SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the quarterly period ended               June 30, 2002
                                    --------------------------------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from                      to
                                    --------------------    --------------------

                     Commission file number    000-23967
                                            ---------------

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

         Delaware                                          52-2040275
--------------------------------------------------------------------------------
(State or other jurisdiction of                (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
                                                         --------------

One Mid America Plaza, Suite 403, Oakbrook Terrace, Ill      60181
--------------------------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.

     Indicate by check whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
    -----            -----

     APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of August 10,
2002: 15,579,913 shares of common stock, $.001 par value per share.


<PAGE>

                              WIDEPOINT CORPORATION

                                      INDEX

                                                                        Page No.
                                                                        --------

Part I.   FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements

          Condensed Consolidated Balance Sheets as of
           June 30, 2002 (unaudited) and  December 31, 2001
           (audited)                                                         1

          Condensed Consolidated Statements of Operations
           for the three and six months ended June 30, 2002
           and 2001 (unaudited)                                              2

          Condensed Consolidated Statements of Cash Flows
           for the three and six months ended June 30, 2002
           and 2001 (unaudited)                                              3

          Notes to Condensed Consolidated Financial Statements               4

Item 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations                              10

Item 3.   Quantitative and Qualitative Disclosures About
           Market Risk                                                      15


Part II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders               16

Item 5.   Other Information                                                 16

Item 6.   Exhibits and Reports on Form 8-K                                  16


SIGNATURES                                                                  17

<PAGE>
                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                     WIDEPOINT CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                June 30,       December 31,
                                                  2002             2001
                                              ------------     ------------
                                              (unaudited)       (audited)
                                ASSETS

Current assets:
  Cash and cash equivalents                   $  1,138,012     $  1,563,544
  Accounts receivable,
      net of allowance of $30,000                  535,597          459,983
  Prepaid expenses and other assets                 76,752           47,941
                                              ------------     ------------
  Total current assets                           1,750,361        2,071,468

Property and equipment, net                         26,733           63,758
Other assets                                        55,479           58,113
                                              ------------     ------------

  Total assets                                $  1,832,573     $  2,193,339
                                              ============     ============

                  LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                            $     72,562     $    110,339
  Accrued expenses                                 223,831          447,159
  Short term notes payable                          55,825                -
  Current portion of capital lease
   obligation                                       13,363           18,009
                                              ------------     ------------
  Total current liabilities                        365,581          575,507
                                              ------------     ------------

Long-term capital lease obligation,
 net of current portion                                657            6,421
                                              ------------     ------------
  Total liabilities                                366,238          581,928

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, 12,984,913
   shares issued and outstanding as of
   June 30, 2002 and December 31, 2001.             12,985           12,985
  Stock warrants                                   140,000          140,000
  Additional paid-in capital                    41,931,484       41,931,484
  Accumulated deficit                          (40,618,134)     (40,473,058)
                                              ------------     ------------
  Total shareholders' equity                     1,466,335        1,611,411
                                              ------------     ------------
Total liabilities & shareholders'
 equity                                       $  1,832,573     $  2,193,339
                                              ============     ============

        The accompanying notes are an integral part of these statements.

                                       1
<PAGE>


<TABLE>
                        WIDEPOINT CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF OPERATIONS


<CAPTION>
                                Three Months Ended June 30,    Six Months Ended June 30,
                                ---------------------------    -------------------------
                                    2002           2001           2002          2001
                                ---------------------------    -------------------------
                                        (unaudited)                   (unaudited)

<S>                              <C>           <C>             <C>           <C>
Revenues                         $  839,135     $1,645,872     $1,701,895    $3,845,739

Operating expenses:
  Cost of sales                     578,083        877,677      1,174,835     2,036,105
  Sales and marketing               140,295        182,761        280,972       428,650
  General and administrative        160,306        729,439        362,281     1,514,830
  Depreciation and
   amortization                      15,557        138,378         37,024       274,710
                                 ----------     ----------     ----------    ----------
    Income (loss) from
     operations                     (55,106)      (282,383)      (153,217)     (408,556)
                                 ----------     ----------     ----------    ----------

Other income (expenses), net          3,933         12,178          8,142        24,264

Net income (loss)                $  (51,173)    $ (270,205)    $ (145,075)   $ (386,292)
                                 ==========     ==========     ==========    ==========

Basic net income (loss) per
 share                           $    (0.00)    $    (0.02)    $    (0.01)   $    (0.03)
                                 ==========     ==========     ==========    ==========

Basic and weighted average
 shares outstanding              12,984,913     12,984,913     12,984,913    12,984,913
                                 ==========     ==========     ==========    ==========
</TABLE>


           The accompanying notes are an integral part of these statements.



