
                                                                          June 30                              June 30
                                                                  2003               2002               2003               2002
                                                              ------------       ------------       ------------       ------------
<S>                                                           <C>                <C>                <C>                <C>
Net sales                                                     $    363,904            252,316       $    873,512       $    756,948
Cost of goods sold                                                 278,925            649,778            557,783          1,029,890
                                                              ------------       ------------       ------------       ------------
                  Gross profit                                      84,979           (397,462)           315,729           (272,942)
Operating expenses
         Selling, general and administrative                       216,940            751,467            410,671          1,236,800
         Research, engineering and development                      97,373            146,719            194,515            290,958
         Litigation settlement costs                                  --              315,000               --              315,000
                                                              ------------       ------------       ------------       ------------
                  Operating loss                                  (229,334)        (1,610,648)          (289,457)        (2,115,700)
Nonoperating income (expenses)
         Interest income and other income                             --                  780                  2              3,052
         Interest expense                                             --                 (932)               (69)              (932)
                                                              ------------       ------------       ------------       ------------
                  Loss before income taxes                        (229,334)        (1,610,800)          (289,524)        (2,113,580)
Provision for income taxes                                             698               --                  698               --
                                                              ------------       ------------       ------------       ------------
                  NET LOSS                                    $   (230,032)      $ (1,610,800)      $   (290,222)      $ (2,113,580)
                                                              ============       ============       ============       ============
Net loss per share - basic and diluted                        $      (0.02)      $      (0.17)      $      (0.03)      $      (0.23)
                                                              ============       ============       ============       ============
Weighted average number of shares outstanding                   10,143,167          9,673,780         10,143,167          8,999,146
                                                              ============       ============       ============       ============
</TABLE>

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

<PAGE>

                                 AMPLIDYNE, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                            SIX MONTHS ENDED JUNE 30
<TABLE>
<CAPTION>

                                                                                             Six Months Ended
                                                                                                 June 30
                                                                                           2003            2002
                                                                                       -----------      -----------
<S>                                                                                    <C>              <C>
Cash flows from operating activities:
Net Loss                                                                               $  (290,222)     $(2,113,580)
                                                                                       -----------      -----------
Adjustments to reconcile net loss to net cash used in operating activities
                  Depreciation and amortization                                             14,800           25,434
                  Bad debt expense                                                          43,000             --
                  Litigation loss                                                             --            315,000
                  Provision for inventory write-down                                          --            233,995
                  Deferred officer compensation                                             51,416             --
                  Other costs paid with restricted common stock                               --              4,201
                  Changes in assets and liabilities
                           Accounts receivable                                             148,784           96,762
                           Inventories                                                      22,708           17,360
                           Prepaid expenses and other assets                                (5,394)          19,464
                           Customer advances                                                47,641             --
                           Accounts payable and accrued expense                            (78,324)          34,944
                                                                                       -----------      -----------
                                    Total adjustments                                      244,631          747,160
                                                                                       -----------      -----------
                   Net cash provided (used) for operating activities                       (45,591)      (1,366,420)
                                                                                       -----------      -----------
Cash flows from investing activities:
         Officer loans                                                                        --            (13,000)
         Change in security deposits                                                         1,151            7,038
                                                                                       -----------      -----------
                  Net cash provided by (used for) investing activities                       1,151           (5,962)
                                                                                       -----------      -----------
Cash flows from financing activities:
         Payment of lease obligations                                                       (2,041)          (9,271)
         Officer loans                                                                      21,000             --
         Proceeds from convertible promissory note                                          20,000             --
         Proceeds from sale of common stock, net of costs                                     --            540,000
         Subscriptions receivable preferred stock - net                                       --            180,000
                                                                                       -----------      -----------
                  Net cash provided by financing activities                                 38,959          710,729
                                                                                       -----------      -----------
                  NET INCREASE (DECREASE) IN CASH                                           (5,481)        (661,653)
Cash (overdraft) and cash equivalents beginning of period                                  (11,939)         697,940
                                                                                       -----------      -----------
Cash (overdraft) and cash equivalents at end of period                                 $   (17,420)     $    36,287
                                                                                       ===========      ===========
Supplemental disclosures of cash flow information:
         Cash paid for:    Interest                                                    $     --         $       932
                           Income taxes                                                $       698      $      --
</TABLE>

