SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549

__________________

# FORM 10-Q/A No. 2

Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934

Amendment No. 2 to
Quarterly Report on Form 10-Q for the quarter ended September 30, 2004

|WIDEPOINT CORPORATION                                 
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)

|Delaware                        | 000-23967                | 52-2040275                       
|------------------------------- | ------------------------ | ---------------------------------
|(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.)
|incorporation or organization) 

|One Lincoln Centre, 18W140 Butterfield Road, Suite 1100, Oakbrook Terrace, Ill | 60181     
|------------------------------------------------------------------------------ | ----------
|(Address of principal executive offices)                                       | (Zip Code)

Registrant's telephone number,
including area code:    (630) 629-0003

The
undersigned registrant hereby amends the following items, financial statements, exhibits
or other portions of its Quarterly Report on Form 10-Q for the quarter ended September 30,
2004, as previously amended by Amendment No. 1 filed on November 17, 2004, as set forth in the pages attached hereto:

| | Part I  | Item 1 | Condensed Consolidated Financial Statements                                          
| | ------- | ------ | -------------------------------------------------------------------------------------
| |         | Item 2 | Managements Discussion and Analysis of Financial Condition and Results of Operations
| |         | Item 4 | Controls and Procedures                                                              
| | Part II | Item 6 | Exhibits                                                                             

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

|                        | WidePoint Corporation                     
|----------------------- | ------------------------------------------
|Date:  January 19, 2006 | By:  /s/ James T. McCubbin                
|                        | James T. McCubbin                         
|                        | Vice President and Chief Financial Officer

---

INTRODUCTORY NOTE

This Amendment No. 2 of the Companys
Quarterly Report on Form 10-Q has been revised as a result of certain Restatements made
by the Company, which are further described in the Financial Statements, note No. 1.

WIDEPOINT CORPORATION

INDEX

|                                                                      
|----------------------------------------------------------------------
|Part I.     FINANCIAL INFORMATION                                     
|Item 1.   Condensed Consolidated Financial Statements                 
|Condensed Consolidated Balance Sheets as of September 30, 2004,       
|and December 31, 2003 (unaudited)                                     
|Condensed Consolidated Statements of Operations for the three and nine
|months ended September 30, 2004 and 2003 (unaudited)                  
|Condensed Consolidated Statements of Cash Flows for the three and nine
|months ended September 30, 2004 and 2003 (unaudited)                  
|Notes to Condensed Consolidated Financial Statements                  
|Item 2.   Managements Discussion and Analysis of Financial           
|Condition and Results of Operations                                   
|Item 4.   Controls and Procedures                                     
|Part II.     OTHER INFORMATION                                        
|Item 6.   Exhibits and Reports on Form 8-K                            

---

# PART 1.   FINANCIAL
INFORMATION

# ITEM 1.   CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS.

# WIDEPOINT CORPORATION
AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                 | As RestatedSeptember 30,
2004 | December 31,
2003
|---------------------------------------------------------------- | ----------------------------- | -----------------
|
|Current assets:                                                  |                               |                  
|Cash and cash equivalents                                        |                               |                  
|Accounts receivable,                                             |                               |                  
|net of allowance of $0 and 18,819, respectively                  |                               |                  
|Prepaid expenses and other assets                                |                               |                  
|                                                                 |                               |                  
|Total current assets                                             |                               |                  
|Property and equipment, net                                      |                               |                  
|Other assets                                                     |                               |                  
|                                                                 |                               |                  
|Total assets                                                     |                               |                  
|                                                                 |                               |                  
|LIABILITIES & SHAREHOLDERS EQUITY                              
|Current liabilities:                                             |                               |                  
|Accounts payable                                                 |                               |                  
|Accrued expenses                                                 |                               |                  
|Short-term portion of deferred rent                              |                               |                  
|                                                                 |                               |                  
|Total current liabilities                                        |                               |                  
|Long-term portion of deferred rent                               |                               |                  
|                                                                 |                               |                  
|Total Liabilities                                                |                               |                  
|Shareholders equity                                             |                               |                  
|Preferred stock, $0.001 par value, 10,000,000 shares authorized,
|None issued and outstanding                                      |                               |                  
|                                                                 |                               |                  
|Common stock, $0.001 par value, 50,000,000 shares authorized,    |                               |                  
|16,896,509 and 15,579,913 shares issued and outstanding          |                               |                  
|as of September 30, 2004 and December 31, 2003, respectively     |                               |                  
|Related party notes receivable                                   |                               |                  
|Additional paid-in capital                                       |                               |                  
|Accumulated deficit                                              |                               |                  
|                                                                 |                               |                  
|Total shareholders equity                                       |                               |                  
|                                                                 |                               |                  
|Total liabilities & shareholders equity                         |                               |                  
|                                                                 |                               |                  

The accompanying notes
are an integral part of these statements.

1

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# WIDEPOINT CORPORATION
AND SUBSIDIARIES

# CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS

|                                                      | Three Months Ended
September 30, | Nine Months Ended
September 30,
|----------------------------------------------------- | -------------------------------- | -------------------------------
|
|
|Revenues, net                                         |                                  |                                
|Operating expenses:                                   |                                  |                                
|Cost of sales                                         |                                  |                                
|Sales and marketing                                   |                                  |                                
|General & administrative                              |                                  |                                
|Depreciation                                          |                                  |                                
|                                                      |                                  |                                
|Loss from operations                                  |                                  |                                
|Interest income (expenses), net                       |                                  |                                
|                                                      |                                  |                                
|Net loss                                              |                                  |                                
|                                                      |                                  |                                
|Basic and diluted net loss per share                  |                                  |                                
|                                                      |                                  |                                
|Basic and diluted weighted average shares outstanding |                                  |                                
|                                                      |                                  |                                

The accompanying notes
are an integral part of these statements.