                                          2
<PAGE>

<TABLE>
                                    WIDEPOINT CORPORATION AND SUBSIDIARIES

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                    Three Months Ended June 30,    Six Months Ended June 30,
                                                    ---------------------------    -------------------------
                                                        2002          2001            2002          2001
                                                    ---------------------------    -------------------------
                                                             (unaudited)                   (unaudited)
<S>                                                  <C>           <C>             <C>           <C>
Cash flows from operating activities:
  Net loss                                           $  (51,173)   $ (270,205)     $ (145,075)   $ (386,292)
  Adjustments to reconcile net loss to net cash:
    Depreciation and amortization expense                15,557       136,968          37,024       274,710
    (Loss) Gain on sale of property and equipment             -          (565)              -          (565)

  Changes in assets and liabilities:
    Accounts receivable                                  36,069       444,705         (75,614)      985,212
    Prepaid expenses and other assets                   (36,160)       11,025         (28,811)       50,886
    Other assets                                         13,631             -           2,633         1,899
    Accounts payable and accrued expenses               (55,653)     (354,386)       (261,105)     (437,659)
                                                     ----------    ----------      ----------    ----------
      Net cash (used in) provided by operating
       activities                                       (77,729)      (32,458)       (470,948)      488,191
                                                     ----------    ----------      ----------    ----------

  Net cash provided by (used in) investing
   activities:
    Purchases of property and equipment                       -             -               -       (17,733)
    Proceeds from sale of property and equipment              -         3,000               -         3,000
                                                     ----------    ----------      ----------    ----------
      Net cash provided by (used in) investing
       activities                                             -         3,000               -       (14,733)
                                                     ----------    ----------      ----------    ----------

  Net cash provided by (used in) provided by
   financing activities:
    Net borrowings on notes payable                      55,825             -          55,825             -
    Net (payments) on long-term obligations              (1,924)       (7,372)        (10,409)      (14,572)
                                                     ----------    ----------      ----------    ----------
      Net cash provided by (used in) provided
       by financing activities                           53,901        (7,372)         45,416       (14,572)
                                                     ----------    ----------      ----------    ----------

  Net (decrease) increase in cash                       (23,828)      (36,830)       (425,532)      458,886
                                                     ----------    ----------      ----------    ----------

  Cash, beginning of period                           1,161,840     1,581,412       1,563,544     1,085,696
                                                     ----------    ----------      ----------    ----------

  Cash, end of period                                $1,138,012    $1,544,582      $1,138,012    $1,544,582
                                                     ==========    ==========      ==========    ==========

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

                                                      3
<PAGE>

                     WIDEPOINT CORPORATION AND SUBSIDIARIES

              NOTES 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, 2001, 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 six months ended June 30, 2002, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002.

WidePoint Corporation is a consulting services firm specializing in planning,
managing and implementing Information Technology solutions. Its staff consists
of business and technical specialists that help clients improve their bottom
line and maintain a competitive edge in today's rapidly changing business
environment.

In 1996, the Company acquired all of the outstanding shares of Century Services,
Inc. ("CSI"), a corporation that provided re-engineering and information
processing services to users of large-scale computer systems. In December 1998,
the Company acquired all of the outstanding shares of Eclipse Information
Systems, Inc. ("Eclipse"), a corporation that provided IT consulting services
through several practice areas focused in distributed client server
technologies. In October 1999, the Company acquired all of the outstanding
shares of Parker Management Consulting, Ltd. ("PMC"), a corporation that
provided IT consulting services focused in Enterprise Resource Planning ("ERP").
During 1999, the Company established a new subsidiary named WidePoint
Corporation ("WidePoint-Subsidiary") and initiated operations in 2000 through
this subsidiary in an effort to fully transition the Company from a Year 2000
strategic solutions provider to an Internet Services company. In 2000, the
Company changed its corporate name from ZMAX Corporation to WidePoint
Corporation and changed the trading symbol for its common stock from "ZMAX" to
"WDPT." During this transition in 2000, the Company experienced several economic
reversals that included an unexpected rapid deterioration in Year 2000 services,
and a severe contraction in Internet related services. These negative events
prompted the Company to initiate a refinement in its strategy during 2000 and on
September 29, 2000, the Company sold all of the outstanding shares of its PMC
subsidiary to a third-party purchaser that resulted in the elimination of
materially all of the Company's long-term debt.

