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,  2001.


[ ]  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, 2001  was  7,892,661.

<PAGE>

                                 AMPLIDYNE, INC.
                                  FORM 10-QSB
                         SIX MONTHS ENDED JUNE 30, 2001



                                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 . . . . . . . . . . . . .  6-11

Item  2     Management's  Discussion  and  Analysis  of  Financial
             Condition  and  Results  of  Operations . . . . . . . . .  12-14

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

Item  2.    Change  in  Securities . . . . . . . . . . . . . . . . . .  15

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16




<PAGE>
                         PART 1 - FINANCIAL INFORMATION

Item  1.  Financial  Statements
<TABLE>
<CAPTION>
                                    AMPLIDYNE, INC.
                                    BALANCE SHEETS

                                        ASSETS
                                        ------

                                                                June  30,   December 31,
                                                                  2001          2000
                                                                ----------  -----------
                                                                (Unaudited)

CURRENT ASSETS
<S>                                                             <C>         <C>
  Cash and cash equivalents                                     $1,378,722  $1,966,142
  Accounts receivable, net of allowance
    for doubtful accounts of $326,000 and $291,000 at June 30,
    2001 and December 31, 2000, respectively                       502,381     318,345
  Inventories, principally raw materials                           875,467     597,953
  Loan receivable-officer                                           36,670      33,667
  Prepaid expenses and other                                        22,122     101,957
                                                                ----------  ----------

  Total current assets                                           2,815,362   3,018,064
                                                                ----------  ----------

PROPERTY AND EQUIPMENT - AT COST
  Machinery and equipment                                          723,179     720,818
  Furniture and fixtures                                            43,750      43,750
  Autos and trucks                                                  66,185      66,183
  Leasehold improvements                                             8,138       8,141
                                                                ----------  ----------
  Total                                                            841,252     838,892
  Less:  Accumulated depreciation and amoritization                654,455     588,845
                                                                ----------  ----------
    Net property and equipment                                     186,797     250,047
                                                                ----------  ----------

OTHER ASSETS
  Security Deposits and other non-current assets                    59,204      72,354
                                                                ----------  ----------

TOTAL ASSETS                                                    $3,061,363  $3,340,465
                                                                ==========  ==========

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

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

                              LIABILITIES AND STOCKHOLDERS' EQUITY
                              ------------------------------------
                                                                    June 30,       December 31,
                                                                      2001             2000
                                                                      ----             ----
                                                                   (Unaudited)
<S>                                                              <C>             <C>
CURRENT LIABILITIES
  Current maturities of lease obligations                        $      11,682   $      11,385
  Accounts payable                                                     224,079         242,289
  Accrued expenses                                                     255,972         258,875
  Settlement of litigation                                             125,000         150,000
                                                                 --------------  --------------

    Total current liabilities                                          616,733         662,549

LONG-TERM LIABILITIES
  Lease obligations, less current maturities                             2,691           9,785

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock - authorized 1,000,000 shares
    of no stated value; no shares issued and outstanding                     -               -
  Common stock - authorized, 25,000,000 shares
    of $.0001 par value; shares 7,855,661, and 7,463,841 shares
     issued and outstanding at June 30, 2001 and
     December 31, 2000, respectively.                                      786             747
Additional paid-in-capital                                          21,378,615      20,212,154
Accumulated deficit                                                (18,937,462)    (17,544,770)
                                                                 --------------  --------------

  Total stockholders' equity                                         2,441,939       2,668,131
                                                                 --------------  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $   3,061,363   $   3,340,465
                                                                 ==============  ==============

    The accompanying notes are an integral part of these financial statements

                                      -2-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                AMPLIDYNE, INC.
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)


                                                 Three            Three              Six               Six
                                                 Months           Months            Months            Months
                                                 Ended            Ended             Ended             Ended
                                                June 30,         June 30,          June 30,          June 30,
                                                  2001             2000              2001              2000
                                           ---------------  ---------------  ----------------  -----------------
<S>                                        <C>              <C>              <C>               <C>
Net Sales                                  $      707,314   $      529,008   $     1,174,620   $      1,428,076

Cost of goods sold                                366,134          509,584           749,314          1,169,682
                                           ---------------  ---------------  ----------------  -----------------

