<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, 2002.


[   ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE SECURITIES AND
EXCHANGE  ACT  OF  1934.

          FOR THE TRANSITION PERIOD FROM ____________ TO _____________


                         Commission File Number 0-21931

                                 AMPLIDYNE, INC.
                                 ---------------
        (Exact name of small business issuer as specified in its charter)

                   DELAWARE                       22-3440510
                  --------                        ----------
    (State  or  other  jurisdiction  of      (I.R.S.  Employer
     incorporation  or  organization)        Identification  No.)


                               59 LaGrange Street
                           Raritan, New Jersey  08869
                           --------------------------
                    (Address of principal executive offices)

                                 (908) 253-6870
                                 --------------
                           (Issuer's telephone number)


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

                                Yes X   No
                                   ---    ---


The number of shares outstanding of the Issuer's Common Stock, $.0001 Par Value,
as  of  October  31,  2002  was  9,676,500.



<PAGE>





                                 AMPLIDYNE, INC.
                                   FORM 10-QSB
                 THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002



                                TABLE OF CONTENTS
                                -----------------


PART  I  -  FINANCIAL  INFORMATION
            ----------------------

Item  1           Financial  Statements  (Unaudited):
                  ---------------------

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

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

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

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

                  Notes  to  Financial  Statements. . . . . . . . . . . . .6-10

Item  2           Management's  Discussion  and  Analysis  of  Financial
                    Condition  and  Results  of  Operations . . . . . . . 11-12

Item  3           Controls  and  Procedures. . . . . . . . . . . . . . . . . 13


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

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

Item  6.  Exhibits  and  Reports  on  Form  8-K. . . . . . . . . . . . . . . 14

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

Certification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Exhibit  99.1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17



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

                             ASSETS
                            -------


                                                          September 30,      December 31,
                                                               2002              2001
                                                          ---------------  --------------
CURRENT ASSETS
<S>                                                            <C>              <C>
   Cash and cash equivalents                               $            -  $      697,940
   Accounts receivable, net of allowance
     for doubtful accounts of $143,000 and $131,104 at
    September 30, 2002 and December 31, 2001,
    respectively                                                  168,502         449,190
   Inventories                                                    904,402       1,181,682
   Loan receivable-officer                                         38,892          55,892

   Prepaid expenses and other                                       4,000          23,464
                                                          ---------------  --------------
               Total current assets                             1,115,796       2,408,168

 PROPERTY AND EQUIPMENT - AT COST
   Machinery and equipment                                        723,663         723,663
   Furniture and fixtures                                          43,750          43,750
   Autos and trucks                                                66,183          66,183
   Leasehold improvements                                           8,141           8,141
                                                          ---------------  --------------
     Total                                                        841,737         841,737
     Less:  Accumulated depreciation and amortization             725,411         687,260
                                                          ---------------  --------------
               Net property and equipment                         116,326         154,477


 OTHER ASSETS
   Security Deposits and other non-current assets                  45,068          52,106
                                                          ---------------  --------------
 TOTAL ASSETS                                              $    1,277,190  $    2,614,751
                                                          ===============  ==============

</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
                                       BALANCE SHEETS

                            LIABILITIES AND STOCKHOLDERS' EQUITY
                           -------------------------------------
<S>                                                                                  <C>               <C>

                                                                               September 30,      December 31,

                                                                                    2002             2001
                                                                               -------------     -------------
 CURRENT  LIABILITIES


      Overdraft                                                                $      13,939     $           -
      Accounts  payable                                                              256,077           121,533
      Accrued  expenses                                                              150,342           131,308
      Current  maturities  of  lease  obligations                                          -             9,271
      Reserve  for  litigation  loss                                                 495,000           180,000
                                                                               -------------     -------------
                          Total  current  liabilities                                915,358           442,112


 COMMITMENTS  AND  CONTINGENCIES

 STOCKHOLDERS'  EQUITY

           Convertible  Preferred  stock  - authorized 100,000
       shares of $.0001 par value;  0  and  55,000  shares  issued
       and outstanding at September 30, 2002 and December 31,
       2001,  respectively (liquidation preference of $550,000
       at December 31, 2001)                                                               -                 6

           Common stock - authorized, 25,000,000 shares of
       $.0001 par value; shares 9,676,500  and 7,892,661 shares
       issued and outstanding at September 30, 2002 and
       December  31,  2001,  respectively.                                               968               790

      Additional  paid-in-capital                                                 22,465,524        21,921,495