    The accompanying notes are an integral part of these financial statements
                                       -4-

<PAGE>

                                 AMPLIDYNE, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
         YEAR ENDED DECEMBER 31, 2002 AND SIX MONTHS ENDED JUNE 30, 2003

<TABLE>
<CAPTION>
                                                                            Preferred Stock                  Common Stock
                                                                     ----------------------------      --------------------------
                                                                       Shares           Par Value        Shares        Par Value
                                                                     ----------        ----------      ----------      ----------
<S>                                                                   <C>           <C>                <C>            <C>
BALANCE AT DECEMBER 31, 2001                                             55,000        $        6       7,892,661      $      790
Net loss for the year ended  December 31, 2002
Cost of  litigation to be settled by the issuance of common stock
Collection of subscription receivable
Issuance of common stock in settlement of class action                                                    324,486              32
Issuance of common stock, net of costs                                                                    750,000              75
Conversion of preferred stock to common stock                           (55,000)               (6)        701,194              70
Issuance of common stock for services rendered by third party                                               8,159               1
                                                                     ----------        ----------      ----------      ----------
BALANCE AT DECEMBER 31, 2002                                               --                --         9,676,500             968
Net loss for the six months ended June 30, 2003
Issuance of  common stock in connection with litigation settlement                                        700,000              70
                                                                     ----------        ----------      ----------      ----------

BALANCE AT JUNE 30, 2003                                                   --          $     --        10,376,500      $    1,038
                                                                     ==========        ==========      ==========      ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                      Additional
                                                                        Paid-In      Accumulated    Subscriptions
                                                                        Capital         Deficit       Receivable        Total
                                                                     ------------    ------------    ------------    ------------
<S>                                                                  <C>             <C>             <C>             <C>
BALANCE AT DECEMBER 31, 2001                                         $ 21,921,495    $(19,569,652)   $   (180,000)   $  2,172,639
Net loss for the year ended December 31, 2002                                          (2,380,027)                     (2,380,027)
Cost of litigation to be settled by the issuance of common stock           29,400                                          29,400
Collection of subscription receivable                                                                    (180,000)       (180,000)
Issuance of common stock in settlement of class action                        (32)                                           --
Issuance of common stock, net of costs                                    539,925                                         540,000
Conversion of preferred stock to common stock                                 (64)                                           --
Issuance of common stock for services rendered by third party               4,200            --              --             4,201
                                                                     ------------    ------------    ------------    ------------
BALANCE AT DECEMBER 31, 2002                                           22,494,924     (21,949,679)           --           546,213
Net loss for the six months ended June 30, 2003                                          (290,222)                       (290,222)
Issuance of  common stock in connection with litigation settlement            (70)                                           --
                                                                     ------------    ------------    ------------    ------------
BALANCE AT JUNE 30, 2003                                             $ 22,494,854    $(22,239,901)             $-    $    255,991
                                                                     ============    ============    ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements
                                       -5-


<PAGE>

                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  JUNE 30, 2003

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 six and three month periods ended June 30, 2003 and 2002 (b)
the financial position at June 30, 2003 (c) the statements of cash flows for the
six and three month period ended June 30, 2003 and 2002 , and (d) the changes in
stockholders'  equity for the three month  period  ended June 30, 2003 have been
made. The results of operations for the three and six months ended June 30, 2003
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, 2002  included in the  Company's  Form
10-KSB filed with the Securities and Exchange Commission on April 15, 2003.

         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
$290,222 for the six months  ended June 30,  2003,  has no cash and has seen its
working  capital  decline by  $254,271 to $163,804  since the  beginning  of the
fiscal  year.  Current  liabilities  exceed  cash and  receivables  by  $770,211
indicating  that  the  Company  will  have  difficulty  meetings  its  financial
obligations for the balance of this fiscal year. These factors raise substantial
doubt as to the  Company's  ability to  continue as a going  concern.  Recently,
operations have been funded by loans from the Chief Executive  Officer and costs
have been cut through substantial reductions in labor and operations.

