UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A
                                (Amendment No. 1)



[X]     QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
        ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999


[ ]     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, 1999 was 5,770,007.

<PAGE>


                                 AMPLIDYNE, INC.
                                   FORM 10-QSB
                         SIX MONTHS ENDED JUNE 30, 1999



                                TABLE OF CONTENTS


PART 1 - FINANCIAL INFORMATION

Item 1         FINANCIAL STATEMENTS (Unaudited):

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

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

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

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

               Notes to Financial Statements.................................6-8

Item 2         Management's Discussion and Analysis of Financial
                 Condition and Results of Operations........................9-10

PART II - OTHER INFORMATION

Item 2.  Change in Securities.................................................11

Signatures....................................................................12

Exhibit 27- Financial Data Schedule...........................................13

<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                 AMPLIDYNE, INC.
                                 BALANCE SHEETS

                                     ASSETS

                                                                       RESTATED
                                                        December 31,   June 30,
                                                           1998 *        1999
                                                        ----------   ----------
                                                                     (Unaudited)
CURRENT ASSETS
  Cash and cash equivalents                             $  427,510   $  885,717
  Accounts receivable, net of allowance
    for doubtful accounts of $181,000
    at June 30, 1999 and $86,000 at
    December 31, 1998                                      440,516      329,790
  Inventories                                              558,685      786,268
  Prepaid expense and other                                 14,206        8,044
                                                        ----------   ----------

    Total current assets                                 1,440,917    2,009,819
                                                        ----------   ----------

PROPERTY AND EQUIPMENT - AT COST
  Machinery and equipment                                  540,116      549,826
  Furniture and fixtures                                    43,750       43,750
  Autos and trucks                                          61,183       61,183
  Leasehold improvements                                     4,162        4,162
                                                        ----------   ----------
                                                           649,211      658,921
    Less: Accumulated depreciation and amortization        342,052      400,099
                                                        ----------   ----------
      Net depreciated cost                                 307,159      258,822
                                                        ----------   ----------

Long term accounts receivable, net of allowance
  for doubtful accounts of $30,000                              --       60,000

OTHER ASSETS                                                35,000       67,949
                                                        ----------   ----------

TOTAL ASSETS                                            $1,783,076   $2,396,590
                                                        ==========   ==========

* Derived from Company's audited Balance Sheet at December 31, 1998


    The accompanying notes are an integral part of these financial statements

                                       -1-
<PAGE>


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

                                     LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                                   RESTATED
                                                                                 December 31,      June 30,
                                                                                    1998 *           1999
                                                                                 ------------    ------------
                                                                                                  (Unaudited)
<S>                                                                              <C>             <C>
CURRENT LIABILITIES
  Current maturities of lease obligations                                        $     70,311    $     15,533
  Accounts payable                                                                    220,991         204,019
  Accrued expenses                                                                    255,439         143,522
  Deferred compensation                                                                27,100              --
  Stockholders' loan                                                                    5,051              --
                                                                                 ------------    ------------

    Total current liabilities                                                         578,892         363,074

LONG-TERM LIABILITIES
  Long term lease obligation, less current maturities                                  36,933          26,440
                                                                                 ------------    ------------

TOTAL LIABILITIES                                                                     615,825         389,514
                                                                                 ------------    ------------

STOCKHOLDERS' EQUITY
  Preferred stock - authorized, 1,000,000 shares of $.0001 par value; 0 shares
    and 50,000 shares
    outstanding at December 31, 1998 and June 30, 1999, respectively                       --               5
  Common stock - authorized, 25,000,000 shares
    of $.0001 par value; 4,703,333 shares and 5,770,007 shares issued and
    outstanding at December 31, 1998 and June 30, 1999,
    respectively                                                                          470             577
  Additional paid-in-capital                                                       12,735,817      14,401,571
  Accumulated deficit                                                             (11,569,036)    (12,395,077)
                                                                                 ------------    ------------

    Total stockholders' equity                                                      1,167,251       2,007,076
                                                                                 ------------    ------------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                                           $  1,783,076    $  2,396,590
                                                                                 ============    ============
 * Derived from Company's audited Balance Sheet at December 31, 1998

                  The accompanying notes are an integral part of these financial statements
</TABLE>
                                                     -2-
<PAGE>