      Subscriptions  receivable  -  preferred  stock                                       -          (180,000)

      Accumulated  deficit                                                       (22,104,660)      (19,569,652)
                                                                                ------------     -------------
                           Total stockholders' equity                                361,832         2,172,639
                                                                                ------------     -------------
 TOTAL  LIABILITIES  AND  STOCKHOLDERS'  EQUITY                                 $  1,277,190     $   2,614,751
                                                                                ============     =============


</TABLE>

     The accompanying notes are an integral part of these financial statements


                                      -2-

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


                                                           Three           Three           Nine            Nine
                                                           Months          Months         Months          Months
                                                           Ended           Ended          Ended           Ended
                                                       September 30,    September 30,  September 30,    September 30,

                                                           2002            2001             2002            2001
                                                        ------------    ------------   -------------    -----------
<S>                                                         <C>             <C>             <C>             <C>
Net Sales                                               $    325,584    $    663,899   $   1,082,532    $ 1,838,519
     Cost of goods sold                                      213,226         409,384       1,243,116      1,158,698
                                                        ------------    ------------   -------------    -----------
       Gross margin                                          112,358         254,515        (160,584)       679,821

     Operating expenses
       Selling, general & administrative                     435,058         449,697       1,671,858      1,315,607
       Research, engineering and development                  98,846         138,480         389,804        439,671
       Equity-based compensation charge                            -               -               -        140,000
       Provision for litigation loss - operating                   -               -         315,000              -
                                                        ------------    ------------   -------------    -----------
       Operating loss                                       (421,546)       (333,662)     (2,537,246)    (1,215,457)

     Other non operating income (expenses)
       Interest income                                           118           7,495           3,170         47,462
       Interest expense                                            -          (3,600)           (932)        (4,464)
       Provision for litigation loss - non-operating               -               -               -       (550,000)
                                                        ------------    ------------   -------------    ------------
     NET LOSS                                           $   (421,428)   $   (329,767)  $  (2,535,008)   $ (1,722,459)
                                                        ============    ============   =============    ============

     Net loss per share - basic and diluted             $      (0.04)   $      (0.04)  $       (0.27)   $      (0.23)
                                                        ============    ============   =============    ============
     Weighted average number of shares outstanding         9,676,500       7,883,672       9,224,931      7,609,173
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      -3-
<PAGE>
AMPLIDYNE,  INC.
 STATEMENTS  OF  CASH  FLOWS  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                        Three        Three         Nine          Nine
                                                                        Months       Months       Months         Months
                                                                        Ended         Ended        Ended         Ended
                                                                    September 30, September 30, September 30,  September 30,
                                                                         2002         2001           2002         2001
                                                                    ------------  ------------  ------------   ------------
<S>                                                                      <C>           <C>            <C>            <C>
 Cash flows from operating activities:
Net Loss                                                           $   (421,428)  $  (329,767)  $ (2,535,008)  $ (1,722,459)
   Adjustments to reconcile net loss to net cash used
  in operating activities
         Depreciation and amortization                                   12,717       32,805          38,151         98,415
         Litigation loss                                                      -      (550,000)       315,000              -
         Provision for inventory write-down                                   -             -        233,995              -
         Stock compensation charge                                            -      (140,000)             -              -
         Other costs paid with restricted common stock                  138,799             -        143,000              -
         Changes in assets and liabilities
           Accounts receivable                                          183,926       (55,068)       280,688       (239,104)
           Inventories                                                   25,925      (178,390)        43,285       (455,904)
           Prepaid expenses and other assets                                  -         1,686         19,464         94,671
           Accounts payable and accrued expense                         118,634       130,458        153,578         34,345
                                                                    ------------  ------------  ------------   ------------
                Total adjustments                                       480,001      (758,509)     1,227,161       (467,577)
                                                                    ------------  ------------  ------------   ------------
     Net cash used for operating activities                              58,573    (1,088,276)    (1,307,847)    (2,190,036)
                                                                    ------------  ------------  ------------   ------------

     Cash flows from investing activities:
       Loan receivable officer                                           30,000       (10,222)        17,000        (13,225)

       Change in security deposits                                            -             -          7,038              -
       Purchase of property and equipment                                     -          (485)             -         (2,845)

                                                                    ------------  ------------  ------------    -----------
     Net cash used for investing activities                              30,000       (10,707)        24,038        (16,070)
                                                                    ------------  ------------  ------------    -----------