2

---

# WIDEPOINT CORPORATION
AND SUBSIDIARIES

# CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS

|                                              | Three Months Ended
September 30, | Nine Months Ended
September 30,
|--------------------------------------------- | -------------------------------- | -------------------------------
|
|
|Cash flows from operating activities:         |                                  |                                
|Net loss                                      |                                  |                                
|Adjustments to reconcile net loss to net cash |                                  |                                
|(used in) provided by operating activities    |                                  |                                
|Depreciation expense                          |                                  |                                
|Stock compensation expense                    |                                  |                                
|Changes in assets and liabilities             |                                  |                                
|Accounts receivable                           |                                  |                                
|Prepaid expenses                              |                                  |                                
|Other assets                                  |                                  |                                
|Accounts payable and accrued expenses         |                                  |                                
|                                              |                                  |                                
|Net cash (used in) provided by                |                                  |                                
|operating activities                          |                                  |                                
|                                              |                                  |                                
|Cashflows from investing activities:          |                                  |                                
|Purchase of property and equipment            |                                  |                                
|                                              |                                  |                                
|Net cash used in investing activities         |                                  |                                
|                                              |                                  |                                
|Cashflows from financing activities:          |                                  |                                
|Net (payments)borrowings on notes payable     |                                  |                                
|Net payments on long-term obligations         |                                  |                                
|                                              |                                  |                                
|Net cash (used in) provided                   |                                  |                                
|by financing activities                       |                                  |                                
|                                              |                                  |                                
|Net (decrease) increase in cash               |                                  |                                
|                                              |                                  |                                
|Cash, beginning of period                     |                                  |                                
|                                              |                                  |                                
|Cash, end of period                           |                                  |                                
|                                              |                                  |                                

The accompanying notes
are an integral part of these statements.

3

---

# WIDEPOINT CORPORATION
AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

# 1.   Basis of Presentation,
Organization and Nature of Operations:

The accompanying unaudited financial
statements have been prepared in accordance with Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America (US
GAAP) for complete financial statements. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, considered necessary for a
fair presentation have been included. These financial statements should be read in
conjunction with the financial statements of WidePoint Corporation, as of December 31,
2003, and the notes thereto included in the Annual Report on Form 10-K filed by the
Company. The results of operations for the three and nine months ended September 30, 2004,
are not necessarily indicative of the results that may be expected for the year ending
December 31, 2004.

WidePoint Corporation is a consulting
services firm specializing in planning, managing and implementing Information Technology
(IT) solutions. Its staff consists of business and technical specialists that
help customers augment and expand their technical capabilities, drive new technical
innovations and help maintain a competitive edge in todays rapidly changing
technological environment. The Company, through a concerted mergers and acquisition
strategy is focused on expanding its IT public market segment and has acquired two
enterprises since December 31, 2003. The Company is having discussions with other
enterprises which may or may not lead to further mergers and acquisitions.

During 2003, the Company witnessed a
negative economic environment within the commercial IT sector due to constrained business
investment and an excessive supply of IT Consultants which as a result reduced gross
margins and decreased demand for the IT services that the Company provided to its
customers.

In its efforts to expand its revenue
streams, the Company continued to implement and refine a strategic plan that has included:
the launch of a federal business initiative in 2003, the continued development of new
technologies and capabilities focused within wireless technologies, the development of
various other practice areas, the initiation and expansion of several alliances to expand
the Companys ability to provide expanded services and reach to a wider group of new
customers, and an expansion of both management talent and reach through its focused
efforts to acquire additional business assets and revenue streams through targeted merger
and acquisition activities in 2004.

On March 24, 2004 the Company entered
into a merger agreement to acquire the stock of Chesapeake Government Technologies, Inc.
(CGT), a Delaware corporation. The Company closed on the transaction on April
30, 2004 through a reverse triangular merger between Chesapeake Acquisition Corporation,
Chesapeake Government Technologies, Inc. and WidePoint Corporation with Chesapeake
Government Technologies, Inc. becoming a wholly owned subsidiary of WidePoint Corporation.
The consideration included the issuance of stock and the assumption of debt as further
described within a Form 8-K filed on May 14, 2004. The executive management expertise of
the Company was greatly expanded through this transaction and further augmented the reach
and expertise of the Company. CGT additionally brings to WidePoint several additional
alliances, relationships, and targeted companies that CGT is in various phases of
discussion in regards to merger and acquisition opportunities with CGT and WidePoint. The
Company continues its efforts to expand the operations of WidePoint through mergers and
acquisitions. The Company has entered into several letters of intent to acquire companies
that, if consummated, are expected to materially expand the public sector segment of the
Company. The Company closed on one of those transactions on October 25, 2004, with the
acquisition of Operational Research Consultants, Inc. (ORC) through a stock
purchase. The consideration included the issuance of stock, the assumption of debt, and
provision of cash as further described in a Form 8-K filed on October 29, 2004. The
management of the Company was further expanded through this transaction and future
revenue as a result of this transaction are expected to increase.