  Gross profit                                    341,180           19,424           425,306            258,394

Operating expenses
 Selling, general & administrative                472,480          587,377           865,910            952,686
 Research, engineering and development            164,912          137,272           301,191            246,839
 Equity-based compensation charge                       -                -           140,000            100,000
                                           ---------------  ---------------  ----------------  -----------------

  Operating loss                                 (296,212)        (705,225)         (881,795)        (1,041,131)

Other non operating income (expenses)
 Interest income                                   17,083           19,056            39,967             30,802
 Interest expense                                    (370)               -              (864)              (729)
 Estimated cost of litigation settlement                -                -          (550,000)                 -
                                           ---------------  ---------------  ----------------  -----------------

NET LOSS                                   $     (279,499)  $     (686,169)  $    (1,392,692)  $     (1,011,058)
                                           ===============  ===============  ================  =================

Net loss per share - basic and diluted     $         (.04)  $         (.09)  $          (.19)  $           (.14)
                                           ===============  ===============  ================  =================

Weighted average number of shares
outstanding                                     7,469,649        7,270,858         7,469,970          7,101,009
                                           ===============  ===============  ================  =================


    The accompanying notes are an integral part of these financial statements

</TABLE>
                                      -3-

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


                                                                                Six             Six
                                                                               Months          Months
                                                                                Ended           Ended
                                                                            June 30, 2001    June 30, 2000
                                                                           ---------------  ---------------
<S>                                                                        <C>              <C>
Cash flows from operating activities:
 Net Loss                                                                  $   (1,392,692)  $   (1,011,058)

 Adjustments to reconcile net loss to net cash
  used in operating activities
    Depreciation and amortization                                                  65,610           65,874
    Estimated cost of litigation settlement                                       550,000                -
    Stock compensation charge                                                     140,000          100,000
    Changes in assets and liabilities
      Accounts receivable                                                        (184,036)         (20,148)
      Inventories                                                                (277,514)         141,339
      Prepaid expenses and other assets                                            92,985          (13,472)
      Accounts payable and accrued expenses                                       (96,113)        (254,749)
                                                                           ---------------  ---------------
           Total adjustments                                                      290,932          (18,844)
                                                                           ---------------  ---------------
           Net cash used for operating activities                              (1,101,760)        (992,214)
                                                                           ---------------  ---------------

Cash flows from investing activities:
  Loan receivable - officer                                                        (3,003)               -
  Purchase of property and equipment                                               (2,360)          (6,375)
                                                                           ---------------  ---------------
          Net cash used for investing activities                                   (5,363)          (6,375)
                                                                           ---------------  ---------------

Cash flows from financing activities:
  Payment of lease obligations                                                     (6,797)          (7,449)
  Proceeds from issuance of stock and exercise of
    options and warrants, net of costs                                            526,500        2,416,454
                                                                           ---------------  ---------------
         Net cash provided by financing activities                                519,703        2,409,005
                                                                           ---------------  ---------------

      NET (DECREASE) INCREASE IN CASH                                            (587,420)       1,410,416

Cash at beginning of period                                                     1,966,142        1,445,055
                                                                           ---------------  ---------------

Cash and cash equivalents at end of period                                 $    1,378,722   $    2,855,471
                                                                           ===============  ===============

Supplemental disclosures of cash flow information
  Cash paid for:  Interest                                                 $          864   $          729
                  Income taxes                                                          -                -



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

                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                 AMPLIDYNE, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 2000
                       AND SIX MONTHS ENDED JUNE 30, 2001

                                 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, 1999                          $   -       6,924,970    $ 692     $  17,618,398     $(15,104,725)  $2,514,365

Net loss for the year ended
December 31, 2000                              -               -        -                 -       (2,440,045)  (2,440,045)
Issuance  of  common  stock
net of costs                                             319,000       32         1,594,968                -    1,595,000
Exercise of warrants                                     177,121       19           713,248                -      713,267



Financing and
compensation costs
related to options and warrants
issued                                                         -        -           114,545                -     114,545
Exercise  of  stock options
into  shares  of  common
stock                                                     42,750        4           170,995                -     170,999
                                -------   -----------   --------     ---------   -------------    ------------  ---------