During 2001, the Company continued to further refine its strategy and
consolidate its operations in an attempt to minimize losses, conserve working
capital, and provide a flexible, scaleable, and efficient business model that
was more responsive to the evolving needs of the Company's markets and
customers. Although these actions served to somewhat limit losses, they did not

                                       4
<PAGE>

result in a resumption of revenue growth for the Company. Late in 2001, the
Board of Directors of the Company decided that an updated assessment of
strategic alternatives was in order, and soon thereafter decided that a newly
focused strategic direction, plan and leadership were required. These mandated
changes were initiated prior to the end of 2001 and continued during the first
and second calendar quarters of 2002. Consistent with the re-focus mandated by
the Board, and the materially deteriorated values of assets acquired in earlier
acquisitions, the Company recorded an impairment of the remaining intangible
assets associated with the acquisition of Eclipse that were acquired in December
1998.

The Company's operations are subject to certain risks and uncertainties,
including among others: rapidly changing technology; current and potential
competitors with greater financial, technological, production and marketing
resources; reliance on certain significant customers; the need to develop
additional products and services; the integration of acquired businesses;
dependence upon strategic alliances; the need for additional technical
personnel; dependence on key management personnel; management of growth;
uncertainty of future profitability; and possible fluctuations in financial
results. The Company has devoted substantial resources to shifting its business
mix to comprehensive e-business services and implementing a refined strategy. As
a result, the Company experienced operating losses and negative cash flows in
2000 and in 2001. These losses and negative operating cash flows may continue
for additional periods in the future. There can be no assurance that the
Company's operations will become profitable or will produce positive cash flows.
The Company intends to fund its operational and capital requirements using cash
on hand and with debt financing that it may be able to arrange in the future.
There can be no assurance that such new financing will be available on terms
management finds acceptable or at all.

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
inter-company amounts have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, 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 consolidated financial
statements. The Company maintains cash and cash equivalents with various major
financial institutions. At June 30, 2002 and 2001, cash


                                       5
<PAGE>

and cash equivalents included $1,040,280 and $1,503,733, respectively, on
investments in overnight sweep 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.

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. Revenue from the resale
of hardware products is recognized upon shipment.

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.
There were no unbilled accounts receivable at June 30, 2002 and June 30, 2001,
respectively.

Significant Customers

For the three months ended June 30, 2002, four customers individually
represented 26%, 16%, 14%, and 11%, respectively, of revenue. For the six months
ended June 30, 2002, three customers individually represented 19%, 14%, and 12%,
respectively, of revenue. For the three months ended June 30, 2001, two
customers individually represented 18% and 11%, respectively, of revenue. For
the six months ended June 30, 2001, one customer represented 18% of revenue. Due
to the nature of the Company's business and the relative size of certain
contracts, the loss of any single significant customer could have a material
adverse effect on the Company's results of operations.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk
consist of cash and cash equivalents and accounts receivable. Accounts
receivable materially include amounts due from relatively large companies in a
variety of industries. As of June 30, 2002, two customers individually
represented 27% and 25%, respectively, of accounts receivable. As of June 30,
2001, three customers individually represented 14%, 12%, and 11%, respectively,
of accounts receivable.

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


                                       6
<PAGE>

of available evidence, it is more likely than not that some portion or all of
the net deferred tax asset will not be realized.

Basic and Diluted Net Loss Per Share

In March 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
128, "Earnings per Share." SFAS No. 128 requires dual presentation of basic and
diluted earnings 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 shares of common
stock outstanding at June 30, 2002 and 2001, has not been included in the
calculation of the net loss per share as such effect would have been
antidilutive. As a result of these items, the basic and diluted loss per share
for all periods presented are identical.

Reclassifications

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

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.