     Cash flows from financing activities:
       Payment of lease obligations                                           -        (3,061)        (9,271)        (9,858)
       Subscriptions receivable preferred stock - net                         -             -        180,000              -
         options and warrants, net of costs                            (138,799)      871,490        401,201      1,397,990
                                                                    ------------  ------------  ------------    -----------
     Net cash provided by financing activities                        (138,799)      868,429         571,930      1,388,132
                                                                    ------------  ------------  ------------    -----------
           NET INCREASE (DECREASE) IN CASH                             (50,226)     (230,554)       (711,879)      (817,974)

     Cash at beginning of period                                        36,287     1,378,722         697,940      1,966,142
                                                                    ------------  ------------  ------------    -----------
     Cash (overdraft) and cash equivalents at end of period         $  (13,939)   $1,148,168    $   (13,939)    $ 1,148,168
                                                                    ============  ============  ============    ===========

     Supplemental disclosures of cash flow information
       Cash paid for:  Interest                                     $        -    $        -    $       932     $       864
                       Income taxes                                          -             -              -               -


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


                                      -4-
<PAGE>

   AMPLIDYNE,  INC.
   STATEMENT  OF  CHANGES  IN  STOCKHOLDER'S  EQUITY
   FOR  THE  YEAR  ENDED  DECEMBER  31,  2001
   AND  NINE  MONTHS  ENDED  SEPTEMBER  30,  2002

<TABLE>
<CAPTION>

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

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


   Balance at Dec. 31, 2001                                      55,000                6       7,892,661          790

   Net loss for the nine months ended September 30, 2002

   Collection of subscription receivable
   Conversion of preferred stock to common stock                (55,000)              (6)        701,194           70
   Issuance of common stock in settlement of
     class action                                                                                324,486           32
   Issuance of restricted common stock
     in lieu of expenses                                                                           8,159            1
   Issuance of common stock, net of cost                                                         750,000           75
                                                          --------------  ---------------  --------------  ----------


     Balance at September 30, 2002                                    -   $            -       9,676,500   $      968
                                                           ============== ================  =============  ==========

                                                            Additional
                                                             Paid-in       Accumulated     Subscriptions
                                                             Capital         Deficit         Receivable       Total
                                                          --------------  ---------------   --------------  ----------

   Balance at December 31, 2000                           $  20,212,154   $  (17,544,770)  $           -   $      747

   Net loss for the year ended December 31, 2001                              (2,024,882)                           -
   Cost of litigation to be settled by
     the issuance of common stock                               500,000                                             -
   Financing cost associated with warrants
     extended and shares issued                                 140,000                                             -
   Issuance of common stock, net of costs                       559,708                                            42
   Issuance of preferred stock net of costs                     494,994                         (180,000)           6
   Issuance of common stock for services
     rendered by third party                                     14,639                                             1
                                                          --------------  ---------------   --------------  ----------

   Balance at Dec. 31, 2001                                  21,921,495      (19,569,652)       (180,000)         796

   Net loss for the nine months ended September 30, 2002                      (2,535,008)                           -

   Collection of subscription receivable                                                         180,000            -
   Conversion of preferred stock to common stock                    (64)                                           64
   Issuance of common stock in settlement of
     class action                                                   (32)                                           32
   Issuance of restricted common stock
     in lieu of expenses                                          4,200                                             1
   Issuance of common stock, net of cost                        539,925                                            75
                                                          --------------  ---------------   --------------  ----------

     Balance at September 30, 2002                        $  22,465,524   $  (22,104,660)   $          -    $     968
                                                          ==============  ===============   ==============  ===========

</TABLE>

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



                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

NOTE  A  -  ADJUSTMENTS
-----------------------

In  the  opinion  of  management,  all  adjustments,  consisting  only of normal
recurring  adjustments  necessary  for  a  fair  statement  of  (a)  results  of
operations  for  the  three  and nine month periods ended September 30, 2002 and
September  30,  2001,  (b) the financial position at September 30, 2002, (c) the
statements  of  cash  flows for the three and nine month periods ended September
30,  2002  and  September 30, 2001, and  (d) the changes in stockholders' equity
for  the  nine month period ended September 30, 2002 have been made. The results
of  operations  for the nine months ended September 30, 2002 are not necessarily
indicative  of  the  results  to  be  expected  for  the  full  year.

NOTE  B  -  UNAUDITED  INTERIM  FINANCIAL  INFORMATION
------------------------------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly,  they  do not include all the information and footnotes required by
generally  accepted accounting principles for financial statements.  For further
information, refer to the audited financial statements and notes thereto for the
year  ended  December 31, 2001, included in the Company's Form 10-KSB filed with
the  Securities  and  Exchange  Commission  on  April  15,  2002.