Balance at December 31, 2000         -          -      7,463,841      747        20,212,154      (17,544,770)   2,668,131
Unaudited:
Estimated  cost  of
    litigation  expected  to  be
    settled  by  the  issuance
    of common stock                                                                 500,000                       500,000
Financing  cost  associated
    with  warrants  extended
    and shares issued                                     1,820                     140,000                       140,000
Issuance  of  common  stock
    net of costs                                        390,000        39           526,461                       526,500
Net  loss  for  six months
ended June 30, 2001                                                                               (1,392,692)  (1,392,692)
                              -------    -----------   --------     ---------   -------------    ------------  -----------

Balance at June 30, 2001            -      $    -     7,855,661     $ 786      $  21,378,615    $(18,937,462)  $ 2,441,939
                              =======    ===========   ========     =========   ==============   =============  ===========

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

                                      -5-
<PAGE>

                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001

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 month period ended June 30, 2001 and June 30, 2000 (b)
the financial position at June 30, 2001 and December 31, 2000 (c) the
statements of cash  flows  for the six-month period ended June 30, 2001 and
June 30, 2000, and (d)  the changes in stockholders' equity for the six-month
period ended June 30, 2001  and  the  year  ended  December  31,  2000 have
been made.  The results of operations for the six months ended June 30, 2001
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, 2000, included in the Company's Form 10-KSB filed with
the  Securities  and  Exchange  Commission  on  April  16,  2001.

NOTE  C  -  PUBLIC  OFFERING  AND  PRIVATE  PLACEMENTS

Public  Offering

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  provided  notice on May 1, 2000 to reduce the
exercise  price  of  the  warrants  to  $5.00 per share.  The Company previously
provided  notice in April 2000 to redeem the warrants on May 17, 2000 unless the
warrants were previously exercised.  Through May 16, 2000, 124,871 warrants were
exercised  for  proceeds  of $650,454.  The remaining 1,485,129 were redeemed at
$.01  per  warrant  on  May  17,  2000.


                                       -6-

<PAGE>
                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001

NOTE  C  -  PUBLIC  OFFERING  AND  PRIVATE  PLACEMENTS-(CONTINUED)

Private  Placements

At June 30, 2001, the following 757,500 warrants remain outstanding:  (1) 67,500
exercisable  at  $2.50  originally  through  January  20,  2001  but extended to
December  31,  2001, (2) 145,000 exercisable at $4.00 originally through January
20,  2001  but  extended  to  December 31, 2001, (3) 20,000 exercisable at $1.00
through  May  2010,  (4)  20,000 exercisable at $7.00 through December 2004, (5)
30,000  exercisable  at  $6.00  through November 2004, (6) 50,000 exercisable at
$2.00 through December 2004 and (7) 50,000 exercisable at $4.00 through December
2004,  (8)  141,000  exercisable at $1.75, (16,000 of which expire December 2004
and  125,000  of  which  expire  December 2002), (9) 39,000 exercisable at $1.80
through  July  31,  2004  and (10) 195,000 exercisable at $3.00 through July 31,
2004.  At  June  30, 2001, the Company had employee stock options outstanding to
acquire  1,836,000  shares of common stock at exercise prices of $1.25 to $4.00.

During  the  quarter  ended  June 30, 2001, the Company issued 390,000 shares of
common  stock  at  $1.50  per share, to accredited investors, resulting in gross
proceeds  of  $585,000.  The  Company  paid  cash  commissions  of  $58,500  in
connection  with  such  private  placement.

NOTE  D  -  LOSS  PER  SHARE

The Company complies with the requirements of the Financial Accounting Standards
Board  issued Statement of Financial Accounting Standards No. 128, "Earnings per
Share"  ("SFAS  No. 128").  SFAS No. 128 specifies the compilation, presentation
and  disclosure  requirements  for earnings per share for entities with publicly
held  common stock or potential common stock.  Net loss per common share - basic
and  diluted  is  determined  by  dividing  the net loss by the weighted average
number  of  common  stock  outstanding.

Net  loss  per  common  share - diluted does not include potential common shares
derived  from  stock  options  and  warrants  (see  Note  C)  because  they  are
antidilutive.