New accounting pronouncements

On July 20, 2001, the FASB issued Statement of Financial Accounting Standards
No.141 ("SFAS No. 141"), "Business Combinations," and Statement of Financial
Accounting Standards No. 142 ("SFAS No. 142"), "Goodwill and Intangible Assets."
SFAS No. 141 is effective for all business combinations completed after June 30,
2001. SFAS No. 142 is effective for fiscal years beginning after December 15,
2001; however, certain provisions of such Statement apply to goodwill and other
intangible assets acquired between July 1, 2001, and the effective date of SFAS
No. 142. Major provisions of these Statements and their effective dates for the
Company are as follows:

1. All business combinations initiated after June 30, 2001, must use the
purchase method of accounting. The pooling of interest method of accounting is
prohibited except for transactions initiated before July 1, 2001.
2. Intangible assets acquired in a business combination must be recorded
separately from goodwill if they arise from contractual or other legal rights or
are separable from the acquired entity and can be sold, transferred, licensed,
rented or exchanged, either individually or as part of a related contract, asset
or liability.

                                       7
<PAGE>

3. Goodwill, as well as intangible assets with indefinite lives, acquired after
June 30, 2001, will not be amortized. Effective January 1, 2002, all previously
recognized goodwill and intangible assets with indefinite lives will no longer
be subject to amortization.
4. Effective January 1, 2002, goodwill and intangible assets with indefinite
lives will be tested for impairment annually and whenever there is an impairment
indicator.
5. All acquired goodwill must be assigned to reporting units for purposes of
impairment testing and segment reporting.

As of December 31, 2001, the Company does not have any intangible assets
recorded on the books, and, therefore, will not be currently affected by SFAS
No. 141 or SFAS No. 142.

During 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," to address significant implementation issues
related to SFAS No.121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," and to develop a single accounting
model to account for long-lived assets to be disposed of. SFAS No. 144 carries
over the recognition and measurement provisions of SFAS No.121. Accordingly, an
entity should recognize an impairment loss if the carrying amount of a
long-lived asset or asset group (a) is not recoverable and (b) exceeds its fair
value. Similar to SFAS No.121, SFAS No.144 requires an entity to test an asset
or asset group for impairment whenever events or circumstances indicate that its
carrying amount may not be recoverable. SFAS No.144 provide guidance on
estimating future cash flows to test recoverability. SFAS No.144 includes
criteria that have to be met for an entity to classify a long-lived asset or
asset group as held for sale. However, if the criteria to classify an asset as
held for sale are met after the balance sheet date but before the issuance of
the financial statements, the asset group would continue to be classified as
held and used in those financial statements when issued, which is a change from
current practice. The measurement of a long-lived asset or asset group
classified as held for sale is at the lower of its carrying amount of fair value
less cost to sell. Expected future losses associated with the operations of a
long-lived asset or asset group classified as held for sale are excluded from
that measurement.

SFAS No.144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001, and interim periods within those fiscal
years. However, the provisions of SFAS No.144 related to assets to be disposed
of are effective for disposal activities initiated by an entity's commitment to
a plan after the effective date or after the Statement are initially applied.

3.   Stock Warrants:

Stock Warrants

On September 20, 1999, the Company entered in a two-year agreement with an
international investment banking firm to provide investment banking, mergers and
acquisitions and strategic planning services. In conjunction with this
agreement, the Company issued a stock warrant to purchase 200,000 shares of
common stock at $2.75 per share, an amount that exceeded the stock's trading
price on that date. The Company used a fair-value option pricing model to value
this stock warrant, and it was determined to have a fair value of approximately
$140,000 at the date of grant.


                                       8
<PAGE>

The deferred compensation associated with the warrant was reflected as a
separate component of stockholders' equity. As of September 30, 2001, because
the exercise price of the warrant significantly exceeded the fair value of the
Company's common stock, the fair value of the warrant as measured under a
fair-value option pricing model was zero.

On October 1, 1999, the Company issued a stock warrant to purchase 200,000
shares of common stock at $5.00 per share, an amount that exceeded the stock's
trading price on that date, as part of the PMC acquisition. The warrant has a
term of 3 years. The Company used a fair-value option pricing model to value
this stock warrant at approximately $140,000. This value has been reflected as
part of stock warrants in the stockholders' equity section of the consolidated
balance sheet and has been included as part of the Company's purchase accounting
for the PMC acquisition. This warrant remains outstanding subsequent to the sale
of the PMC subsidiary and will expire on October 1, 2002.