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


                                      -6-

<PAGE>


                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  JUNE 30, 2003

NOTE  C  -  STOCKHOLDERS' EQUITY

         At June 30, 2003, the following 945,000 warrants, remained outstanding:

         (1)      20,000 exercisable  at  $1.00  through  May  2010
         (2)      20,000 exercisable at $7.00 through  December  2004
         (3)      30,000 exercisable at $6.00 through November 2004
         (4)      50,000  exercisable  at $2.00 through December 2004
         (5)      50,000 exercisable  at  $4.00  through  December  2004
         (6)      16,000 exercisable at $1.75 through December 2004
         (7)      41,500 exercisable at $1.80 through July 31, 2004
         (8)      207,500 exercisable at $3.00 through July 31, 2004
         (9)      55,000 exercisable at  $1.20  through  September  30,  2004
         (10)     300,000 exercisable at $2.00 through December 31, 2005
         (11)     75,000 exercisable at $.96 through March 2007
         (12)     80,000 exercisable  at  $1.50  through  December  2004.

         At June 30, 2003, the Company had employee stock options outstanding to
acquire 2,251,000 shares of common stock at exercise prices of $0.15 to $4.00.

         During the first  quarter  ended March 31,  2003,  the  Company  issued
700,000  shares of the  Company's  restricted  common stock to High Gain Antenna
Co.,  Ltd. of Korea (see Note E.4.) in  connection  with the  settlement  of the
litigation.

         In March 2003, two stockholders loaned the Company $10,000 each under a
Convertible  Promissory Note due in March 2005, with interest,  due at maturity,
of 6%. The note is convertible into restricted  common stock at the rate of $.10
per share.

         During the first  quarter ended March 31, 2003,  the Company  re-priced
and extended  employee stock options to certain  employees as follows:  officers
and directors,  1,150,000  options re-priced from $4.00 to $0.15 and extended to
May 2006; all other employees  145,000 options re-priced from $4.00 to $0.15 and
extended to May 2006.  Additionally,  the Vice  President of Operations has been
granted an additional 200,000 options at $0.15 and expiring in May 2006.

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.

                                      -7-

<PAGE>

                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  JUNE 30, 2003

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.

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 June
30, 2003.

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.    The Company was subject to a SEC formal order of investigation relating to
the subject  matter of the Class Action  Lawsuit that was  commenced in 1999 and
settled in 2001. On May 22, 2003, the  Commission  filed a settled action in the
United States  District Court for the District of New Jersey against  Amplidyne,
Inc.  ("Amplidyne")  and its President,  Chairman and Chief  Executive  Officer,
Devendar S. Bains ("Bains").  The Commission's  Complaint alleges that Amplidyne
and Bains  violated the antifraud  provision of the federal  securities  laws by
making  false  statements  concerning   Amplidyne's  purported  entry  into  the
high-speed  Internet wireless access market.  Simultaneously  with the filing of
the Complaint, Amplidyne and Bains, without admitting or denying the allegations
in the  Complaint,  consented  to the  entry  of a  final  judgment  permanently
enjoining  both from violating  Section 10(b) of the Securities  Exchange Act of
1934 and Rule 10b-5 thereunder. In addition, Bains agreed to pay a civil penalty
of $50,000.

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

      The  Company (as well as an officer and  director  of the  Company)  was 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  sought 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. 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 had filed a motion in the Law Division for a new trial, which was denied
and gave notice of appeal to file an appeal of the  verdict and  judgment to the
Superior Court of New Jersey,  Appellate Division.  Management latter determined


                                       -8-
<PAGE>

                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  JUNE 30, 2003

that  pursuing the appeal  would not be in the best  interest of the Company and
its shareholders.