NOTE  E  -  LITIGATION

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


                                       -7-

<PAGE>

                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001

NOTE  E  -  LITIGATION  (CONTINUED)

The  Company  is  involved  in  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 the next two years.  At June 30, 2001,
$125,000  remained  unpaid.

2.     ENS  ENGINEERING  VS  AMPLIDYNE,  INC.
       --------------------------------------
The  Company  is  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
June 30, 2001.  The Company has not received any required documents and releases
from  ENS.

3.     CLASS  ACTION  LITIGATION
       -------------------------
The  Company  was  served  with several class action complaints on behalf of all
purchasers  of the Company's common stock and warrants between September 9, 1999
and September 14, 1999.  By orders of the District Court for the District of New
Jersey,  the  actions  were consolidated and lead plaintiffs were appointed.  In
connection  with this matter, on or about March 24, 2000, the Company was served
with  a  consolidated  and  amended  class  action  complaint  on  behalf of all
purchasers  of the Company's common stock and warrants between September 9, 1999
and  September  17,  1999.  That  complaint  alleges  that the Company and other
individuals  violated  the  federal  securities laws by, among other things, the
issuance of a press release on September 9, 1999.  Although the Company believes
that the complaint has no merit and has vigorously contested it, the Company and
the other parties to the class action reached a settlement on May 2, 2001, which
is  subject to the approval of the Court.  Pursuant to the settlement agreement,
a settlement fund consisting of $750,000 in cash ($50,000 of which shall be paid
directly  by the Company) has been established for the benefit of members of the
class.  In  addition,  the Company will issue 324,486 shares of its common stock
(which has been valued at $500,000) on behalf of the class members.  The Company
has  recorded  an  estimate of the cost of the litigation, including a credit to
Additional  Paid-In Capital for the estimated value of the settlement that could
be  settled  by  the  issuance  of  common  stock.


                                       -8-

<PAGE>

                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001

NOTE  F  -  LIQUIDITY

The  Company has incurred a loss of $1,392,692 for the six months ended June 30,
2001.  The  Company  funded  operations  during  this  period primarily from the
proceeds  from  privately  placed  common stock and exercise of warrants  and
options  during  the  fiscal  year  ended December 31, 2000.  The Company
has  also  historically  funded  certain  operating  expenses  through
borrowings  (in  the form of deferring salaries and cash advances) from officers
and  principal  shareholders.  The  Company  has in the past issued its stock in
lieu  of  cash payments for compensation, sales commissions and consulting fees,
wherever  possible.

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

-     Increasing  sales of its high speed internet connectivity products through
      both  individual  customers and strategic alliances, which are
      expected to yield higher  profit  margins;

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

-     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;

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

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

-     Funding  operations in 2001 with the remaining cash that was received from
      the  2000  and  2001  private  placements,  possible  additional  2001
      private placements,  and  the  deferral  of  payments  of officers'
      salaries, as needed;

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

-     Reducing  overhead  costs  and  general  expenditures  if  necessary.


                                      -9-

<PAGE>





                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001

NOTE  G  -  SEGMENT  INFORMATION

The  Company operates in two segments, amplifier and equipment to serve the high
speed  wireless  internet  business.  The  Company does not measure its business
activities  by  segment,  except  as  follows:


                                   Six Months Ended June 30,

                                                              Year  Ended
 Sales:                                 2001        2000     December 31, 2000
                                        ----        ----     -----------------
 Amplifiers                      $  1,003,177   $ 1,173,478    $  2,139,590
 Internet Business                    171,443       254,598         455,500
                                   ----------     ----------     ----------

                                  $  1,174,620  $ 1,428,076    $  2,595,090
                                     =========    =========       =========


                                                   June 30,    December 31,
Inventory:                                          2001          2000
                                                    ----          ----
Amplifiers                                      $   554,202     $  439,953
Internet Business                                   321,265        158,000
                                                 ----------     ----------

                                                $  875,467      $  597,953
                                                 ==========      ==========

NOTE  H  -  RECENT  ACCOUNTING  PRONOUNCEMENTS

On  July  20,  2001,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial Accounting Standards (SFAS) 141, Business Combinations,
and  SFAS  142,  Goodwill  and Intangible Assets.  SFAS 141 is effective for all
business  combinations completed after June 30, 2001.  SFAS 142 is effective for
fiscal  years  beginning after December 15, 2001; however, certain provisions of
this  Statement  apply  to goodwill and other intangible assets acquired between
July  1, 2001 and the effective date of SFAS 142. Major provisions of these
Statements  and  their  effective  dates  for  the  Company  are  as  follows:

-     all  business  combinations  initiated  after  June  30, 2001 must use the
purchase  method of accounting.  The pooling of interest method of accounting is
prohibited  except  for  transactions  initiated  before  July  1,  2001.