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 G, the Company incurred losses of $2,535,008 for the
nine-month  period  ended  September 30, 2002, has no cash reserves and has seen
its working capital deteriorate by $1,765,619 to $200,437 since the beginning of
the  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 G, 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.

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

At  September  30, 2002, the following 1,337,500 warrants, remained outstanding:

     67,500  exercisable  at  $2.50  through  December  31,  2002,  (2)  20,000
     exercisable  at  $1.00  through  May  2010, (3) 20,000 exercisable at $7.00
     through  December  2004,  (4)  30,000 exercisable at $6.00 through November
     2004,  (5)  50,000  exercisable  at $2.00 through December 2004, (6) 50,000
     exercisable  at  $4.00  through  December  2004, (7) 141,000 exercisable at
     $1.75  (16,000  of  which  expire December 2004 and 125,000 of which expire
     December  2002), (8) 41,500 exercisable at $1.80 through July 31, 2004, (9)
     207,500 exercisable at $3.00 through July 31, 2004, (10) 55,000 exercisable
     at  $1.20  through  September  30,  2004, (11) 100,000 exercisable at $3.00
     through  November  30,  2002,  (12)  100,000  exercisable  at $5.00 through
     November  30,  2002, (13) 300,000 exercisable at $2.00 through December 31,
     2005,  (14)  75,000 exercisable at $.96 through March 2007, and (15) 80,000
     shares  exercisable  at  $1.50  through  December  2004.
                                       -6-
<PAGE>

                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

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

At  September  30,  2002,  the Company had employee stock options outstanding to
acquire  2,001,000 shares of common stock at exercise prices of  $1.04 to $4.00.

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

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

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

During  the  second quarter ended June 30, 2002, the Company issued 8,159 shares
of  common  stock  to  a  customer  in  lieu  of  cash.


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
                               SEPTEMBER 30, 2002


The  Company  is  a  party  to  the  following  matters:

1.  AIRNET  COMMUNICATIONS  CORPORATION  VS  AMPLIDYNE,  INC.

AirNet  filed  a  complaint  in  the  Circuit  Court  of the Eighteenth Judicial
District  of  the  State  of  Florida  on  January  23,  1997 alleging breach of
contract.  During  2000,  the Company settled with AirNet at a cost of $175,000;
$25,000  is  to  be  paid  quarterly  over two years. $95,000 remained unpaid at
September  30,  2002.

2.  ENS  ENGINEERING  VS  AMPLIDYNE,  INC.

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

3.  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 has
filed  a  motion  in the Law Division for a new trial, which was denied, and has
given  notice of appeal of the verdict and judgment to the Superior Court of New
Jersey,  Appellate  Division.  The  Company,  in its appeal, will argue that the
verdict  was against the weight of the evidence and that the Court made a number
of  errors of law in the conduct of the trial. Although the Company is confident
in  its  position,  it  cannot  predict the outcome on appeal. The Company is in
settlement  negotiations  before  the  Superior  Court  of New Jersey, Appellate
Division.  Although  a  tentative  settlement  has been reached, there can be no
assurance this matter will be settled on terms favorable to the Company. Failure
by  the  Company  to either settle this matter or have a successful appeal, will
have  a  material  adverse  effect  on  the  Company's  financial  position  and
prospects.


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

On  May  30,  2002,  the  Company  sued  defendants in the Superior Court of New
Jersey, Law Division, Sommerset 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  false
misrepresentations.  On  July  10,  2002,  the matter was removed to the federal
bankruptcy court for 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. 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.





                                       -8-
<PAGE>
                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


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

In January 2002, the Company entered into an agreement to acquire certain assets
of  Darwin  Networks,  Inc.  ("Darwin")  for $175,000 plus additional contingent
payments  not  to  exceed $340,000. Darwin was in the business of installing and
maintaining  high-speed  Internet  structures  for  hotels  and  residential
properties.  The assets acquired included equipment not yet installed as well as
completed  installations in a specified number of hotel properties.  Pursuant to
the  agreement,  the  Company has the sole and exclusive right (through July 31,
2002,  verbally extended through October 31, 2002) to contact and negotiate with
each  property  to  either  activate  or remove the equipment. After a specified
number  of  locations  are  successfully  negotiated  (which  are covered in the
initial  purchase  price)  the  Company  may  continue  to  contact  additional
properties  and  must  pay a specified sum for each successful negotiation up to
the  $340,000  maximum.  As  of  November 14, 2002, the Company has successfully
negotiated  and  closed  11  properties and has incurred no liability to pay any
additional  sums  under  the  contract.  In  accordance  with  the  terms of the
agreement,  the  Company may continue to negotiate with additional properties up
to  the  limit  specified,  but  may  not  add  additional  properties after the
expiration  date.