      In January 2003, the Company  entered into a Stipulation of Settlement and
Release before the Superior Court of New Jersey, Somerset County. The settlement
stipulates  that the  Company  pay a total of $200,000  plus  700,000  shares of
restricted  common  stock of the  Company  valued by the  agreement  at $105,000
(management has determined that the discounted  value of the 700,000  restricted
shares was  $29,400 in January  2003 based on quoted  market  price of $0.07 per
share  discounted  for lack of  marketability).  The  stipulation  calls  for an
initial  payment of $75,000  (paid in March  2003)  with the  remaining  balance
payable in $25,000  increments on the following dates:  June 2, 2003, August 31,
2003,  November  29,  2003,  February  27,  2004 and May 28,  2004.  The  record
judgement of $400,000  shall remain  until the payment  obligations  are made in
full. In the event of default, the plaintiff shall have the right to execute the
judgement  after  crediting  $105,000 for the agreed value of the shares  issued
plus any payments made pursuant to the settlement.  Accordingly,  failure by the
Company to timely meet the settlement  terms will have a material adverse effect
on the Company's financial position and prospects.

5. AMPLIDYNE,  INC. V. WAYNE FOGEL,  DIGITAL  COMMUNICATIONS  NETWORK,  INC. AND
INTERNET NETWORK CORPORATION

      On May 30, 2002,  the Company filed a two count lawsuit  against the above
mentioned defendants in the Superior Court of New Jersey, Law Division, Somerset
County, seeking, among other things,  declaratory relief that the Company is not
obligated to pay a finders fee (in connection with the Company's purchase of the
Darwin Assets), and that the Company is entitled to monetary damages as a result
of defendant's  misrepresentations.  On July 10, 2002, the matter was removed to
the United  States  District  Court of New Jersey but later  transferred  to the
United States  Bankruptcy  Court and then  transferred back to the United States
District Court of New Jersey. On July 29, 2002,  defendants filed a counterclaim
seeking  $200,000 in damages as a result of a finders fee agreement.  In January
2003,  the matter was  transferred  to the United States  District Court for the
Middle  District of Florida.  The  defendants  sought a further  transfer to the
United  States  Bankruptcy  Court for the Middle  District of Florida,  but such
motion was denied.  Internet  Network  Corporation  has a pending motion seeking
sanctions  against the Company for violating the  bankruptcy  automatic stay for
actions  against  debtors in  bankruptcy  proceedings.  Although  the Company is
confident  in its  position,  it cannot  predict the outcome of the case and any
negative outcome may have a material  adverse effect on the Company's  financial
position or prospects.

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 $290,222 and  $2,113,580  for the six months
ended June 30, 2003 and 2002, respectively.

      With no remaining cash and no near term  prospects of private  placements,
options or warrant exercises and reduced revenues,  management believes that the
Company will have great  difficulty  meeting its working  capital and litigation
settlement  obligations  over the  next 12  months.  The  Company  is


                                      -9-
<PAGE>

                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  JUNE 30, 2003

presently  dependent on cash flows  generated from sales and loans from officers
to meet our obligations.  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
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 high  speed  internet  connectivity  products
      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;

      o Deferral of payments of officers' salaries, as needed;

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

      o Reducing overhead costs and general expenditures.

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

NOTE G - OTHER COMMENTS

1.    Officer Loans

      As of June 30,  2003,  the Company  owes  $110,974 to the Chief  Executive
Officer  for loans and unpaid  salaries.  During  the six months  ended June 30,
2003,  the Chief  Executive  Officer  advanced  $101,000  to the Company and was
repaid  $80,000.  During the six months ended June 30, 2003  salaries of $51,416
were deferred.

2.    Advance payments from customer

      In March  2003,  a customer  advanced  $100,000  to the Company for future
orders. These orders began shipping in April 2003. The remaining balance of this
advance at June 30, 2003 is $47,641.


                                      -10-
<PAGE>

                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                                  JUNE 30, 2003

NOTE H - SEGMENT INFORMATION

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


                          Six Months Ended    Six Months Ended    Year Ended
                               June 30            June 30         December 31,
                                2003               2002              2002
                             ----------         ----------        ----------
Sales - external
         Amplifier           $  743,274            406,708        $  992,361
         Internet business      130,238            350,240           621,371
                             ----------         ----------        ----------
                             $  873,512         $  756,948        $1,613,732
                             ==========         ==========        ==========
Inventory                                             --
         Amplifier           $  409,317         $  467,765        $  441,654
         Internet business      494,688            462,562           485,059
                             ----------         ----------        ----------
                             $  904,005         $  930,327        $  926,713
                             ==========         ==========        ==========


                                      -11-
<PAGE>

                                 AMPLIDYNE, INC.