                                      -10-

<PAGE>
                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001

NOTE  H  -  RECENT  ACCOUNTING  PRONOUNCEMENTS  (CONTINUED)

-     intangible  assets  acquired  in  a  business combination must be recorded
separately from goodwill if they arise from contractual or other legal rights or
are  separable  from the acquired entity and can be sold, transferred, licensed,
rented or exchanged, either individually or as part of a related contract, asset
or  liability

-     goodwill,  as  well  as  intangible assets with indefinite lives, acquired
after  June 30, 2001, will not be amortized.  Effective January 1, 2002, all
previously recognized  goodwill  and intangible assets with indefinite lives
will no longer be  subject  to  amortization.

-     effective January 1, 2002, goodwill  and  intangible assets with
indefinite lives will be tested  for  impairment  annually  and whenever there
is an impairment indicator

-     all  acquired goodwill must be assigned to reporting units for purposes of
impairment  testing  and  segment  reporting.

Although  it is still reviewing the provisions of these Statements, management's
preliminary  assessment is that these Statements will not have a material impact
on  the  Company's  financial  position  or  results  of  operations.



                                      -11-

<PAGE>

                         PART I - FINANCIAL INFORMATION

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

RESULTS  OF  OPERATIONS

RESULTS  OF OPERATIONS-THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS
ENDED  JUNE  30,  2000

Net  sales  for  the  three month period ended June 30, 2001 were $707,314 while
sales  for the three months ended June 30, 2000 were $529,008.  The 2001 quarter
reflected  higher  amplifier  deliveries  to  Airspan  Communications and Harris
Corporation.  The  Company  is  continuing  to  investigate  revenue-sharing
opportunities  and  long-term  OEM  relations  with  ISP's and in other markets,
however such relationships take a substantial amount of time to develop and have
been negatively affected by economic declines in the telecommunications industry
globally.

Gross  profit for the three months ended June 30, 2001 amounted to $341,180 (48%
of  sales), compared to $19,424 (4% of sales) for the corresponding three months
of  2000.  This  increase in gross margin is principally attributable to higher
gross profits on new wireless internet products and efficiencies gained  in
the  manufacturing  processes.

Selling,  general  and administrative expenses were $472,480 in 2001 compared to
$587,377 in 2000.  The costs were lower because of a decrease in 2001
of advertising and  travel  fees  associated  with  developing  the  wireless
internet provider business during 2000 and due to higher professional fees
during 2000 associated with legal matters.

Research,  engineering,  and development costs were $164,912 in 2001 compared to
$137,272  for  the  first  quarter of 2000.  The costs increased slightly due to
higher  cost of research materials which are required for development of the IMT
2000  amplifier  and  the  new  High  Speed  Wireless  Internet  products.

The interest income for the three months ended June 30, 2001 amounted to $17,083
compared  to  $19,056  for  the  quarter  ending June 30, 2000.  The decrease in
interest income was due to slightly lower cash in the Company's Money Market
accounts during 2001.  These funds were generated from private placements,
and the proceeds from the exercise of warrants during the year 2000.

As  a  result of the foregoing, the Company incurred net losses of ($279,499) or
($.04) per share for the three months ended June 30, 2001 compared to net losses
of  ($686,169)  or  ($.09)  per  share  for  the  same  period  in  2000.

                                      -12-
<PAGE>

RESULTS  OF  OPERATIONS  -  (CONTINUED)

RESULTS  OF  OPERATIONS-SIX  MONTHS  ENDED  JUNE 30, 2001 COMPARED TO SIX MONTHS
ENDED  JUNE  30,  2000.

