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 MARCH 31, 1999.


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

          FOR THE TRANSITION PERIOD FROM ____________ TO _____________


                         Commission File Number 0-21931

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

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

                                144 Belmont Drive
                           Somerset, New Jersey 08873
                           --------------------------
                    (Address of principal executive offices)

                                 (732) 271-8473
                                 --------------
                           (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 May 14, 1999 was 5,737,695.

<PAGE>

                                 AMPLIDYNE, INC.
                                   FORM 10-QSB
                        THREE MONTHS ENDED MARCH 31, 1999


                                TABLE OF CONTENTS


PART 1 - FINANCIAL INFORMATION

Item 1            FINANCIAL STATEMENTS (Unaudited):

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

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

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

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

                  Notes to Financial Statements............................. 6-7

Item 2            Management's Discussion and Analysis of Financial
                   Condition and Results of Operations...................... 8-9

PART II - OTHER INFORMATION

Item 2.  Change in Securities...............................................  10

Signatures..................................................................  11

Exhibit 27- Financial Data Schedule.........................................  12

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                 AMPLIDYNE, INC.
                                 BALANCE SHEETS

                                     ASSETS
                                     ------

                                                      December 31,  March 31,
                                                         1998 *       1999
                                                      ----------   ----------
                                                                   (Unaudited)

CURRENT ASSETS
  Cash and cash equivalents                           $  427,510   $1,116,320
  Accounts receivable, net of allowance
    for doubtful accounts of $86,000                     440,516      396,589
  Inventories                                            558,685      781,193
  Prepaid expenses and other current assets               14,206       11,125
                                                      ----------   ----------

    Total current assets                               1,440,917    2,305,227

PROPERTY AND EQUIPMENT - AT COST
  Machinery and equipment                                540,116      540,116
  Furniture and fixtures                                  43,750       43,750
  Autos and trucks                                        61,183       61,183
  Leasehold improvements                                   4,162        4,162
                                                      ----------   ----------
                                                         649,211      649,211
    Less: Accumulated depreciation and amortization      342,052      370,667
                                                      ----------   ----------
      Net depreciated cost                               307,159      278,544

OTHER ASSETS                                              35,000       55,949
                                                      ----------   ----------

TOTAL ASSETS                                          $1,783,076   $2,639,720
                                                      ==========   ==========

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


    The accompanying notes are an integral part of these financial statements

                                       -1-

<PAGE>

                                 AMPLIDYNE, INC.
                                 BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


                                                   December 31,      March 31,
                                                       1998 *          1999
                                                   ------------    ------------
                                                                    (Unaudited)
CURRENT LIABILITIES
  Current maturities of lease obligations          $     70,311          62,933
  Accounts payable                                      220,991         430,750
  Accrued expenses                                      255,439         115,595
  Deferred compensation                                  27,100              --
  Stockholders' loan                                      5,051              -- 
                                                   ------------    ------------

    Total current liabilities                           578,892         609,278

LONG-TERM LIABILITIES
  Lease obligations                                      36,933          27,964

STOCKHOLDERS' EQUITY
  Preferred stock - authorized, 1,000,000 shares
    of no stated value; no shares issued and
    outstanding
  Common stock - authorized, 25,000,000 shares
    of $.0001 par value; 4,703,333 shares and
    5,675,195 shares issued and outstanding at
    December 31, 1998 and March 31, 1999,
    respectively                                            470             568
  Additional paid-in-capital                         12,735,817      13,870,856
  Accumulated deficit                               (11,569,036)    (11,868,946)
                                                   ------------    ------------

    Total stockholders' equity                        1,167,251       2,002,478
                                                   ------------    ------------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                             $  1,783,076    $  2,639,720
                                                   ============    ============


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


    The accompanying notes are an integral part of these financial statements

                                       -2-

<PAGE>

                                 AMPLIDYNE, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                              Three          Three
                                              Months         Months
                                              Ended          Ended
                                             March 31,      March 31,
                                               1998           1999
                                           -----------    -----------

Net sales                                  $   321,797    $   655,170
Cost of goods sold                             371,304        534,505
                                           -----------    -----------

   Gross profit (loss)                         (49,507)       120,665

Operating expenses
  Selling, general, and administrative         274,075        342,397
  Research, engineering, and development       122,161        131,710
                                           -----------    -----------

    Operating loss                            (445,743)      (353,442)

Other non operating income and expenses
  Interest income                               25,166          5,976
  Interest expense                               5,323         12,444
  Other Income                                      --         60,000
                                           -----------    -----------

    Loss before income taxes                  (425,900)      (299,910)

