<PAGE>

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


[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 October 31, 2003 was 10,376,500.


<PAGE>
                                 AMPLIDYNE, INC.
                                   FORM 10-QSB
                      NINE MONTHS ENDED SEPTEMBER 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
                                                                                         September 30    December 31
                                                                                             2003            2002
                                                                                         ------------    -----------
<S>                                                                                       <C>            <C>

CURRENT ASSETS
         Cash and cash equivalents                                                        $     8,451    $      --
         Accounts receivable, net of allowance for doubtful accounts of
           $186,000 and  $143,000 in 2003 and 2002, respectively                              232,236        440,506
         Inventories                                                                          952,266        926,713
         Loan receivable - officer                                                               --             --
         Prepaid expenses and other                                                            26,704         24,616
                                                                                          -----------    -----------

                  Total current assets                                                      1,219,657      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                                      (782,833)      (760,633)
                                                                                          -----------    -----------
                                                                                               60,870         83,070
                                                                                          -----------    -----------

SECURITY DEPOSITS AND OTHER NON-CURRENT ASSETS                                                 33,982         45,068
                                                                                          -----------    -----------

                  TOTAL ASSETS                                                            $ 1,314,509    $ 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
                                                                                         September 30      December 31,
                                                                                             2003              2002
                                                                                      -------------------- -------------
<S>                                                                                     <C>             <C>
CURRENT LIABILITIES
         Overdraft                                                                      $        --     $      11,939
         Current maturities of lease obligations                                                 --             2,041
         Accounts payable                                                                     410,506         410,445
         Accrued expenses                                                                     193,142         155,027
         Accrued settlement of litigation                                                     195,000         295,000
         Loans payable - officers                                                             314,190          99,308
                                                                                        -------------   -------------
                  Total current liabilities                                                 1,112,838         973,760

Convertible notes payable                                                                      20,000            --
                                                                                        -------------   -------------
                  TOTAL LIABILITIES                                                         1,132,838         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
             September 30, 2003 and December 31,
              2002, respectively                                                                1,038             968
         Additional paid-in capital                                                        22,494,854      22,494,924
         Accumulated deficit                                                              (22,314,221)    (21,949,679)
                                                                                        -------------   -------------
                                                                                              181,671         546,213
                                                                                        -------------   -------------

                                                                                        $   1,314,509   $   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 NINE MONTHS ENDED SEPTEMBER 30

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED             NINE MONTHS ENDED
                                                             SEPTEMBER 30                   SEPTEMBER 30
                                                         2003            2002           2003            2002
                                                    ------------    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>             <C>
Net sales                                           $    356,834         325,584    $  1,230,344    $  1,082,532
Cost of goods sold                                       183,730         213,226         741,512       1,243,116
                                                    ------------    ------------    ------------    ------------

                        Gross profit                     173,104         112,358         488,832        (160,584)

Operating expenses
            Selling, general and administrative          154,309         435,058         565,050       1,671,858
            Research, engineering and development         93,114          98,846         287,629         389,804
            Litigation settlement costs                     --              --              --           315,000
                                                    ------------    ------------    ------------    ------------

                        Operating loss                   (74,319)       (421,546)       (363,847)     (2,537,246)

Nonoperating income (expenses)
            Interest income and other income                --               118               3           3,170
            Interest expense                                --              --              --              (932)
                                                    ------------    ------------    ------------    ------------

                        Loss before income taxes         (74,319)       (421,428)       (363,844)     (2,535,008)

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

                        NET LOSS                    $    (74,319)   $   (421,428)   $   (364,542)   $ (2,535,008)
                                                    ============    ============    ============    ============

Net loss per share - basic and diluted              $      (0.01)   $      (0.04)   $      (0.04)   $      (0.27)
                                                    ============    ============    ============    ============

Weighted average number of shares outstanding         10,376,500       9,675,500      10,259,666       9,224,931
                                                    ============    ============    ============    ============
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       -3-
<PAGE>

                                 AMPLIDYNE, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                         NINE MONTHS ENDED SEPTEMBER 30