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.


                                       9
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSISOF 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,
2001.

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 clients maintain a
competitive edge in today's rapidly changing business environment. WidePoint
focuses on providing end results with significant, tangible business benefits.
Our consultants possess recognized industry-standard certifications and years of
successful project experience. Since 1996, WidePoint has focused on leveraging
leading edge technologies, methodologies and consultants to help clients improve
their business performance. 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.

In 1996, the Company acquired all of the outstanding shares of Century Services,
Inc. ("CSI"), a corporation that provided re-engineering and information
processing services to users of large-scale computer systems. In December 1998,
the Company acquired all of the outstanding shares of Eclipse Information
Systems, Inc. ("Eclipse"), a corporation that provided IT consulting services
through several practice areas focused in distributed client server
technologies. In October 1999, the Company acquired all of the outstanding
shares of Parker Management Consultants, Ltd. ("PMC"), a corporation that
provided IT consulting services focused in Enterprise Resource Planning ("ERP").
During 1999, the Company established a new subsidiary named WidePoint
Corporation ("WidePoint-Subsidiary") and initiated operations in 2000 through
this subsidiary in an effort to fully transition the Company from a Year 2000
strategic solutions provider to an Internet services company. In 2000, the
Company changed its corporate name from ZMAX Corporation to WidePoint
Corporation and changed the trading symbol for its common stock from "ZMAX" to
"WDPT." During this transition in 2000, the Company experienced several economic
reversals that included an unexpectedly rapid deterioration in Year 2000
services, and a severe contraction in Internet related services. These negative
events prompted the Company to initiate a refinement in its strategy during 2000
and on September 29, 2000, the Company sold all of the outstanding shares of its
PMC subsidiary to a third-party purchaser that resulted in the elimination of
substantially all of the Company's long-term debt.

                                       10
<PAGE>

During 2001, the Company continued to refine its strategy and consolidate its
operations in an attempt to minimize losses, conserve working capital, and
provide a flexible, scaleable, and efficient business model that was more
responsive to the evolving needs of the Company's markets and customers.
Although these actions served to decrease losses, they did not result in a
resumption of revenue growth for the Company. In the latter part of 2001, the
Board of Directors of the Company decided that an updated assessment of
strategic alternatives was in order, and soon thereafter decided that a newly
focused strategic direction, plan and leadership were required. These mandated
changes were initiated prior to the end of 2001 and continued during the first
and second calendar quarters of 2002. Consistent with such changes initiated by
the Board, and the materially deteriorated values of assets acquired in earlier
acquisitions, the Company recorded an impairment of the remaining intangible
assets associated with the acquisition of Eclipse that were acquired in December
1998.

For the quarter ended June 30, 2002, the Company's revenues decreased from
approximately $1.6 million in 2001 to approximately $0.8 million in 2002. For
the six month period ended June 30, 2002, the Company's revenues decreased from
approximately $3.8 million in 2001 to approximately $1.7 million in 2001. This
decrease was materially due to a reduction in demand for the Company's billable
consultants as a result of an economic slowdown that constrained technology
investment in the marketplace during 2001 and the first half of 2002. The
Company continues to operate within an environment of constrained technology
investment in 2002, but anticipates revenue improvements for the third quarter
of 2002. While the Company anticipates revenue improvements in the near term,
operating margins continue to witness weakness as a result of negative current
economic conditions within our marketplace.

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 merger and acquisition
of new personnel and assets. Therefore, the Company anticipates these costs may
increase.

The Company's profitability depends upon both the volume of services performed
and the Company's ability to manage operating margins and general expenses.
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. During this economic slowdown the Company witnessed a degradation of
its operating margins. To partially offset the decrease in operating margins the
Company has decreased general expenses. To be successful the Company must
continue to win new business and manage its operating margins along with its
general overhead costs.