Provision for income taxes                         200             -- 
                                           -----------    -----------

    NET LOSS                               $  (426,100)   $  (299,910)
                                           ===========    ===========


Net loss per share - basic and diluted     $      (.10)   $      (.05)
                                           ===========    ===========

Weighted average number of shares
  outstanding                                4,367,320      5,456,994
                                           ===========    ===========


    The accompanying notes are an integral part of these financial statements

                                       -3-

<PAGE>

                                 AMPLIDYNE, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                    Three Months   Three Months
                                                        Ended          Ended
                                                      March 31,       March 31,
                                                        1998           1999
                                                     -----------    -----------

Cash flows from operating activities:
  Net Loss                                           $  (426,100)   $  (299,910)
                                                     -----------    -----------
  Adjustments to reconcile net loss to net cash
    used in operating activities
      Depreciation and amortization                       25,575         28,615
      Changes in assets and liabilities
        Accounts receivable                              436,652         43,927
        Inventories                                       36,248       (222,508)
        Prepaid expenses and other current assets         (3,881)         3,081
        Accounts payable and accrued Expenses            (91,499)        42,815
                                                     -----------    -----------
    Total adjustments                                    403,095       (104,070)
                                                     -----------    -----------
      Net cash used for operating activities             (23,005)      (403,980)
                                                     -----------    -----------

Cash flows from investing activities:
  Purchase of fixed assets                                    --             --
                                                     -----------    -----------
     Net cash used for investing activities                   --             -- 
                                                     -----------    -----------

Cash flows from financing activities:
  Lease obligations                                      (39,718)       (16,347)
  Proceeds from (repayments of) stockholders' loans      (10,000)       (26,000)
  Prepaid registration costs                                  --             --
  Stock issuance                                              --      1,135,137
                                                     -----------    -----------
    Net cash provided by financing activities            (49,718)     1,092,790
                                                     -----------    -----------

      NET INCREASE (DECREASE) IN CASH                    (72,723)       688,810

Cash at beginning of year                              2,039,012        427,510
                                                     -----------    -----------
Cash and cash equivalents at end of year             $ 1,966,289    $ 1,116,320
                                                     ===========    ===========

Supplemental disclosures of cash flow information
  Cash paid for:  Interest                           $     5,877    $    12,444
                  Income taxes                                --             --


    The accompanying notes are an integral part of these financial statements

                                       -4-

<PAGE>

                                 AMPLIDYNE, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                           FOR THE THREE MONTHS ENDED
                                 MARCH 31, 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                        Common Stock
                                    --------------------      Additional     Accumulated
                                    Shares     Par Value    Paid-in-capital   (Deficit)        Total
                                    ------     ---------    ---------------   ---------     ------------


<S>                               <C>         <C>            <C>            <C>             <C>         
Balance at December 31, 1998      4,703,333   $        470   $ 12,735,817   $(11,569,036)   $  1,167,251

Issuance of Common Stock            971,862             98      1,135,039      1,135,137

Net Loss                                                                        (299,910)       (299,910)
                               ------------   ------------   ------------   ------------    ------------

Balance at March 31, 1999         5,675,195   $        568   $ 13,870,856   $(11,868,946)   $  2,002,478
                               ============   ============   ============   ============    ============


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

                                                   -5-

<PAGE>

                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

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-month  periods ended March 31, 1998 and March 31, 1999
(b) the  financial  position  at  December  31,  1998 and March 31, 1999 (c) the
statements  of cash flows for the  three-month  periods ended March 31, 1998 and
March 31, 1999, and (d) the changes in stockholders'  equity for the three-month
period ended March 31, 1999,  have been made.  The results of operations for the
three months ended March 31, 1999 are not necessarily  indicative of the results
to be expected for the full year.

NOTE B - UNAUDITED INTERIM FINANCIAL INFORMATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly,  they do not include all the information and footnotes  required by
generally accepted accounting principles for financial  statements.  For further
information, refer to the audited financial statements and notes thereto for the
year ended  December 31, 1998,  included in the Company's Form 10-KSB filed with
the Securities and Exchange Commission on April 15, 1999.

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

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

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

                                       -6-

<PAGE>

                                 AMPLIDYNE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

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

NOTE D - LOSS PER SHARE
In February 1997, 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.  The  requirements of this statement are effective for interim and
annual  periods ending after December 15, 1997. All prior years were restated in
accordance with SFAS No. 128.

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

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

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

NOTE F - SUBSEQUENT EVENT
In April 1999,  the Company  issued  62,500 shares of common stock in connection
with the exercise of outstanding warrants generating net proceeds of $93,121.