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

The  Company  has  incurred  losses  of  $(2,535,008)  for the nine months ended
September  30,  2002.  Additionally,  working  capital declined by $1,765.619 to
$200,437 at September 30, 2002 from $1,966,056 at December 31, 2001. The Company
funded  operations during this period primarily from the proceeds from privately
placed  common  and  preferred  stock. Historically, the Company has also funded
certain operating expenses through borrowings (in the form of deferring salaries
and  cash advances) from officers and principal shareholders. The Company has in
the  past  issued  its  stock  in  lieu of cash payments for compensation, sales
commissions  and  consulting  fees,  wherever  possible.

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

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

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

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

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

     Obtaining financing through private placements, if possible;

     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.


                                       -9-
<PAGE>
                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


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

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


                         Nine  Months  Ended  September  30,
                        ------------------------------------    Year  Ended
                                                             December  31,  2001
                                                             -------------------
Sales-external                         2002            2001
--------------                         ----            ----

Amplifier                          $  559,643     $1,564,512     $   1,901,702

Internet
business  and
broadband  solutions                  522,889        274,007           303,727
                                   ----------     ------------   -------------
                                   $1,082,532     $1,838,519     $   2,205,429
                                   ==========     ============   =============

                                                  September 30,      December
                                                  -------------  -------------
                                                       2002         31, 2001
Inventory                                             -------      ---------
---------
 Amplifier                                       $     313,575   $    802,964


 Internet
business and
broadband solutions                                   590,827         378,718
                                                --------------    -------------

     Total                                      $     906,402     $   1,181,682
                                                ==============    =============




NOTE  I  -  SUBESEQUENT  EVENT

Between  October  1,  2002  and  November  13, 2002, the Chief Executive Officer
loaned  $90,000  to  the  Company.













                                      -10-


<PAGE>
                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


                         PART I - FINANCIAL INFORMATION

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

RESULTS  OF  OPERATIONS

RESULTS  OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE
MONTHS  ENDED  SEPTEMBER  30,  2001.

Net  sales  for  the  three  month period ended September 30, 2002 were $325,584
while  net  sales  for  the  three  month  period  ended September 30, 2001 were
$663,899.  Sales  decreased mainly due to the general business conditions of the
telecommunications  industry.

Sales  of  amplifiers  were  approximately  47%  of  total  sales.  The  Ampwave
high-speed  wireless  Internet  products  and  broadband solutions accounted for
approximately  53%  of  total  sales.

Gross  margin  for  the  three  months  ended  September  30,  2002  amounted to
$112,538(35%  of sales) compared to $254,515 (38% of sales) for the three months
ended  September  30,  2001.  The  decline  in  gross  margin  was  principally
attributable  to  pricing  pressures  caused  by  business  conditions  in  the
telecommunications industry. Gross margin decreased from the year ended December
31, 2001 because of lower amplifier sales resulting in higher fixed direct costs
and  lower  margins  for  the  high-speed  wireless  Internet  products.

Selling,  general and administrative expenses were $435,058 and $449,697 for the
three  months  ended September 30, 2002 and 2001, respectively.  The decrease of
$14,639  (3%)  is  mainly  due  to:  an  increase  in bad debts of approximately
$228,000  offset  by substantial staff reductions and reductions in professional
fees.

Research,  engineering,  and  development  costs  declined substantially for the
three  months  ended  September  30, 2002 ($98,846) from the corresponding three
month  period  of  2001  ($138,480)  with  the decrease of approximately $40,000
principally  related  to  staff  cutbacks.

The  interest  income  decreased  for  the three months ended September 30, 2002
($118)  compared  to  $7,495  for  the  corresponding  period  of  2001.  The
decrease  is  due  to a reduction of funds available for  short term investment.

As  a  result of the foregoing, the Company incurred net losses of ($421,428) or
($.04)  per share  and ($329,767) or ($.04) per share for the three months ended
September  30,  2002  and  2001,  respectively.


RESULTS  OF  OPERATIONS  -  NINE  MONTHS  ENDED  SEPTEMBER  30, 2002 COMPARED TO
NINE  MONTHS  ENDED  SEPTEMBER  30,  2001.