PART I - FINANCIAL INFORMATION

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

RESULTS OF  OPERATIONS - THE THREE MONTHS ENDED JUNE 30, 2003  COMPARED TO THREE
MONTHS ENDED JUNE 30, 2002.

Revenues  for the three months  ended June 30, 2003  increased by $111,588  from
$252,316 to  $363,904,  or 44% compared to the three months ended June 30, 2002.
The  sales  increases  were  primarily  in  amplifiers.  Coupled  with the staff
reductions and other  aggressive cost cuts,  this quarter's  losses were reduced
compared with the first 3 quarters of last year.

The  majority of the  amplifier  sales for the three  months ended June 30, 2003
were  obtained  from the  Wireless  Local  Loop  amplifier  products  to a major
European customer. The Company has also supplied 3.5GHz linear amplifiers to its
major North American customer.  Sales of amplifiers were approximately  82.6% of
total sales  compared  to 57% of total sales for the same period last year.  The
Ampwave high speed wireless Internet products and broadband  solutions accounted
for approximately 17.4% of total sales,  against 43% 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 has also  refined  its  wireless
internet amplifiers for the indoor market. Sales and marketing efforts have been
focused in the more stable United States, European and Canadian markets.

Cost of sales was  $278,925  or 77% of sales  compared  to 258%  during the same
period  for 2002.  The cost of sales for same  quarter  last  year  included  an
inventory  write-down  of $233,995  representing  93% of sales for that quarter.
Gross margin for the three  months  ended June 30, 2003  amounted to a profit of
$92,745 (25%) compared to a loss of $397,462  (160%),  for the same period ended
June 30, 2002. The  improvement in gross margin was  principally due to improved
production  efficiency  from  staff  reductions  over the past 3  quarters.  The
Company is  continuing  to assess  cost  reduction  and is  promoting  increased
product demand to improve gross margins in 2003.

Selling,   general   and   administrative   expenses   (excluding   stock  based
compensation)  decreased in 2003 by $534,527 to $216,940 from $751,467, in 2002.
Expressed as a percentage  of sales,  the  selling,  general and  administrative
expenses  (excluding stock based compensation) were 25% in 2003 and 99% in 2002.
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 the 3rd and 4th quarters of 2002.  In the quarter ended June 30,
2003,  we continued to maintain the lower  staffing and overhead  levels that we
instituted in 2002.

Research,  engineering  and  development  expenses were 27% of net sales for the
three months ended June 30, 2003 compared to 58% in 2002. In 2003 and 2002,  the
principal  activity  of the  business  related to the design and  production  of
product for OEM manufacturers,  particularly for the IMT 2000 and 3.5 GHz single
channel  products  and  refinements  to the High Speed  Internet  products.  The
research,  engineering and development  expenses  consist  principally of salary
cost for engineers and the expenses of equipment purchases  specifically for the
design  and  testing of the  prototype  products.  The  Company's  research  and
development  efforts are  influenced by available  funds and the level of effort
required by the engineering

                                      -12-

<PAGE>

                                 AMPLIDYNE, INC.

staff on customer specific projects.

The Company had interest income and other income in 2002 of $3,052 due to influx
of new capital during 2000 and 2001 from our private  placements and exercise of
warrants and options. Interest income went down to $NIL in 2003 because our cash
balances which we have  historically  temporarily  invested in interest  bearing
accounts have been fully depleted.

As a result of the  foregoing,  the Company  incurred  net losses of $230,032 or
$0.02 per share for the quarter  ended June 30, 2003 compared with net losses of
$1,610,800 or $0.17 per share for the same quarter in 2002.

RESULTS OF  OPERATIONS  - THE SIX MONTHS  ENDED JUNE 30,  2003  COMPARED  TO SIX
MONTHS ENDED JUNE 30, 2002.

Revenues  for the six months  ended June 30, 2003  increased  by  $116,564  from
$756,948 to  $873,512,  or 15%  compared to the six months  ended June 30, 2002.
Coupled with the staff  reductions and other aggressive cost cuts, the first six
months losses were reduced compared with the first six months of last year.