4

---

Most of the Companys current
costs consist primarily of the salaries and benefits paid to the Companys technical,
marketing and administrative personnel. As a result of its plan to expand its operations
through new internal initiatives and merger and acquisition related activities, the
Company expects these costs to increase. The Companys profitability depends upon
both the volume of services performed and the Companys ability to manage costs.
Because a significant portion of the Companys cost structure is labor related, the
Company must effectively manage these costs to achieve profitability. To date, the Company
has attempted to maximize its operating margins through efficiencies achieved by the use
of the Companys proprietary methodologies and by offsetting increases in consultant
salaries with increases in consultant fees received from clients. The current business
environment has witnessed an increase in the competitive environment for the
Companys services. The Company anticipates that this trend may continue.

Restatement

Management of the Company determined
that we had not correctly accounted for the Chesapeake acquisition as 1) it should not
have resulted in the recognition of an intangible asset; 2) Company shares that were
placed in escrow for release only upon the achievement of certain future revenue should
not have been recognized immediately, but instead, only upon the achievement of certain
contingencies; and 3) as a result of timing differences between the actual issuance by
the Company of shares earned and issued, the Company should have recorded those
shares earned during the period ending June 30, 2004 as common stock issuable and not
as common stock as those shares were not issued until July 13, 2004.

While the Companys management
believes that the Company did acquire assets in a business sense when it acquired the
stock of Chesapeake, these assets, consisting primarily of Chesapeakes relationships
with various sources of potential business opportunities, did not meet the criteria for
recognition as assets under Statement of Financial Accounting Standards No. 141
(SFAS 141). Additionally, the acquisition could not give rise to goodwill
because Chesapeake was in the development stage at the time of acquisition and therefore
not considered a business.

As a consequence of these
determinations, previously issued financial statements have been restated to eliminate the
intangible asset associated with the Chesapeake acquisition, reverse related amortization
expense, and expense as consulting fees the cost of the transaction attributable to the
cost of issuance of the non-escrowed shares and other related direct costs at the time of
acquisition. Further, the basic and diluted weighted average shares outstanding have been
adjusted to allow only for the recordation of the shares attributable to the issuance of
the non-escrowed shares, which had been earned at the time of the transaction. This
resulted in a reduction of basic and diluted weighted average shares outstanding from
20,162,893 and 18,160,920 for the three and nine month periods ending June 30, 2004,
respectively, to 16,896,509 and 16,336,990 for the same periods.

5

---

The effect of the above mentioned
restatements are presented as follows:

Balance Sheet:

|                      
|----------------------
|
|
|Goodwill and other    
|intangibles           
|                      
|Total assets          
|                      
|                      
|Common stock          
|                      
|Additional paid-in    
|capital               
|                      
|Accumulated deficit   
|                      
|Total shareholders   
|equity                
|                      
|Total liabilities     
|& shareholders equity
|                      

Statement of Operations:

|                         | Previously Reported | As Restated
|------------------------ | ------------------- | -----------
|
|
|General & administrative |                     |            
|                        
|Loss from operations     |                     |            
|                        
|Net loss                 |                     |            
|                        
|                        
|Basic and diluted net    |                     |            
|loss per share           |                     |            
|                        
|                        
|Basic and diluted        |                     |            
|weighted average shares  |                     |            
|outstanding              |                     |            
|                        

6

---

Statement of Cashflows:

|                   | Previously Reported | As Restated
|------------------ | ------------------- | -----------
|
|
|Net loss           |                     |            
|                  
|Stock compensation |                     |            
|expense            |                     |            
|                  

# 2.   Significant Accounting
Policies:

Principles of
Consolidation

The accompanying consolidated
financial statements include the accounts of the acquired entities since their respective
dates of acquisition. All significant intercompany amounts have been eliminated.

Use of Estimates

The preparation of consolidated
financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

Cash and Cash Equivalents

Investments purchased with original
maturities of three months or less are considered cash equivalents for purposes of these
condensed consolidated financial statements. The Company maintains cash and cash
equivalents with various major financial institutions. At September 30, 2004 and December
31, 2003, cash and cash equivalents included $150,987 and $250,144, respectively, on
investments in interest bearing accounts. At times, cash balances held at financial
institutions were in excess of federally insured limits. The Company places its temporary
cash investments with high-credit, quality financial institutions, and as a result, the
Company believes that no significant concentration of credit risk exists with respect to
these cash investments.

Accounts Receivable

The majority of the Companys
accounts receivable are due from established companies in the following industries:
manufacturing, consumer product goods, direct marketing, healthcare and other service
companies.

Credit is extended based on
evaluation of a customers financial condition and, generally, collateral is not
required. Accounts receivable are due within 30 to 45 days and are stated at amounts due
from customers net of an allowance for doubtful accounts. Accounts outstanding longer than
the contractual payment terms are considered past due. The Company determines its
allowance by considering a number of factors, including the length of time trade accounts
receivable are past due, the Companys previous loss history, the customers
current ability to pay its obligation to the Company and the condition of the general
economy and the industry as a whole. The Company writes-off accounts receivable when they
become uncollectible and payments subsequently received on such receivables are credited
to the allowance for doubtful accounts. The following table sets forth the rolling forward
balances of the Allowance for doubtful accounts of the Company.

7

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|Description                                     | Balance at
Beginning of
Period | Additions
Charged to
Costs and
Expenses | Deductions | Balance at
End of
Period
|----------------------------------------------- | ------------------------------ | --------------------------------------- | ---------- | ------------------------
|For the year ended December 31, 2003, Allowance |                                |                                         |            |                         
|for doubtful accounts                           |                                |                                         | $          | 1,800                   
|For the quarter ended September 30, 2004,       |                                |                                        
|Allowance for doubtful accounts                 |                                |                                         | $          | --                      

Unbilled accounts receivable on
time-and-materials contracts represent costs incurred and gross profit recognized near the
period-end but not billed until the following period. Unbilled accounts receivable on
fixed-price contracts consist of amounts incurred that are not yet billable under contract
terms. Unbilled accounts receivable totaled $0 and $6,207 at September 30, 2004 and
December 31, 2003, respectively.