                                       11
<PAGE>


Results of Operations

Three Months Ended June 30, 2002 as Compared to Three Months Ended June 30, 2001
--------------------------------------------------------------------------------

     Revenues. Revenues for the three month period ended June 30, 2002, were
$0.8 million, a decrease of approximately $0.8 million, as compared to revenues
of $1.6 million for the three month period ended June 30, 2001. The decrease was
materially due to a reduction in billable consultants as a result of the
economic slowdown that constrained technology investment and new technology
software development projects in the marketplace in 2001 and mid 2002.

     Gross profit. Gross profit for the three month period ended June 30, 2002,
was $0.3 million, or 31% of revenues, a decrease of $0.7 million from gross
profit of $0.8 million, or 53% of revenues, for the three month period ended
June 30, 2001. The decline of gross profit was materially attributable to a
decline in revenues and a reduction in gross margin as a result of negative
pricing pressures that are present within the current marketplace for the
company's services.

     Sales and marketing. Sales and marketing expenses for the three month
period ended June 30, 2002, were $0.1 million, or 17% of revenues, a decrease of
$0.1 million, as compared to $0.2 million, or 11% of revenues, for the three
month period ended June 30, 2001. The decrease in sales and marketing expenses
for the three months ended June 30, 2002, was primarily attributable to a
reduction in sales commissions earned and other administrative actions the
Company undertook in the second half of 2001 that attempted to align sales and
marketing expenses to those of future anticipated revenue streams.

     General and administrative. General and administrative expenses for the
three month period ended June 30, 2002, were $0.2 million, or 19% of revenues, a
decrease of $0.6 million, as compared to $0.8 million, or 44% of revenues,
incurred by the Company for the three month period ended June 30, 2001. The
decrease in general and administrative expenses for the three months ended June
30, 2002, was primarily attributable to a reduction in general personnel support
and overhead costs associated with the Company's goals of attempting to match
future expenses with future revenue streams.

     Depreciation and amortization. Depreciation and amortization expenses for
the three month period ended June 30, 2002, was $15,557, or 2% of revenues, a
decrease of $122,821, as compared to $138,378 of such expenses, or 8% of
revenues, incurred by the Company for the three month period ended June 30,
2001. The decrease in depreciation and amortization expenses for the three month
period ended June 30, 2002, was primarily attributable to the impairment charge
associated with the write-off of certain intangible assets associated with the
Company's Eclipse subsidiary in the fourth quarter of 2001 and a reduction in
capital purchases by the Company during the first half of 2002.

     Other income (expense), net. Interest income (expense), net for the three
month period ended June 30, 2002, was $3,933, or less than 1% of revenues, a
decrease of $8,245 as compared to $12,178, or less than 1% of revenues, for the
three month period ended June 30, 2001. The decrease in interest income
(expense), net for the three month period ended June 30, 2002, was

                                       12
<PAGE>

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 June 30, 2002, was approximately $51,000 as compared to the net
loss of approximately $270,000 for the three months ended June 30, 2001.


Six Months Ended June 30, 2002 as Compared to Six Months Ended June 30, 2001
----------------------------------------------------------------------------

     Revenues. Revenues for the six month period ended June 30, 2002, were $1.7
million, a decrease of approximately $2.1 million, as compared to revenues of
$3.8 million for the six month period ended June 30, 2001. The decrease resulted
from a reduction in new technology software development projects by the
Company's clients which reduced demand for the Company's billable consultants.

     Gross profit. Gross profit for the six month period ended June 30, 2002,
was $0.5 million, or 31% of revenues, a decrease of $1.3 million from gross
profit of $1.8 million, or 47% of revenues, for the six month period ended June
30, 2001. The decline of gross profit was materially attributable to negative
pricing pressures within a more competitive environment due lesser demand for
the Company's services within the current marketplace.

     Sales and marketing. Sales and marketing expenses for the six month period
ended June 30, 2002, were $0.3 million, or 17% of revenues, a decrease of $0.1
million, as compared to $0.4 million, or 11% of revenues, for the six month
period ended June 30, 2001. The decrease in sales and marketing expenses for the
six months ended June 30, 2002, was primarily attributable to a reduction in
sales commissions earned and other administrative actions the Company undertook
in the second half of 2001 that attempted to align sales and marketing expenses
to those of future anticipated revenue streams.