                                       -7-

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

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

RESULTS OF OPERATIONS

             The following table sets forth certain operating data:

                                 Total Net Sales
                          Three Months ended March 31,
                                1998         1999
                             ---------    ---------
Net sales                    $ 321,797    $ 655,170
Cost of goods sold             371,304      534,505
                             ---------    ---------
  Gross profit (Loss)          (49,507)     120,665
                             ---------    ---------
Selling, general, and
  administrative               274,075      342,397
Research, engineering,
  and development              122,161      131,710
                             ---------    ---------
  Total operating expenses     396,236      474,107
Interest income                 25,166        5,976
Other expenses                   5,323       12,444
Other income                        --       60,000
                             ---------    ---------
  Loss before income taxes    (425,900)    (299,910)
Provision for income taxes         200           --
                             ---------    ---------
  NET LOSS                   $(426,100)   $(299,910)
                             =========    =========

RESULTS OF OPERATIONS-THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS
ENDED MARCH 31, 1998

Net sales for the three month period ended March 31, 1999 were  $655,170,  while
sales for the three  months  ended  March 31,  1998 were  $321,797.  Sales  have
stabilized  due to continuing  orders from  customers and less orders  requiring
large amounts of research and development time.

Gross  profit for the three  months  ended March 31,  1999  amounted to $120,665
(18.4% of sales),  compared to $49,507  (-15.4% of sales) for the  corresponding
three months of 1998. This increase in gross margin is principally  attributable
to improved productivity, and prudent purchasing of raw materials.

                                       -8-

<PAGE>

               PART 1 - FINANCIAL INFORMATION - ITEM 2 (CONTINUED)

Selling,  general,  and  administrative  expenses (SG&A) were $342,397 (52.3% of
sales) in the first quarter of 1999,  compared to $274,075  (85.2% of sales) for
the  first  quarter  of 1998.  The  increase  is due to costs  incurred  for the
additional  funds  raised in the first  quarter.  The actual SG&A  decreased  to
approximately  $242,000 for the first quarter. The decrease is due to continuing
efforts to reduce overhead costs, primarily salaries and office expenses.

Research,  engineering,  and development costs increased in the first quarter of
1999 by $9,549 compared with the corresponding  period of 1998. This increase is
due  to  a  increased  level  of  staff  performing   research  and  development
activities,  primarily  due to work being  performed on new products such as the
NMT-450 multi carrier amplifiers.

Interest  expense  increased  in the  first  quarter  of  1999  compared  to the
corresponding period of 1998. The increase is due to additional lease payments.

Interest income decreased in the first quarter by $19,190 due to the decrease of
cash in the company's money market fund.

As a result of the  foregoing  and the  forgiveness  of  consulting  fees in the
amount of $60,000  during the first  quarter of 1999,  the Company  incurred net
losses of (299,910) or (.05) per share for the first months ended March 31, 1999
compared  to net losses of  (426,100)  or (.10) per share for the same period in
1998.

Liquidity and Capital Resources

At March 31, 1999, the Company had cash and cash equivalents of $1,116,320.  The
Company had accrued  expenses of $115,595,  consisting of payroll,  commissions,
and general and administrative expenses.

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

                                       -9-

<PAGE>

                           PART II - OTHER INFORMATION
                          ITEM 2. CHANGE IN SECURITIES

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

On March 31, 1999,  the Company  issued 7,893 shares of common stock to Devendar
S. Bains (4,025),  Tarlochan Bains (2,526) and Nirmal Bains (1,342).  The shares
were issued in exchange of accrued salaries owed to such persons at December 31,
1998 ($10,565.67, $6,629.44 and $3,521.89, respectively) and were converted at a
price of $2.625,  the market price at such date. The sales were made in reliance
on Section 4(2) of the Act. No underwriting discounts or commissions were paid.

On March 31, 1999,  the Company issued 15,969 shares of common stock to Devendar
S. Bains  (5,465),  Tarlochan  Bains (9,704) and Nirmal Bains (800).  The shares
were issued in exchange of accrued  salaries/commissions owed to such persons at
March 31, 1999  ($14,346.16,  $25,473.84 and $2,100.00,  respectively)  and were
converted at a price of $2.625,  the market  price at such date.  The sales were
made in  reliance  on Section  4(2) of the Act.  No  underwriting  discounts  or
commissions were paid.

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

                                      -10-

<PAGE>

                                     RIDER X

                                   SIGNATURES


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


                                            AMPLIDYNE, INC.


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

                                      -11-