Concentrations of Credit
Risk

Financial instruments that
potentially subject the Company to credit risk consist of cash and cash equivalents and
accounts receivable. As of September 30, 2004, three customers represented 24%, 23%, and
13% of accounts receivable, respectively. As of December 31, 2003, three customers
individually represented 26%, 11%, and 10% of accounts receivable.

Fair Value of Financial
Instruments

WidePoint financial instruments
consist of cash, accounts receivable, accounts payable and accrued expenses. The fair
value of these financial instruments approximates their carrying value as of September 30,
2004, due to their short-term nature.

Revenue Recognition

Revenue on time-and-materials
contracts is recognized based upon hours incurred at contract rates plus direct costs.
Revenue on fixed-price contracts is recognized on the percentage-of-completion method
based on costs incurred in relation to total estimated costs. Anticipated losses are
recognized as soon as they become known. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are determined. Out of pocket
expenses for billable work are recognized as revenues and such out of pocket expenses are
expensed in Cost of Revenues.

8

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Significant Customers

During the third quarter of 2004,
three customers individually represented 19%, 18%, and 13% of revenue. During the third
quarter of 2003, four customers individually represented 19%, 16%, 16%, and 11% of
revenue.

Income Taxes

The Company accounts for income taxes
in accordance with Statement of Financial Accounting Standards (SFAS)
No. 109, Accounting for Income Taxes. Under SFAS No.109, deferred tax
assets and liabilities are computed based on the difference between the financial
statement and income tax bases of assets and liabilities using the enacted marginal tax
rate. SFAS No. 109 requires that the net deferred tax asset be reduced by a valuation
allowance if, based on the weight of available evidence, it is more likely than not that
some portion or all of the net deferred tax asset will not be realized. The Company
continues to reduce its net deferred taxes by a 100% valuation allowance.

Stock-based compensation

The Company accounts for stock-based
employee compensation arrangements using the intrinsic value method in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
Issued to Employees, and complies with the disclosure provisions of SFAS No. 123
Accounting for Stock-Based Compensation. Under APB Opinion No. 25,
compensation cost is generally recognized based on the difference, if any, on the date of
grant between the fair value of the Companys common stock and the amount an employee
must pay to acquire the stock. The following table illustrates the effect on net income
and earnings per share if the Company had applied the fair value recognition provisions of
FASB Statement 123, Accounting for Stock-Based Compensation, using the
assumptions described below, to its stock-based employee plans.

|                                                 | Three Months ended
September 30, | Nine Months ended
September 30,
|------------------------------------------------ | -------------------------------- | -------------------------------
|
|Net loss, as reported                            |                                  |                                
|Add: Total stock-based employee                  |                                  |                                
|compensation expense determined under fair       |                                  |                                
|value based method for awards granted,           |                                  |                                
|modified, or settled, net of related tax effects |                                  |                                
|                                                 |                                  |                                
|Pro forma net loss                               |                                  |                                
|Earnings per share:                              |                                  |                                
|Basic and diluted - as reported                  |                                  |                                
|Basic and diluted - pro forma                    |                                  |                                

9

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The pro forma disclosure is not
likely to be indicative of pro forma results which may be expected in future years because
of the fact that options vest over several years, pro forma compensation expense is
recognized as the options vest and additional awards may also be granted.

For purposes of determining the
effect of these options, the fair value of each option is estimated on the date of grant
based on the Black-Scholes single-option pricing model assuming the following for the
three and nine months ended September 30, 2004 and 2003:

|                            | 2004 & 2003
|--------------------------- | -----------
|Dividend yield              | --         
|Risk-free interest rate (%) | 2.70-4.13% 
|Volatility factor (%)       | 156%       
|Expected life in years      | 5          

Non-employee based compensation:

The Company accounts for stock-based
non-employee compensation arrangements using the fair value recognition provisions of
FASB Statement 123, Accounting for Stock-Based Compensation and Emerging Issues Task
Force EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services.

Stock Based Performance
Warrants

The Company has entered into several
stock performance incentive arrangements utilizing warrants with members of the
Companys management team. These warrants are accounted for as variable plans under
APB 25 because vesting of the warrants are tied to specific performance parameters which
cannot be determined until such performance has been achieved. Presently, no warrants have
satisfied any performance requirements.

Basic and Diluted Net
Loss Per Share

Basic income or loss per share
includes no dilution and is computed by dividing net income or loss by the
weighted-average number of common shares outstanding for the period. Diluted income or
loss per share includes the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock. The
treasury stock effect of options and warrants to purchase 5,378,384 and 1,816,000 shares
of common stock outstanding at September 30, 2004 and 2003, respectively, has not been
included in the calculation of the net loss per share as such effect would have been
anti-dilutive. As a result of these items, the basic and diluted loss per share for all
periods presented is identical.

10

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Reclassifications

Certain amounts in prior years
financial statements have been reclassified to conform with the current year presentation.