<TABLE>
<CAPTION>
                                                                                  Nine Months Ended
                                                                                    September 30
                                                                                  2003          2002
                                                                             -------------  -------------
<S>                                                                          <C>            <C>
Cash flows from operating activities:
Net Loss                                                                     $    (364,542) $  (2,535,008)
                                                                             -------------  -------------
Adjustments to reconcile net loss to net cash used in operating activities
                  Depreciation and amortization                                     22,200         38,151
                  Bad debt expense                                                  74,702           --
                  Litigation loss                                                     --          315,000
                  Provision for inventory write-down                                  --          233,995
                  Deferred officer compensation                                     51,416           --
                  Other costs paid with restricted common stock                       --          143,000
                  Changes in assets and liabilities
                           Accounts receivable                                     133,568        280,688
                           Inventories                                             (25,553)        43,285
                           Prepaid expenses and other assets                        (2,088)        19,464
                           Customer advances                                          --             --
                           Accounts payable and accrued expense                    (61,824)       153,578
                                                                             -------------  -------------
                                    Total adjustments                              192,421      1,227,161
                                                                             -------------  -------------
                   Net cash provided (used) for operating activities              (172,121)    (1,307,847)
                                                                             -------------  -------------

Cash flows from investing activities:
         Officer loans                                                                --           17,000
         Change in security deposits                                                11,086          7,038
                                                                             -------------  -------------
                  Net cash provided by (used for) investing activities              11,086         24,038
                                                                             -------------  -------------

Cash flows from financing activities:
         Payment of lease obligations                                               (2,041)        (9,271)
         Officer loans                                                             163,466           --
         Proceeds from convertible promissory note                                  20,000           --
         Proceeds from sale of common stock, net of costs                             --          401,201
         Subscriptions receivable preferred stock - net                               --          180,000
                                                                             -------------  -------------
                  Net cash provided by financing activities                        181,425        571,930
                                                                             -------------  -------------

                  NET INCREASE (DECREASE) IN CASH                                   20,390       (711,879)

Cash (overdraft) and cash equivalents beginning of period                          (11,939)       697,940
                                                                             -------------  -------------

Cash (overdraft) and cash equivalents at end of period                       $       8,451  $     (13,939)
                                                                             =============  =============

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 NINE MONTHS ENDED SEPTEMBER 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 nine months ended September 30, 2003
Issuance of  common stock in connection with litigation settlement                                      700,000            70
                                                                        ------------   ------------   ---------   -----------

BALANCE AT SEPTEMBER 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 nine months ended September 30, 2003                                      (364,542)                 (364,542)
Issuance of common stock in connection with litigation settlement                (70)                                    --
                                                                        ------------   ------------   ---------   -----------

BALANCE AT SEPTEMBER 30, 2003                                           $ 22,494,854   $(22,314,221)  $    --     $   181,671
                                                                        ============   ============   =========   ===========
</TABLE>

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


<PAGE>



                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 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 September 30, 2003 and 2002
(b) the  financial  position at September  30, 2003 (c) the  statements  of cash
flows for the six and three month period ended September 30, 2003 and 2002 , and
(d) the  changes  in  stockholders'  equity  for the three  month  period  ended
September 30, 2003 have been made.  The results of operations  for the three and
six months  ended  September  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
$364,542 for the nine months ended  September 30, 2003, has no cash and has seen
its working  capital  decline by $311,256 to $106,819 since the beginning of the
fiscal  year.  Current  liabilities  exceed  cash and  receivables  by  $872,151
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
                               SEPTEMBER 30, 2003

NOTE  C  -  STOCKHOLDERS' EQUITY

         At  September  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  September  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
                               SEPTEMBER 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
September 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
                               SEPTEMBER 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 judgment
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  judgment
after  crediting  $105,000  for the agreed  value of the shares  issued plus any
payments made pursuant to the settlement.  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 $364,542 and $2,535,008 for the
nine months ended September 30, 2003 and 2002, respectively.

         With  little  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
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

                                      -9-
<PAGE>

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

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  September  30,  2003,  the  Company  owes  $252,440 to the Chief
Executive  Officer for loans and unpaid  salaries.  During the nine months ended
September 30, 2003, the Chief Executive Officer advanced $249,466 to the Company
and was repaid $87,000. During the nine months ended September 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 and were  completed in the
third quarter. No balance remains as of September 30, 2003


                                      -10-
<PAGE>

                                 AMPLIDYNE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 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:



                             Nine Months    Nine Months
                               Ended           Ended       Year Ended
                            September 30   September 30    December 31,
                                 2003          2002            2002
                            -------------  -------------  -------------
Sales - external
         Amplifier          $   1,013,262  $     559,643  $     992,361
         Internet business        217,082        522,889        621,371
                            -------------  -------------  -------------
                            $   1,230,344  $   1,082,532  $   1,613,732
                            =============  =============  =============
Inventory
         Amplifier          $     454,946  $     313,575        441,654
         Internet business        497,320        590,827        485,059
                            -------------  -------------  -------------
                            $     952,266  $     904,402  $     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  SEPTEMBER  30, 2003 COMPARED TO
--------------------------------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30, 2002.
--------------------------------------