Net  sales  for  the  six month period ended June 30, 2001 were $1,174,620 while
sales  for  the six months ended June 30, 2000 were $1,428,076.  Sales decreased
due to a decline in the Company's sales of wireless internet products caused in
part  by  delays in our customers receiving financing to deploy their roll-outs,
as  well  as  decrease  in amplifier shipments in the first quarter of 2001.  In
addition,  the  2001  period  reflected continued deliveries of orders to Harris
Corporation  and other large OEM's, and reflected substantially no revenues from
the  Korean  marketplace.

Gross profit for the six months ended June 30, 2001 amounted to $425,306 (36% of
sales),  compared to $258,394 (18% of sales) for the corresponding six months of
2000.  This increase in gross margin is principally attributable to higher gross
profits  on  new  wireless  internet  products  and  efficiencies  gained in the
manufacturing  and assembling of the Company's products, both through larger and
more  consistent  orders  and  the  use  of some automation in the manufacturing
process.

Selling,  general and administrative expenses were $865,910 and $952,686 for the
six  months  ended  June  30,  2001 and 2000, respectively. The decrease costs
reflect reduced consulting fees and professional  fees associated  with legal
matters  which were primarily incurred  during  2000. The decrease is offset
by a slight increase in costs related to personnel and  marketing  efforts
dedicated  to  the new wireless internet products.

Research,  engineering, and development costs increased by $54,352 for the first
six  months  of  2001  from  the  corresponding  six  month period of 2000.  The
increase in R&D expenses was related to increased development and testing of the
new  wireless  internet  products  during  2001.

Equity-based  compensation primarily represents the value of the modification of
warrants  in  2001  and the issuance of shares to an outside consultant in 2000.


The Company has provided the estimated cost of the class action litigation (see
note  E-3) settlement of $550,000 in the quarter ended March 31, 2001 based upon
currently  available  information.


                                      -13-
<PAGE>


RESULTS  OF  OPERATIONS  -  (CONTINUED)

Interest  income  was  $39,967  for the first six months of 2001 compared to the
corresponding period of $30,802. The $9,165 increase is due to additional funds
from  the  private  placement  and  exercise  of  warrants  during  2001.

As  a  result of the foregoing, the Company incurred net losses of $1,392,692 or
(.19) per share for the six months ended June 30, 2001 compared to net losses of
$1,011,058  or  (.14)  per  share  for  the  same  period  in  2000.


LIQUIDITY  AND  CAPITAL  RESOURCES

At  June  30,  2001,  the  Company  had  cash and cash equivalents of $1,378,722
principally  due  to  the  injection  of private placement funds and exercise of
warrants  in  1999, 2000, and 2001.  The Company issued its common stock in lieu
of  cash  payments  for  compensation,  commissions,  and  consulting fees where
possible  during 2000 and 2001.  This trend is expected to continue in the third
and  fourth  quarters  of  2001.

The  Company  believes that the net proceeds of the Company's private placements
in  1999,  2000,  and  2001  will  meet its working capital obligations and fund
further  development  of  its  business for the next twelve months.  The Company
does  not expect the estimated cost of the class action litigation settlement to
have a significant impact on the Company's liquidity.  There can be no assurance
that  any  additional  financing  will be available to the Company on acceptable
terms,  or  at  all.  See  also  Note  F  regarding  liquidity  matters.




                                      -14-

<PAGE>

                           PART II - OTHER INFORMATION

ITEM  2.  CHANGE  IN  SECURITIES

In  June  2001,  the Company issued 390,000 shares of Common Stock, at $1.50 per
share  (resulting  in  gross  proceeds  of  $585,000),  to  accredited investors
pursuant  to Rule 506 of Regulation D of the Securities Act of 1933, as amended.
In  connection  with  such  private  offering, the investors were issued 195,000
warrants  (one  warrant for each two shares purchased), which are exercisable at
$3.00  per share and expire July 31, 2004.  The Company paid commissions to NASD
broker-dealers  in  the  amount  of  $58,500  and  issued to such persons 39,000
warrants,  which  are  exercisable  at $1.80 per share and expire July 31, 2004.















                                      -15-

<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,  2001
                                   By:  /s/  Devendar  S.  Bains
                                        ------------------------
                                   Name:  Devendar S.  Bains
                                   Title: Chief  Executive  Officer,
                                          President,  Treasurer,
                                          Principal  Accounting
                                          Officer  and  Director





                                      -16-
<PAGE>