# 3. Promissory Notes:

3.   Promissory Notes

Pursuant to stock purchase agreements
entered into on July 8, 2002, between the Company and each of Steve L. Komar, James T.
McCubbin and Mark M. Mirabile, the Company privately sold 865,000 shares of its common
stock to each such person without registration under the Securities Act of 1933, pursuant
to the private offering exemption under Section 4(2) thereof, in consideration of a three
(3) year full-recourse, five percent (5%) interest bearing promissory note with equal
annual principal payments due, issued by each such person to the Company in the principal
amount of $60,550, or $181,650 in the aggregate (which equals $0.07 per share, being the
closing price of the Companys common stock on July 8, 2002). The individuals have
repaid to date $21,500 individually, or $64,500 in aggregate to the Company.

# 4.   Commitments and
Contingencies:

Litigation

The Company is periodically a party to
disputes arising from normal business activities. In the opinion of management, resolution
of these matters will not have a material adverse effect upon the financial position or
future operating results of the Company and adequate provision for any potential losses
has been made in the accompanying consolidated financial statements.

11

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

The following discussion and analysis
of the financial condition and results of operations of the Company should be read in
conjunction with the financial statements and the notes thereto which appear elsewhere in
this quarterly report and the Companys Annual Report on Form 10-K for the year ended
December 31, 2003.

The information set forth below
includes forward-looking statements. Certain factors that could cause results to differ
materially from those projected in the forward-looking statements are set forth below.
Readers are cautioned not to put undue reliance on forward-looking statements. The Company
disclaims any intent or obligation to update publicly these forward-looking statements,
whether as a result of new information, future events or otherwise.

# Overview

WidePoint Corporation is a consulting
services firm specializing in planning, managing and implementing Information Technology
(IT) solutions. Its staff consists of business and technical specialists that
help customers augment and expand their technical capabilities, drive new technical
innovations and help maintain a competitive edge in todays rapidly changing
technological environment.

Since 1996, WidePoint has focused on
leveraging leading edge technologies, methodologies and consultants to help clients
improve their business performance. This focus continues to tie together the
Companys service offerings and future direction. WidePoints clients are
increasingly looking to harness the power of the Internet and leading IT technologies by
integrating these technologies with their existing systems as they transition, expand, and
refine their business environments.

During 2003, the Company witnessed a
negative economic environment within the commercial IT sector due to constrained business
investment and an excessive supply of IT consultants which as a result reduced gross
margins and decreased demand for the IT services that the Company provided to its
customers.

In its efforts to expand its revenue
streams, the Company continued in 2004 to implement and refine a strategic plan which
included: the launch of a federal business initiative in 2003, the continued development
of new technologies and capabilities focused within wireless technologies, the development
of various other practice areas, the initiation and expansion of several alliances to
expand the Companys ability to provide expanded services and reach to a wider group
of new customers, and an expansion of both management talent and reach through its focused
efforts to acquire additional business assets and revenues streams through targeted merger
and acquisition activities in 2004.

On March 24, 2004 the Company entered
into a merger agreement to acquire the stock of Chesapeake Government Technologies, Inc.
(CGT), a Delaware corporation. The Company closed on the transaction on April
30, 2004 through a reverse triangular merger between Chesapeake Acquisition Corporation,
Chesapeake Government Technologies, Inc. and WidePoint Corporation with Chesapeake
Government Technologies, Inc. becoming a wholly owned subsidiary of WidePoint Corporation.
The consideration included the issuance of stock and the assumption of debt as further
described within a Form 8-K filed on May 14, 2004. The executive management expertise of
the Company was greatly expanded through this transaction and further augmented the reach
and expertise of the Company. CGT additionally brings to WidePoint several additional
alliances, relationships, and targeted companies that CGT is in various phases of
discussion in regards to merger and acquisition opportunities with CGT and WidePoint.

12

---

The Company continues its efforts to
expand the operations of WidePoint through merger and acquisitions. The Company entered
into a non-binding letter of intent to acquire all of the stock of Operational Research
Consultants, Inc. (ORC), a Virginia based corporation, on July 7, 2004. ORC
business expertise resides in specialized IT based software and services predominately
within the federal marketplace. This transaction was completed on October 25, 2004. The
Company is also presently exploring several other transactions designed to further expand
the public sector segment of the Company.

For the three months ended September
30, 2004, revenue was approximately $907,000 as compared to revenue of approximately
$759,000 for the quarterly period ended September 30, 2003. For the nine months ended
September 30, 2004, revenue was approximately $2,471,000, as compared to revenue of
approximately $2,497,000 for the nine-month period ended September 30, 2003. The increase
in revenues in the three months ended September 30, 2004, was attributable to an increase
in additional hours billed as a result of a higher win rate associated with the
Companys sales and marketing efforts. The decrease in revenues for the nine months
ended September 30, 2004, was attributable to fewer hours billed and a lower average bill
rate in the quarter ended March 31, 2004 than in the prior years first quarter. The
Company has witnessed a stabilization and slight increase in billable hours worked during
the second and third quarters of 2004 while pricing pressures within the industry
continued to place pressure on average billable rates as compared to the third quarter of
2003, but presently the Company has witnesses a stabilization of these pricing pressures.
The instability within the IT marketplace continues to create an increase in
competitiveness that creates a more difficult environment to expand revenues internally
for the Company. The Company anticipates these trends may stabilize in the fourth quarter
of 2004. The Company further anticipates that if it is successful in executing its
business strategy to expand into the government marketplace through mergers and
acquisitions that revenue growth can be expected to expand materially in the future. With
the acquisition completed in October of 2004 of ORC the Company anticipates that its
revenues derived from this acquisition will materially expand the Companys revenues
in the fourth quarter of 2004.