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

                                                                     RESTATED                      RESTATED
                                                      Three          Three          Six            Six
                                                      Months         Months         Months         Months
                                                      Ended          Ended          Ended          Ended
                                                      June 30,       June 30,       June 30,       June 30,
                                                      1998           1999           1998           1999
                                                      -----------    -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>            <C>
Net Sales                                             $   502,714    $   422,912    $   824,511    $ 1,078,082
Cost of goods sold                                        375,670        440,804        746,974        975,309
                                                      -----------    -----------    -----------    -----------

  Gross profit (loss)                                     127,044        (17,892)        77,537        102,773

Operating expenses
 Selling, general & admin                                 261,255        374,883        535,330        717,280
 Research, eng. & devel.                                  142,004        135,702        264,165        267,412
                                                      -----------    -----------    -----------    -----------

  Operating loss                                         (276,215)      (528,477)      (721,958)      (881,919)

Other nonoperating income
and expenses
 Interest income                                           23,243          5,547         48,409         11,523
 Interest expense                                           4,462          1,201          9,785         13,645
 Other Income                                                  --             --             --         60,000
                                                      -----------    -----------    -----------    -----------

  Loss before income taxes                               (257,434)      (524,131)      (683,334)      (824,041)

Provision for income taxes                                    475          2,000            675          2,000

  NET LOSS                                            $  (257,909)   $  (526,131)   $  (684,009)   $  (826,041)
                                                      ===========    ===========    ===========    ===========

Net loss per share - basic
and diluted                                                  (.06)          (.09)          (.16)          (.16)
                                                      ===========    ===========    ===========    ===========

Weighted average number
of shares outstanding                                   4,407,370      5,734,625      4,407,370      5,221,547
                                                      ===========    ===========    ===========    ===========


                   The accompanying notes are an integral part of these financial statements

                                                      -3-
</TABLE>
<PAGE>


                                 AMPLIDYNE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                     RESTATED
                                                    Six Months      Six Months
                                                      Ended           Ended
                                                   June 30, 1998  June 30, 1999
                                                    -----------    -----------
Cash flows from operating activities:
  Net Loss                                          $  (684,009)   $  (826,041)
                                                    -----------    -----------
  Adjustments to reconcile net loss to net cash
    used in operating activities
      Provision for slow moving inventory                    --         20,000
      Provision for bad debts                                --        125,000
      Stock compensation expense                             --         12,500
      Stock issued in lieu of accrued compensation
        and other liabilities                                --        179,500
      Depreciation and amortization                      51,152         58,047
      Changes in assets and liabilities
        Accounts receivable                             279,472        (74,274)
        Inventories                                      26,119       (177,403)
        Prepaid expense and other                        (4,394)         6,162
        Accounts payable and accrued expenses           (50,868)      (226,162)
                                                    -----------    -----------
    Total adjustments                                   301,481        (76,630)
                                                    -----------    -----------
      Net cash used in operating activities            (382,528)      (902,671)
                                                    -----------    -----------

Cash flows from investing activities:
  Purchase of fixed assets                                   --         (9,710)
                                                    -----------    -----------
     Net cash used in investing activities                   --         (9,710)
                                                    -----------    -----------

Cash flows from financing activities:
  Payment of lease obligations                          (69,423)       (65,278)
  Repayments of stockholders' loans, net                (25,000)       (38,000)
  Proceeds from stock issuance                           50,000      1,473,866
                                                    -----------    -----------
    Net cash provided by (used in) for
      financing activities                              (44,423)     1,370,588
                                                    -----------    -----------

      NET INCREASE (DECREASE) IN CASH                  (426,951)       458,207

Cash at beginning of year                             2,039,012        427,510
                                                    -----------    -----------
Cash and cash equivalents at end of period          $ 1,612,061    $   885,717
                                                    ===========    ===========

Supplemental disclosures of cash flow information
  Cash paid for:  Interest                          $    10,339    $    13,645
                  Income taxes                              475             --


    The accompanying notes are an integral part of these financial statements

                                       -4-
<PAGE>
<TABLE>
<CAPTION>
                                                          AMPLIDYNE, INC.
                                           STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                                                     FOR THE SIX MONTHS ENDED
                                                           JUNE 30, 1999
                                                            (UNAUDITED)