Net  sales  for  the  nine month period ended September 30, 2002 were $1,082,532
while  sales  for  the  nine  months  ended  September 30, 2000 were $1,838,529.
Sales  decreased  due  to a decline in the Company's sales of cellular amplifier
equipment  caused  mainly  by  the  general  business  conditions  of  the
telecommunications  industry.



                                      -11-

<PAGE>
                                 AMPLIDYNE, INC.
                               SEPTEMBER 30, 2002


Gross  margin for the nine months ended September 30, 2002 amounted to a loss of
($160,584),  including  an  inventory  write-down  of $233,995 (a loss of 15% of
sales),  compared  to $679,821 gross profit (37% of sales) for the corresponding
nine  months  of 2001.  Excluding the inventory write-down, the gross margin for
the nine months ended June 30, 2002 was $73,411 or 6.8% of sales. The decline in
gross  margin  was  principally  attributable  to  pricing  pressures  caused by
business  conditions  in the telecommunications industry. Gross margin decreased
from the year ended December 31, 2001 because of lower amplifier sales resulting
in  higher  fixed  direct  costs  and  lower margins for the high-speed wireless
Internet  products.

Selling,  general and administrative expenses were $1,671,858 and $1,315,607 for
the nine months  ended  September 30,  2002 and 2001, respectively. The increase
of  $356,251  (27%)  is mainly due to: an increase in bad debts of approximately
$324,000  with  year  to  date  increases  in  certain expenses prior to the 3rd
quarter,  offset  by  staffing cutbacks and other overhead reductions in the 3rd
quarter.

Research, engineering, and development costs declined for the nine months  ended
September 30, 2002 ($389,804) from the corresponding nine month period  of  2001
($439,671)  with  the  decrease  of approximately $51,000 principally related to
staff  cutbacks.

Equity-based  compensation primarily represents the value of the modification of
warrants  in  2001.

The  Company  has provided for the cost of the lawsuit by High Gain Antenna Co.,
Ltd.  of Korea (see note E-3) jury verdict of $400,000 in the quarter ended June
30,  2002.

As  a  result  of the foregoing, the Company incurred net losses of ($2,535,008)
or  ($.27)  per  share  and ($1,722,549) or ($.23) per share for the nine months
ended  September  30,  2002  and  2001,  respectively.


LIQUIDITY  AND  CAPITAL  RESOURCES

At  September  30, 2002, the Company had no cash or cash equivalents and working
capital  has  declined  to  $200,437  from  $1,966,056  at  December 31, 2001, a
decrease  of  $1,765,619.  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.


The  Company  needs to obtain additional financing through private placements in
order  meet  its working capital obligations and fund further development of its
business.  There  can  be  no  assurance  that  any additional financing will be
available  to  the  Company  on  acceptable  terms,  or at all.  See also Note G
regarding  liquidity  matters.

In  connection  with  the  complaint  brought  by High Gain Antenna Co., Ltd. of
Korea,  failure  by  the  Company  to favorably settle with the plaintiff for an
amount  substantially  lower than the jury verdict judgment will have a material
adverse  effect on the Company's financial position and prospects.  See Part I -
Note  E  3.



                                      -12-

<PAGE>


                                 AMPLIDYNE, INC.
                               SEPTEMBER 30, 2002

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.








                                      -13-
<PAGE>

                                 AMPLIDYNE, INC.
                               SEPTEMBER 30, 2002



PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

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



ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K


(b)   The  Registrant  filed  a  Current  Report  of  Form 8-K on July 17, 2002,
disclosing  the  resignation  of  Michael  Lawrence,  the  Registrant's  former
President  and  Chief  Operating  Officer.







                                      -14-

<PAGE>


                                   SIGNATURES
                                   ----------


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


                                                   AMPLIDYNE,  INC.


Dated:  November  18,  2002
                                                   By:  /s/  Devendar  S.  Bains
                                                        ------------------------
                                                   Name:  Devendar S.  Bains
                                                   Title: Chief Executive
                                                   Officer, Treasurer,
                                                   Principal  Accounting
                                                   Officer  and  Director





                                      -15-



<PAGE>
   CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER
                   PURSUANT TO 18 U.S.C 1350, AS ADOPTED, AND
        THE REQUIREMENTS OF SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

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

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;  and

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

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

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

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

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

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

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

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

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



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

November  18,  2002


                                      -16-

<PAGE>