Most of the Companys current
costs consist primarily of the salaries and benefits paid to the Companys technical,
marketing and administrative personnel and depreciation expenses related to property and
equipment. Consistent with the development of a new focused strategic direction, the
Company expects to expand its operations through internal growth and by potential
acquisition of new personnel and assets. Therefore, the Company anticipates these costs
will increase.

The Companys profitability
depends upon both the volume of services performed and the Companys ability to
manage costs. Because a significant portion of the Companys cost structure is labor
related, the Company must effectively manage these costs to achieve profitability. To
date, the Company has attempted to manage its operating margins by offsetting increases in
consultant salaries with increases in consultant fees received from clients and by
effectively managing general overhead costs. During the economic slowdown within the IT
marketplace the Company has witnessed a degradation of its operating margins and continues
to experience margin pressures for the services that the Company offers. To be successful
the Company must continue to win new business, expand its revenues, and manage its
operating margins along with its general overhead costs to mitigate the Companys
losses and restore positive cashflow and earnings growth.

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The Company restated its financials
for the three and nine months ended September 30, 2004 when the Companys management
determined that we had not correctly accounted for the Chesapeake acquisition as 1) it
should not have resulted in the recognition of an intangible asset; 2) Company shares
that were placed in escrow for release only upon the achievement of certain future revenue
should not have been recognized immediately, but instead, only upon the achievement of
certain contingencies; and 3) as a result of timing differences between the actual issuance by the Company
of shares earned and issued, the Company should have recorded those shares earned during the period ending June 30, 2004 as
common stock issuable and not as common stock as those shares were not issued until July 13, 2004.

While the Companys management
believes that the Company did acquire assets in a business sense when it acquired the
stock of Chesapeake, these assets, consisting primarily of Chesapeakes relationships
with various sources of potential business opportunities, did not meet the criteria for
recognition as assets under Statement of Financial Accounting Standards No. 141
(SFAS 141). Additionally, the acquisition could not give rise to goodwill
because Chesapeake was in the development stage at the time of acquisition and therefore
not considered a business.

As a consequence of these
determinations, previously issued financial statements have been restated to eliminate
the intangible asset associated with the Chesapeake acquisition, reverse related
amortization expense, and expense as consulting fees the cost of the transaction
attributable to the cost of issuance of the non-escrowed shares and other related direct
costs at the time of acquisition. Further, the basic and diluted weighted average shares
outstanding have been adjusted to allow only for the recordation of the shares
attributable to the issuance of the non-escrowed shares, which had been earned at the
time of the transaction. This resulted in a reduction of basic and diluted weighted
average shares outstanding from 20,162,893 and 18,160,920 for the three and nine month
periods ending June 30, 2004, respectively, to 16,896,509 and 16,336,990 for the same
periods. For further information related to the quantitative effects of the restatement,
see note 1 of the Companys financial statements.

# Results of Operations

Three Months Ended
September 30, 2004 as Compared to Three Months Ended September 30, 2003

Revenue. Revenue for the three month period ended September 30, 2004 was
          approximately $907,000 as compared to approximately $759,000 for the three
month           period ended September 30, 2003. The revenue increase was attributable to
an           increase in billable hours for its consultants in the Quarter ending
September           30, 2004 as a result of improvements in results from the Companys
sales           and marketing efforts in this period as compared to the Quarter ended
September           30, 2003.

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Gross
profit.Gross profit for the three month period ended September 30, 2004, was
approximately $240,000, or 26% of revenues, an increase of approximately $43,000 from
gross profit of approximately $197,000, or 26% of revenues, for the three month period
ended September 30, 2003. The increase in gross profit was materially attributable to
greater revenues as a direct result of an increase in billable hours and a stabilization
in gross margins associated with these revenues.

Sales
and marketing. Sales and marketing expenses for the three month period ended September
30, 2004, were approximately $147,000, or 16% of revenues, an increase of approximately
$46,000, as compared to approximately $101,000, or 13% of revenues, for the three month
period ended September 30, 2003. The increase was materially attributable to an increase
in sales payroll for sales and marketing efforts instituted by the Company.

General
and administrative. General and administrative expenses for the three month period
ended September 30, 2004, were approximately $198,000, or 22% of revenues, an increase of
approximately $30,000, as compared to approximately $168,000, or 22% of revenues, incurred
by the Company for the three month period ended September 30, 2003. The increase in
general and administrative expenses for the three months ended September 30, 2004, was
primarily attributable to monthly expenses associated with the mergers and acquisitions
efforts currently underway.

Depreciation
.. Depreciation expenses for the three month period ended September 30, 2004, was $883,
or less than 1% of revenues, a decrease of $2,503, as compared to $3,386 of such expenses,
or less than 1% of revenues, incurred by the Company for the three month period ended
September 30, 2003. The decrease in depreciation expenses for the three month period ended
September 30, 2004, was primarily attributable to a lesser amount of depreciable assets as
a result of the reduced equipment requirements of a smaller consultant base.

Other
income (expense). Interest income (expense), net for the three month period ended
September 30, 2004, was $814, or less than 1% of revenues, a decrease of $1,231 as
compared to $2,045, or less than 1% of revenues, for the three month period ended
September 30, 2003. The decrease in interest income for the three month period ended
September 30, 2004, was primarily attributable to lesser amounts of cash and cash
equivalents along with lower short term interest rates that were available to the Company
on investments in overnight sweep accounts.