                                 PREFERRED STOCK                 COMMON STOCK
                           ---------------------------   ---------------------------    ADDITIONAL    ACCUMULATED
                              SHARES        PAR VALUE       SHARES        PAR VALUE   PAID-IN-CAPITAL  (DEFICIT)          TOTAL
                           ------------   ------------   ------------   ------------  --------------- ------------    ------------
<S>                              <C>      <C>               <C>         <C>            <C>            <C>             <C>
Balance at
 December 31, 1998                                          4,703,333   $        470   $ 12,735,817   $(11,569,036)    $ 1,167,251

Issuance of Preferred
 Stock, net of costs             50,000   $          5                                      464,995                        465,000

Issuance of Common
 Stock, net of costs                                          962,500             96      1,008,770                      1,008,866

Issuance of common stock
 in lieu of accrued
 compensation  and liabilities                                104,174             11        179,489                        179,500

Stock compensation                                                                           12,500                         12,500

Net Loss                                                                                                  (826,041)       (826,041)
                           ------------   ------------   ------------   ------------   ------------   ------------    ------------

Balance at June 30, 1999         50,000   $          5      5,770,007   $        577   $ 14,401,571   $(12,395,077)   $  2,007,076
                           ============   ============   ============   ============   ============   ============    ============

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

                                                                -5-
<PAGE>


                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

NOTE A - ADJUSTMENTS
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, except as described in Note G, necessary for a fair
statement of (a) results of operations for the six-month periods ended June 30,
1998 and June 30, 1999 (b) the financial position at December 31, 1998 and June
30, 1999 (c) the statements of cash flows for the six-month periods ended June
30, 1998 and June 30, 1999, and (d) the changes in stockholders' equity for the
six-month period ended June 30, 1999, have been made. The results of operations
for the six months ended June 30, 1999 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, 1998, included in the Company's Form 10-KSB filed with
the Securities and Exchange Commission on April 15, 1999.


NOTE C - PUBLIC OFFERING AND OTHER SIGNIFICANT EQUITY TRANSACTIONS
A registration statement covering an underwritten public offering of 1,610,000
units at a price of $5.10 per unit, prior to underwriters' commissions, was
declared effective by the Securities and Exchange Commission on January 21,
1997. Each unit consisted of one share of common stock, par value $.0001 per
share and one redeemable common stock purchase warrant. Each warrant entitles
the holder to purchase one share for $6.00 during the four-year period ending
January 21, 2001. The Company may redeem the warrants at a price of $.01 per
warrant at any time with not less than thirty days' prior written notice if the
average closing price equals or exceeds $9.00 per share for any twenty
consecutive trading days.


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

The underwriter received an option to purchase up to 140,000 shares of common
stock and 140,000 warrants under the same terms.

                                       -6-
<PAGE>


                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

NOTE C - PUBLIC OFFERING AND OTHER SIGNIFICANT EQUITY TRANSACTIONS (CONTINUED)
In March of 1999, 900,000 shares were issued through a private placement. The
Company received net proceeds of $915,746. The proceeds are net of legal fees,
underwriting fees and other expenses of the offering totalling $88,375. An
additional 71,862 shares were issued during the first quarter in exchange for
deferred officer's salaries, commissions, and consulting fees totalling
$122,637.


In June of 1999, 50,000 shares of Series A Preferred Stock, $.0001 par value,
were issued through a private placement (at $10.00 per share). The Company
received net proceeds of $465,000, after deduction of fees. The Preferred Stock:
(I) are entitled to dividends at the annual rate of 6%, payable semi-annually,
in cash or in shares of Common Stock; (ii) has a liquidation preference of
$10.00 per share, (iii) is convertible into shares of Common Stock at the lesser
of (A) 110% of the average closing sales price of the Common Stock on the five
trading days prior to issuance or (B) 85% of the average closing sales price of
the Common Stock for the five trading days prior to conversion, in each case not
less than $1.25 per share; (iv) is non-voting, (v) is subject to redemption; and
(vi) shall automatically convert into Common Stock on June 30, 2002 (if not
previously converted).

NOTE D - LOSS PER SHARE
The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings per Share" which specifies the compilation, presentation and
disclosure requirements for earnings per share for entities with publicly held
common stock or potential common stock for all periods presented herein.


Net loss per common share - basic and diluted is determined by dividing the net
loss by the weighted average number of common stock outstanding. Net loss per
common share - diluted does not include potential common shares derived from
stock options and warrants because they are antidilutive.