The majority of the amplifier  sales for the six months ended June 30, 2003 were
obtained from the Wireless  Local Loop  amplifier  products to a major  European
customer.  The Company has also supplied  3.5GHz linear  amplifiers to its major
North American customer.

The Company has continued to develop and refine its  amplifier  products for the
wireless  communications  market.  The  Company has also  refined  its  wireless
internet amplifiers for the indoor market. Sales and marketing efforts have been
focused in the more stable United States, European and Canadian markets.

Cost of sales was  $557,783 or 64% of sales  compared to  $1,029,890  or 136% of
sales  during the same  period for 2002.  The cost of sales for same period last
year included an inventory write-down of $233,995  representing 31% of sales for
that period.  The  improvement  in gross margin was  principally  due to and due
improved  production  efficiency from staff reductions over the past 3 quarters.
The Company is  continuing to assess cost  reduction and is promoting  increased
product demand to improve gross margins in 2003.

Selling,   general   and   administrative   expenses   (excluding   stock  based
compensation)  decreased  in 2003 by $826,129 to $410,671  from  $1,236,800,  in
2002.   Expressed  as  a  percentage   of  sales,   the  selling,   general  and
administrative  expenses  (excluding stock based  compensation) were 47% in 2003
and 163% in 2002. 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 the 3rd and 4th quarters of 2002. In the quarter
ended June 30, 2003,  we  continued to maintain the lower  staffing and overhead
levels that we instituted in 2002.

Research, engineering and development expenses were 22% of net sales for the six
months  ended  June 30,  2003  compared  to 38% in 2002.  In 2003 and 2002,  the
principal  activity  of the  business  related to the design and  production  of
product for OEM manufacturers,  particularly for the IMT 2000 and 3.5 GHz single
channel  products  and  refinements  to the High Speed  Internet  products.  The
research,  engineering and development  expenses  consist  principally of salary
cost for engineers and the expenses of equipment purchases  specifically for the
design  and  testing of the  prototype  products.  The  Company's  research  and
development  efforts are  influenced by available  funds and the level of effort
required by the engineering


                                      -13-
<PAGE>

                                 AMPLIDYNE, INC.

staff on customer specific projects.

The Company had interest income and other income in 2002 of $3,052 due to influx
of new capital during 2000 and 2001 from our private  placements and exercise of
warrants and options. Interest income went down to $NIL in 2003 because our cash
balances which we have  historically  temporarily  invested in interest  bearing
accounts have been fully depleted.

As a result of the  foregoing,  the Company  incurred  net losses of $290,222 or
$0.03 per share for the six months ended June 30, 2003  compared with net losses
of $2,113,580 or $0.23 per share for the same period in 2002.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity refers to our ability to generate adequate amounts of cash to meet our
needs.  We have been  generating the cash necessary to fund our operations  from
continual loans from the President and Chief  Executive  Officer of the Company,
Devendar Bains. We have incurred a loss in each year since inception.  We expect
to  incur  further  losses,  that  the  losses  may  fluctuate,  and  that  such
fluctuations  may be  substantial.  As of June  30,  2003 we had an  accumulated
deficit of $22,239,901.  Potential immediate sources of liquidity are loans from
Mr.  Bains.  Another  potential  source of liquidity  is the sale of  restricted
shares of our common stock, but there are no immediate plans for such sale.

As of June 30, 2003, our current  liabilities  exceeded our cash and receivables
by  $770,211.  Our  current  ratio was 1.16 to 1.00,  but our ratio of  accounts
receivable to current  liabilities was only 0.24 to 1.00. This indicates that we
will have  difficulty  meeting our obligations as they come due. We are carrying
$904,005 in inventory,  of which $625,842  represents  component parts. Based on
year to date usage, we are carrying 348 days worth of parts  inventory.  Because
of the lead times in our manufacturing process, we will likely need to replenish
many items before we use everything we now have in stock.  Accordingly,  we will
need more cash to replenish our  component  parts  inventory  before we are able
realize cash from all of our existing inventories.

As of June 30, 2003, we had an overdraft of $17,420  compared to an overdraft of
$11,939 at December 31, 2002.  Overall our cash and cash  equivalents  decreased
$29,359 during 2003.  Our cash used for operating  actives was $45,591 This year
we   received   loans   of   $21,000   and   deferred    salary    payments   to
officer/stockholders  of $51,416. We also received proceeds from the issuance of
convertible promissory notes of $20,000.