Net
loss.As a result of the above, the net loss for the three month period ended
September 30, 2004, was approximately $105,000 as compared to the net loss of
approximately $73,000 for the three months ended September 30, 2003.

Nine Months Ended
September 30, 2004 as Compared to Nine Months Ended September 30, 2003

Revenue.Revenue for the nine month period ended September 30, 2004 was approximately
          $2,471,000 as compared to approximately $2,497,000 for the nine month period
          ended September 30, 2003. The revenue decrease was attributable to a lower
          average bill rate by consultants and fewer billable hours in the nine months
          ending September 30, 2004 as compared to the nine months ended September 30,
          2003. This decrease in revenue was materially due to lower levels of billable
          hours in the first quarter of 2004 as compared to the same period in 2003.

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Gross
profit.Gross profit for the nine month period ended September 30, 2004, was
approximately $620,000, or 25% of revenues, a decrease of approximately $43,000 from gross
profit of approximately $663,000, or 27% of revenues, for the nine month period ended
September 30, 2003. The decline of gross profit was materially attributable to a reduction
in gross margin as a result of negative pricing pressures that were present within the
current IT marketplace for the Companys services within the first quarter
comparative periods.

Sales
and marketing. Sales and marketing expenses for the nine month period ended September
30, 2004, were approximately $377,000, or 15% of revenues, an increase of approximately
$38,000, as compared to approximately $339,000, or 14% of revenues, for the nine month
period ended September 30, 2003. The increase was materially attributable to an increase
in sales payroll for sales and marketing efforts instituted by the Company.

General
and administrative. General and administrative expenses for the nine month period
ended September 30, 2004, were approximately $1,056,000, or 43% of revenues, an increase
of approximately $540,000, as compared to approximately $516,000, or 21% of revenues,
incurred by the Company for the nine month period ended September 30, 2003. The increase
in general and administrative expenses for the nine months ended September 30, 2004, was
primarily attributable to the issuance of stock for services associated with the
Companys mergers and acquisitions activities. Approximately $72,000 of this expense
was associated with a stock issuance for services associated with the
Companys mergers and acquisitions efforts. Approximately $430,000 was associated
with compensation expense related to our CGT acquisition in the 2nd quarter of
2004.

Depreciation.          Depreciation
expenses for the nine month period ended September 30, 2004, was           $3,322, or
less than 1% of revenues, a decrease of $6,703, as compared to           $10,025 of such
expenses, or less than 1% of revenues, incurred by the Company           for the nine
month period ended September 30, 2003. The decrease in depreciation           expenses
for the nine month period ended September 30, 2004, was primarily           attributable
to a lesser amount of depreciable assets as a result of the reduced           equipments
requirements of a smaller consultant base.

Other
income (expense). Interest income (expense), net for the nine month period ended
September 30, 2004, was $4,398, or less than 1% of revenues, a decrease of $5,578 as
compared to $9,976, or less than 1% of revenues, for the nine month period ended September
30, 2003. The decrease in interest income (expense), net for the nine month period ended
September 30, 2004, was primarily attributable to lesser amounts of cash and cash
equivalents along with lower short term interest rates that were available to the Company
on investments in interest-bearing accounts.

Net
loss.As a result of the above, the net loss for the nine month period ended September
30, 2004, was approximately $812,000 as compared to the net loss of approximately $193,000
for the nine months ended September 30, 2003.

# Liquidity and Capital
Resources

The Company has, since inception,
financed its operations and capital expenditures through the sale of stock, seller notes,
convertible notes, convertible exchangeable debentures and the proceeds from the exchange
offer and exercise of the warrants related to a convertible exchangeable debenture. During
2004 and 2003 the Company has materially financed its operations with its working capital.

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Cash used in operating activities for
the quarter ended September 30, 2004, was approximately $171,000 as compared to cash
provided by operating activities of approximately $30,000 for the quarter ended September
30, 2003. The decrease in cash used by operations during the third quarter of 2004 as
compared to the third quarter ending 2003 was primarily a result of an increase in days
sales outstanding in accounts receivable and cash investments in its strategy to expand
its revenues through targeted mergers and acquisition activities. Capital expenditures in
property and equipment was approximately $4,000 for the quarter ended September 30, 2004,
while there was no material amount of capital expenditures on property for the quarter
ended September 30, 2003.

As of September 30, 2004, the Company
had net working capital of approximately $0.8 million. The Companys primary source
of liquidity consists of approximately $0.6 million in cash and cash equivalents and
approximately $0.5 million of accounts receivable. The Companys current liabilities
include approximately $0.4 million in accounts payable and accrued expenses.

The market for the Companys
services is experiencing an environment of constrained technology investment as a result
of an economic slowdown that has reduced new technology initiatives. As a result of this
negative environment, the demand for IT consultants ranging from software programmers to
network engineers has been negatively affected. This has reduced demand for the
Companys consultants as well has created an increase in competition from both
domestic and foreign firms for the diminished amount of new and ongoing IT initiatives.
The Company anticipates in the future a reversal of these negative events as economic
growth is restored, the constrained environment in new technology initiatives ebb, and the
Company executes it current mergers and acquisitions strategy. Therefore, the
Companys business environment is characterized by rapid technological changes,
experiences times of high growth and contraction, and material events such as mergers and
acquisitions can materially change the profile of the Company.

Since 2002, the Company has embarked
upon several new initiatives to counter the current negative environment within our
industry and expand our capacity to restore revenue growth. The Company requires
substantial working capital to fund the future growth of its business, particularly to
finance accounts receivable, sales and marketing efforts, and capital expenditures. The
Company currently has no commitments for capital expenditures. The Companys future
capital requirements will depend on many factors including the rate of revenue growth, if
any, the timing and extent of spending for new product and service development,
technological changes and market acceptance of the Companys services.