NOTE E - LITIGATION
The Company is a defendant to a complaint filed in the Circuit Court of the
Eighteenth Judicial District of the State of Florida on January 23, 1997,
alleging breach of contract and alleged damages in the amount of approximately
$4,323,000, plus interest, costs and attorney's fees. The Company filed an
answer to the complaint denying the allegations therein and a counterclaim on
March 10, 1997. The counterclaim alleges breach of contract, common law fraud,
conversion and unjust enrichment. The Company further asserts damages in the
amount of approximately $463,000, plus interest, costs and attorney's fees.
Management believes that the allegations in the complaint are without merit. A
motion for summary judgement was denied in February 1999.


Class Action Suit Disclosure

The Company has been recently served with six class action complaints on behalf
of all purchasers of the Company's common stock and warrants between September 9
and 14, 1999. The complaints allege that the Company and certain officers and
directors of the Company violated the federal securities laws by, among other
things, the issuance of a press release on September 9, 1999. The Company
expects that a lead plaintiff will assert a consolidated complaint and the
Company will then promptly respond to the consolidated complaint. The Company
believes these complaints have no merit and will vigorously contest them.


                                       -7-
<PAGE>



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

NOTE F - SUBSEQUENT EVENT
In July  1999 the  Company  moved  it's  operations  to a  smaller  facility  of
approximately  13,000 square feet in Raritan, New Jersey under a five year lease
expiring July 14, 2004 with a monthly rent of $5,937 plus real estate taxes.



NOTE G - RESTATEMENT
During the third quarter of 1999 the Company became aware of certain required
adjustments primarily in inventory, paid in capital and accounts receivable
balances as of June 30, 1999. The financial statements for the quarter ended
June 30, 1999 have been restated to reflect these adjustments, as summarized
below:


Net loss, as previously reported                             $(785,289)
                                                             ---------
Adjustments - Increase (Decrease):
     Inventory valuation                                       (15,000)
     Provision for bad debts                                  (125,000)
     Selling, general and administrative
       expenses, including costs of private
       placements                                               99,248
                                                             ---------
       Subtotal                                                (40,752)
                                                             ---------
       Net income, as adjusted                                (826,041)
                                                             =========
Basic and diluted per share amounts:
As previously reported                                       $    (.15)
    Adjustments                                              $    (.01)
                                                             ---------
    As adjusted                                              $    (.16)
                                                             =========


                                       -8-
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

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

RESULTS OF OPERATIONS


        RESULTS OF OPERATIONS-SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO
                         SIX MONTHS ENDED JUNE 30, 1998


Sales increased in the first half of 1999 compared with the first half of 1998,
due to continuing orders from existing customers and fewer orders requiring
large amounts of research and development time, primarily in the first quarter
of 1999. In the second quarter of 1999, the Company began shipping its NMT-450
Multicarrier products to a new North American customer. However, sales to S.
Korean customers slowed down in 1999 due to specification upgrades.

Gross profit for the six months ended June 30, 1999 amounted to 102,773 (9.5% of
sales), compared to $77,537 (9.4% of sales) for the corresponding six months of
1998. This increase in gross margin is principally attributable to lower
labor/subcontract costs associated with its new Multicarrier product order and
lower lease expenses on equipment used to manufacture products and reduced
material costs. The company expects to continue to reduce overhead expenses
during the third quarter of 1999.


                                       -9-
<PAGE>
               PART 1 - FINANCIAL INFORMATION - ITEM 2 (CONTINUED)

Selling, general, and administrative expenses were $717,280 (67% of sales) in
the first six months of 1999, compared to $535,330 (65% of sales) for the first
six months of 1998. The actual expenses (rather than the percentage of sales)
were higher in 1999, due to an increase in bad debt expense.

Research, engineering, and development costs remained relatively unchanged for
the six months ended June 30, 1999 compared with the corresponding period of
1998. This trend should continue as reoccurring orders are received from
customers utilizing the existing technology.

Interest income was lower in the second half of 1999 compared to the
corresponding period of 1998. The decrease is due to lower amounts of cash in
the Company's money market account.

The Company recorded other income upon forgiveness of consulting fees in the
amount of $60,000 during the first quarter of 1999.

As a result of the foregoing, the Company incurred net losses of ($826,041) or
(.16) per share for the six months ended June 30, 1999 compared to net losses of
($684,009) or (.16) per share for the same period in 1998.