Revenues for the three months ended September 30, 2003 increased by $31,250 from
$325,584 to $356,834,  or 10% compared to the three months ended  September  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  September  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  84.4% of
total sales  compared  to 47% of total sales for the same period last year.  The
Ampwave high speed wireless Internet products and broadband  solutions accounted
for approximately 15.6% of total sales,  against 53% 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  $183,730  or 51% of sales  compared  to 65%  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  September 30, 2003 amounted to $173,104
(48%) compared to $112,358 (34%),  for the same period ended September 30, 2002.
The  improvement  in gross  margin was  principally  due to improved  production
efficiency  from  staff  reductions  over the past 4  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 $280,749 to $154,309 from $435,058, in 2002.
Expressed as a percentage  of sales,  the  selling,  general and  administrative
expenses  (excluding stock based compensation) were 13% in 2003 and 40% 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  September
30, 2003, we continued to maintain the lower  staffing and overhead  levels that
we instituted in 2002.

Research,  engineering  and  development  expenses were 26% of net sales for the
three months ended September 30, 2003 compared to 30% 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 staff on customer specific projects.



                                      -12-
<PAGE>
                                 AMPLIDYNE, INC.


The Company had interest income and other income in the third quarter of 2002 of
$118  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 largely depleted.

As a result of the  foregoing,  the  Company  incurred  net losses of $74,319 or
$0.01 per share for the  quarter  ended  September  30, 2003  compared  with net
losses of $421,428 or $0.04 per share for the same quarter in 2002.

RESULTS OF  OPERATIONS - THE NINE MONTHS ENDED  SEPTEMBER  30, 2003  COMPARED TO
--------------------------------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, 2002.
-------------------------------------

Revenues for the nine months ended September 30, 2003 increased by $147,812 from
$1,082,532 to $1,230,344, or 14% compared to the nine months ended September 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 nine months ended September 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  $741,512 or 60% of sales  compared to  $1,243,116  or 115% 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 19% 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 4 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 $1,106,808 to $565,050 from  $1,671,858,  in
2002.   Expressed  as  a  percentage   of  sales,   the  selling,   general  and
administrative  expenses  (excluding stock based  compensation) were 46% in 2003
and 154% 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  September  30, 2003,  we  continued  to maintain  the lower  staffing and
overhead levels that we instituted in 2002.

Research,  engineering  and  development  expenses were 23% of net sales for the
nine months ended  September 30, 2003 compared to 36% 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 staff on customer specific projects.



                                      -13-
<PAGE>

                                 AMPLIDYNE, INC.


The Company had interest income and other income in 2002 of $3,170 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 largely depleted.

As a result of the  foregoing,  the Company  incurred  net losses of $364,542 or
$0.04 per share for the nine months ended  September  30, 2003 compared with net
losses of $2,535,008 or $0.27 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 September 30, 2003 we had an accumulated
deficit of $22,314,221.  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  September  30,  2003,  our  current  liabilities  exceeded  our  cash and
receivables  by $872,151.  Our current ratio was 1.10 to 1.00,  but our ratio of
accounts receivable to current liabilities was only 0.22 to 1.00. This indicates
that we will have  difficulty  meeting our  obligations as they come due. We are
carrying $952,266 in inventory,  of which $693,418  represents  component parts.
Based on year to date usage, we are carrying 675 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  September  30,  2003,  we had cash of $8,451  compared to an overdraft of
$11,939 at December 31, 2002.  Overall our cash and cash  equivalents  increased
$20,390 during 2003. Our cash used for operating  actives was $172,121 This year
we   received   loans   of   $249,466   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  (44% of accounts
receivable  of  $418,236)  in 2003.  Additionally,  we reserved an  aggregate of
$31,702  against  leases  that  appear  to  be  uncollectible.  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 increased by $25,553 to $952,266 in 2003 compared to $926,713 at
December 31, 2002, a decrease of 3%.

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 little  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:  November 18, 2003                    By:      /s/ Devendar S. Bains
                                                      ------------------------
                                             Name:    Devendar S. Bains
                                             Title:   Chief Executive Officer,
                                                      Treasurer,
                                                      Principal Accounting
                                                      Officer and Director



                                      -17-