The Company believes that its current
cash position is sufficient to meet its capital expenditure and working capital
requirements for the near term, however, the growth and technological change of the market
make it difficult for the Company to predict future liquidity requirements with certainty.
Over the longer term, the Company must successfully execute its plans to increase revenue
and income streams that will generate significant positive cash flows if it is to sustain
adequate liquidity without impairing growth or requiring the infusion of additional funds
from external sources. Additionally, a major expansion, such as occurred with the
acquisition ORC and any other major new subsidiaries, might require external financing
that could include additional debt or equity capital. The Company obtained a one year
senior line of credit from RBC-Centura in October 2004 for up to $2.5 million dollars,
collateralized against the assets of the Company, which also allows for the expansion of
this line of credit up to $5.0 million upon the successful completion of an additional
acquisition by the Company. Approximately $1.2 million dollars of the senior line of
credit was utilized in its acquisition of ORC. The Company additionally raised
approximately $3.6 million dollars in equity investments by Barron Partners, LP, as discussed
in the Form 8-K filed by the Company on October 29, 2004, as amended on November 2, 2004,
and in the Form 8-K filed by the Company on November 4, 2004, that were used in the
acquisition of ORC. There can be no assurance that additional financing, if required, will
be available on acceptable terms, if at all, for the Companys future acquisitions
and growth strategy.

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# Other

Inflation has not had a significant
effect on the Companys operations, as increased costs to the Company have generally
been offset by increased prices of services sold.

The preparation of financial
statements in conformity with US GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.

This report contains forward-looking
statements setting forth the Companys beliefs or expectations relating to future
revenues, profitability, and performance. Statements that contain words such as
believes, expects, anticipates, intends,
estimates, or similar expressions are forward-looking statements.
Forward-looking statements involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such forward-looking statements.
Actual results may differ materially from projected or expected results due to changes in
the demand for the Companys products and services, uncertainties relating to the
results of operations, dependence on its major customers, risks associated with rapid
technological change and the emerging services market, potential fluctuations in quarterly
results, its dependence on key employees, its ability to successfully effect acquisitions
of and mergers with other companies, and other risks and uncertainties affecting the
technology industry generally. The Company disclaims any intent or obligation to up-date
publicly these forward-looking statements, whether as a result of new information, future
events or otherwise.

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# ITEM 4. CONTROLS AND
PROCEDURES

Disclosure Control and
Procedures

An evaluation was carried out under
the supervision and with the participation of the Companys management, including our
Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(c) under the Securities
Exchange Act of 1934) as of September 30, 2004. Just before the filing of this Form 10-Q,
the Companys management discovered that the agent it had engaged during 2003 to
Edgarize and file the Companys definitive proxy statement, dated November 17, 2003
and used in connection with the Companys Annual Meeting of Shareholders held on
December 18, 2003, and the Companys 2003 Annual Report to Shareholders, did not in
fact make such filings. Furthermore, the Company subsequently identified a material
weakness in its internal control over financial reporting and the need for certain
restatements referred to below under Changes in Internal Control Over Financial
Reporting. As a result, the Companys Chief Executive Officer and Chief
Financial Officer have concluded that the Companys disclosure controls and
procedures were not effective as of September 30, 2004 to ensure that information required
to be disclosed by the Company in reports that it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in SEC
rules and forms.

Changes in Internal
Control Over Financial Reporting

The Company reported in its original
Form 10-Q that there had been no changes in the Companys internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred
during the quarter ended September 30, 2004, that materially affected or was reasonably
likely to materially affect, the Companys internal control over financial reporting.
However, in connection with the subsequent evaluation by the principal executive officer
and principal financial officer of the Company required by Rule 13a-15(d) under the
Securities Exchange Act of 1934, such officers subsequently determined that the following
change had occurred that materially affected the Companys internal control over
financial reporting relating to the quarter ending September 30, 2004.

During the fourth quarter of 2004, in
connection with the Companys preparation of an S-1 filing, the Company identified a
material weakness in the design of its internal control over financial reporting related
to insufficient technical accounting expertise within our accounting function to resolve
non-routine or complex accounting matters that occurred in connection with our acquisition
of Chesapeake Government Technologies, Inc. and the inaccurate determination of the
proper accounting treatment related to this acquisition. The material weakness in internal
controls resulted in the need to restate our financial results for the three and nine
month periods ended September 30, 2004.

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In order to remediate that material
weakness, we engaged a consulting firm in January 2005 with the requisite accounting
expertise, and are continuing to use the services of that firm in connection with such
complex accounting matters. That action constituted a change in the Companys
internal control over financial reporting that occurred during the first quarter of 2005.
To date, the Company has not expended any material costs, nor does it estimate it will
expend any material costs associated with engaging the accounting consultancy firm the
Company hired to assist it in its technical accounting requirements. The accounting
consultancy firm does not have any relationship with our current independent auditors.

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# PART II.

# OTHER INFORMATION

# ITEM 6. EXHIBITS AND
REPORTS ON FORM 8-K.

|(a) | Exhibits
|--- | --------

| | 31.1A | Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ----- | ---------------------------------------------------------------------------------------------------

| | 31.2A | Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ----- | ---------------------------------------------------------------------------------------------------

| | 32A | Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
| | --- | -------------------------------------------------------------------------------------------------------------------------------

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