LIQUIDITY AND CAPITAL RESOURCES


At June 30, 1999, the Company had cash and cash equivalents of $885,717
principally due to the injection of private placement funds in the first half of
1999. The Company has continued to issue its common stock in lieu of cash
payments for compensation, commission and consulting fees where possible. This
resulted in the reduction of deferred compensation and accrued expenses from the
December 1998 balances. The Company has increased its inventory, primarily
work-in-progess, in response to its new customer orders and new products. The
Company has also recently purchased an auto-insertion machine to improve
operational efficiency and speed.


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

YEAR 2000


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

The Company has 37 employees of which 28 are involved in production processes.
The Company's internal computer systems consist of individualized PCs. The
Company intends to replace all of these PCs with the latest hardware, at an
estimated cost of about $20,000. The Company's technical software has been
upgraded for the Y2K compliance. Presently, the Company is exploring the
purchase of a new MRP system, which will be Y2K compliant, and will be installed
by the first quarter of 2000. All other software for day to day office work is
Y2K compliant. The Company's accounting software will also be upgraded as part
of the MRP system. Estimated cost is about $25,000. Therefore, the Company
believes that the existing accounting software is Y2K compliant. Other than as
set forth, the Company has no other contingency plan for Y2K non-compliance.

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


                                      -10-
<PAGE>


                           PART II - OTHER INFORMATION

Item 2. Change in Securities


On June 30, 1999, the Company  issued 50,000 shares of Series A Preferred  Stock
to accredited  investors  pursuant to Rule 506 of Regulation D of the Securities
Act of 1933,  as amended (the "Act").  The Company sold such shares at 10.00 per
share resulting in net proceeds of $465,000.  The sales were made in reliance on
Rule 506 of Regulation D.


On June 30, 1999, the Company issued 32,312 shares of common stock to Devendar
S. Bains (15,398), Tarlochan Bains (12,815) and Nirmal Bains (4,099). The shares
were issued in exchange of accrued salaries owed to such persons at June 30,
1999 ($27,424, $22,872, and $7,300, respectively) and were converted at a price
of $1.781, the market price at such date. The sales were made in reliance on
Section 4(2) of the Act. No underwriting discounts or commissions were paid.

In April 1999, the Company issued 62,500 shares of Common Stock in connection
with the exercise of outstanding warrants generating gross proceeds of $93,121.
The Company issued such shares in reliance on Section 4(2) of the Act. No
underwriting discounts or commissions were paid.


On March 31, 1999, the Company issued 900,000 shares of common stock to
accredited investors pursuant to Rule 506 of Regulation D of the Securities Act
of 1933, as amended (the "Act"). The Company sold such shares at $1.125,
received gross proceeds of $1,012,500 and paid a 7% commission (for a total of
$70,875) to the placement agent.

On March 31, 1999, the Company issued 7,893 shares of common stock to Devendar
S. Bains (4,025), Tarlochan Bains (2,526) and Nirmal Bains (1,342). The shares
were issued in exchange of accrued salaries owed to such persons at December 31,
1998 ($10,565, $6,629 and $3,521, respectively) and were converted at a price of
$2.625, the market price at such date. The sales were made in reliance of
Section 4(2) of the Act. No underwriting discounts or commissions were paid.

On March 31, 1999, the Company issued 15,969 shares of common stock to Devendar
S. Bains (5,465), Tarlochan Bains (9,704) and Nirmal Bains (800). The shares
were issued in exchange of accrued salaries/commissions owed to such persons at
March 31, 1999 ($14,346, $25,473 and $2,100, respectively) and were converted at
a price of $2.625, the market price at such date. The sales were made in
reliance of Section 4(2) of the Act. No underwriting discounts or commissions
were paid.

In January 1999, the Company issued 48,000 shares of common stock to two former
officers of the Company. The shares were issued in exchange for accrued fees
owed to them in the amount of $60,000, and was converted at $1.25, the market
price at such date. The sales were made in reliance on Section 4(2) of the Act.
No underwriting discounts or commissions were paid.


                                      -11-
<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 authorised.


                                             AMPLIDYNE, INC.



Dated:  November 19, 1999                    By:  /s/ DEVENDAR S. BAINS
                                                  ----------------------------
                                             Name:    Devendar S. Bains
                                             Title:   Chief Executive Officer,
                                                      President, Treasurer,
                                                      Principal Accounting
                                                      Officer and Director


                                      -12-