The allowance for doubtful accounts on trade receivables increased form $143,000
(25% of accounts  receivable  of $583,506) in 2002 to $186,000  (43% of accounts
receivable  of  $434,722)  in 2003.  Because of our  relatively  small number of
customers and low sales volume,  accounts receivable balances and allowances for
doubtful  accounts  do not  reflect  a  consistent  relationship  to  sales.  We
determine   our   allowance   for   doubtful   accounts   based  on  a  specific
customer-by-customer review of collectiblity.

Our inventories decreased by $22,708 to $904,005 in 2003 compared to $926,713 at
December 31, 2002, a decrease of 2%.

The Company has several lease obligations for its premises and certain equipment
requiring  minimum  monthly  payments  of  approximately  $9,800  through  2005.
Although the Company did not convert  salaries to officers  through the issuance
of Common Stock in 2003 or 2002, it may to do so in 2003. To help  alleviate the
cash flow  difficulties,  the Chief Executive  Officer and the Vice President of
Operations  agreed to  additional  salary  deferrals  of  $19,666  and  $10,000,
respectively.


                                      -14-
<PAGE>

                                 AMPLIDYNE, INC.

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 no remaining cash and no near term prospects of private placements, options
or warrant  exercises and reduced  revenues,  we believe that we will have great
difficulty  meeting our working  capital and litigation  settlement  obligations
over the next 12 months. We are presently dependent on cash flows generated from
sales and loans from officers to meet our obligations. Our failure to consummate
a merger.  or  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.

ITEM 3.   CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the date of this report, Amplidyne, Inc. carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's  Chief  Executive and Principal  Accounting
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  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.

(b)      Changes in Internal Controls.

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.


                                      -15-
<PAGE>

                                 AMPLIDYNE, INC.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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


                                      -16-
<PAGE>

                                   SIGNATURES

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

                                          AMPLIDYNE, INC.

Dated:  August 14, 2003                   By:      /s/ Devendar S. Bains
                                                   ---------------------
                                                   Name:  Devendar S. Bains
                                          Title:   Chief Executive Officer,

                                                   Treasurer,
                                                   Principal Accounting
                                                   Officer and Director

                                      -17-
<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, Devendar S. Bains, Chief Executive Officer and Principal  Accounting
Officer of Amplidyne, Inc. (the "Company") do hereby certify that:

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

         2. Based on my knowledge,  this  quarterly  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
quarterly report; and

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the period presented in this quarterly report.

         4.  I  am  responsible  for  establishing  and  maintaining  disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the Company and have:

             (a) designed such disclosure controls and procedures to ensure that
      material  information  relating  to the  Company,  is made  known to me by
      others  within the Company,  particularly  during the period in which this
      quarterly report is being prepared;

             (b)  evaluated  the  effectiveness  of  the  Company's   disclosure
      controls  and  procedures  as of a date within 90 days prior to the filing
      date of this quarterly report (the "Evaluation Date"); and

             (c) presented in this  quarterly  report my  conclusions  about the
      effectiveness  of the  disclosure  controls  and  procedures  based  on my
      evaluation as of the Evaluation Date;

             5. I have  disclosed,  based on my most recent  evaluation,  to the
      Company's  auditors  and the audit  committee  of the  Company's  board of
      directors (or persons performing the equivalent functions):

             (a) all  significant  deficiencies  in the design or  operation  of
      internal  controls which could adversely  affect the Company's  ability to
      record,  process,  summarize and report financial data and have identified
      for  the  registrant's   auditors  any  material  weaknesses  in  internal
      controls; and

             (b) any fraud, whether or not material, that involves management or
      other  employees  who have a significant  role in the  Company's  internal
      controls; and

         6. I have indicated in this quarterly  report whether or not there were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

                                                  /s/  Devendar S. Bains
                                                  ----------------------------
                                                  Devendar S. Bains
                                                  Chief Executive Officer and
                                                  Principal Accounting Officer

August 14, 2003


                                      -18-