     General and administrative. General and administrative expenses for the six
month period ended June 30, 2002, were $0.4 million, or 21% of revenues, a
decrease of $1.2 million, as compared to $1.5 million, or 39% of revenues,
incurred by the Company for the six month period ended June 30, 2001. The
decrease in general and administrative expenses for the six months ended June
30, 2002, was primarily attributable to a reduction in general personnel
overhead and support costs associated with Company's goals of attempting to
match future expenses with future revenue streams.

     Depreciation and amortization. Depreciation and amortization expenses for
the six month period ended June 30, 2002, was $37,024, or 2% of revenues, a
decrease of $237,686, as compared to $274,710 of such expenses, or 7% of
revenues, incurred by the Company for the six month period ended June 30, 2001.
The decrease in depreciation and amortization expenses for the six month period
ended June 30, 2002, was primarily attributable to the impairment charge
associated with the write-off of certain intangible assets associated with the
Company's Eclipse subsidiary in the fourth quarter of 2001 and a reduction in
capital purchases by the Company during the first half of 2002.

                                       13
<PAGE>

     Other income (expense),net. Interest income (expense), net for the six
month period ended June 30, 2002, was $8,142, or less than 1% of revenues, a
decrease of $16,122 as compared to $24,264, or less than 1% of revenues, for the
six month period ended June 30, 2001. The decrease in interest income (expense),
net for the three month period ended June 30, 2002, 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 six month period
ended June 30, 2002, was approximately $145,000 as compared to the net loss of
approximately $386,000 for the six months ended June 30, 2001.


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 the convertible exchangeable debentures.
Cash used in operating activities for the quarter ended June 30, 2002, was
approximately $78,000 as compared to cash used by operating activities of
approximately $32,000 for the quarter ended June 30, 2001. The increase in cash
used by operations during the first quarter of 2002 was primarily a result of an
increase in days sales outstanding in accounts receivable and a reduction in
accounts payable and accrued expenses as a result of the payout of an employee
separation agreement in the first quarter of 2002, an increase in the final
payout of vacation accruals associated with the Company's reduced consultant
base, and a reduction in accounts payable associated with the declining expense
base associated with the Company's current revenue base. There was no material
amount of capital expenditures on property for the quarters ended June 30, 2002
and 2001.

     As of June 30, 2002, the Company had net working capital of approximately
$1.4 million. The Company's primary source of liquidity consists of
approximately $1.1 million in cash and cash equivalents and approximately $0.5
million of accounts receivable. The Company's current liabilities include $0.4
million in accounts payable and accrued expenses.


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.

                                       14
<PAGE>

     This report contains forward-looking statements setting forth the Company's
beliefs or expectations relating to future revenues and profitability. 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 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.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.



                                       15
<PAGE>

                                    PART II.
                                OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds.
------    ------------------------------------------

     (c)  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
full-recourse, interest bearing promissory note issued by each such person to
the Company in the principal amount of $60,550.00, or $181,650.00 in the
aggregate (which equals $0.07 per share, being the closing price of the
Company's common stock on July 8, 2002).


Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          The following exhibits are filed herewith:

          10.1 - Stock Purchase Agreement between WidePoint Corporation and
                 Steve L. Komar.
          10.2 - Stock Purchase Agreement between WidePoint Corporation and
                 James T. McCubbin.
          10.3 - Stock Purchase Agreement between WidePoint Corporation and
                 Mark F. Mirabile.
          10.4 - Employment Agreement between WidePoint Corporation and
                 Steve L. Komar.
          10.5 - Employment Agreement between WidePoint Corporation and
                 James T. McCubbin.
          10.6 - Employment Agreement between WidePoint Corporation and
                 Mark F. Mirabile.
          99.1 - Written Statement of Chief Executive Officer Pursuant to
                 18 U.S.C. Section 1350.
          99.2 - Written Statement of Chief Financial Officer Pursuant to
                 18 U.S.C. Section 1350.


     (b)  Reports on Form 8-K

          None.


                                       16
<PAGE>


                                   SIGNATURES


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


                                           WIDEPOINT CORPORATION


Date:    August 14, 2002                   /s/ STEVE L. KOMAR
                                           -------------------------------------
                                           Steve L. Komar
                                           President and Chief Executive Officer




                                           /s/ JAMES T. MCCUBBIN
                                           -------------------------------------
                                           James T. McCubbin
                                           Vice President - Principal Financial
                                           and Accounting Officer



                                       17