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  SEPTEMBER 30, 2000
                                         ------------------
                                   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)

                   20251 CENTURY BLVD. GERMANTOWN, MD 20874
   -------------------------------------------------------------------------
     (Address of principal executive offices)                (Zip Code)

 Registrant's telephone number, including area code:  (301) 353-9500
                                                      --------------


   -------------------------------------------------------------------------
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 November 1,
2000; 12,984,913 shares of common stock, $.001 par value per share.


<PAGE>

                             WIDEPOINT CORPORATION

                                     INDEX


                                                                       PAGE NO.

PART I.         FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements

Consolidated Balance Sheets as of September 30, 2000
      (unaudited) and December 31, 1999 (audited)                            1

Consolidated Statements of Operations for the three and nine
      months ended September 30, 2000 and 1999 (unaudited)                   2

Consolidated Statements of Cash Flows for the three and nine
      months ended September 30, 2000 and 1999 (unaudited)                   3

Notes to 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                                                       16

PART II.        OTHER INFORMATION

Item 4.    Submission of Matters to a Vote of Security Holders               17

Item 5.    Exhibits and Reports on Form 8-K                                  17

SIGNATURES                                                                   18


<PAGE>

                         PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    WIDEPOINT CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                               September 30,   December 31,
                                                                                 2000              1999
                                                                            -------------     -------------
                                                                             (Unaudited)         (audited)
                                    ASSETS
<S>                                                                  <C>                       <C>
Current assets:
  Cash and cash equivalents                                          $  1,520,913              $   4,226,434
  Accounts receivable,
   net of allowance of $352,913 and $110,000, respectively              2,382,341                  5,548,123
  Prepaid expenses and other assets                                       283,926                    394,554
                                                                     -------------             --------------
  Total current assets                                                  4,187,180                 10,169,111

Property and equipment, net                                               565,060                    705,445
Intangible assets, net                                                  6,230,736                 10,114,400
Other assets                                                              121,585                          -
                                                                     -------------             --------------

  Total assets                                                       $ 11,104,561              $  20,988,956
                                                                     =============             ==============

                      LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                              $  1,974,228              $   3,230,698
  Current portion of capital lease obligation                              29,152                     27,149
  Current portion of long-term debt                                             0                  1,000,000
                                                                     -------------             --------------
  Total current liabilities                                             2,003,380                  4,257,847

Capital lease obligation, net of current portion                           32,138                     54,260
Long-term debt                                                                  0                  1,833,436
                                                                     -------------             --------------
  Total liabilities                                                     2,035,518                  6,145,543

Commitments and contingencies (Note 6)

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 and 12,949,913 shares issued and outstanding
    as of September 30, 2000 and December 31, 1999, respectively           12,985                     12,950
  Stock warrants                                                          280,000                    280,000
  Deferred compensation                                                   (68,086)                  (120,587)
  Additional paid-in capital                                           41,931,483                 41,763,268
  Accumulated deficit                                                 (33,087,339)               (27,092,218)
                                                                     -------------             --------------

  Total shareholders' equity                                            9,069,043                 14,843,413
                                                                     -------------             --------------
Total liabilities & shareholders' equity                             $  11,104,561             $  20,988,956
                                                                     ==============            ==============
</TABLE>

     The accompanying notes are an integral part of these balance sheets.


                                      1

<PAGE>

                    WIDEPOINT CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                        Three Months                    Nine Months
                                                      Ended September 30            Ended September 30
                                               ---------------------------        --------------------------
                                                   2000                1999           2000          1999
                                               ------------        ------------   ------------   -----------
                                                          (unaudited)                      (unaudited)
<S>                                            <C>                 <C>            <C>               <C>

Revenues:                                      $   3,055,321       $  8,052,063   $  10,616,342     $  20,237,439

Operating expenses:
  Cost of sales                                    1,682,578          3,610,179       5,811,819         8,817,420
  Sales and marketing                                426,018            635,852       1,592,832         1,853,178
  General and administrative                       2,279,565          2,326,816       7,413,550         6,575,406
  Facilities closing expense                         273,000                  -         273,000                 -
  Disposition of subsidiary                          694,220                  -         694,220                 -
  Depreciation and amortization                      238,624            430,097         716,733         1,251,299

                                               --------------      -------------  --------------    --------------

    Income (loss) from operations                 (2,538,684)         1,049,119      (5,885,812)        1,740,136
                                               --------------      -------------  --------------    --------------
Other income (expenses):
  Interest income                                     25,592             40,922          88,493            93,031
  Interest expense                                   (62,341)              (471)       (197,802)           (7,794)
  Other                                                    -            (14,541)              -             1,764
                                               --------------      -------------  --------------    --------------

Income (loss) before provision for income taxes   (2,575,433)         1,075,029      (5,995,121)        1,827,137
                                               --------------      -------------  --------------    --------------
Provision for income taxes                                 -             71,546               -            71,546

Net income (loss)                              $ (2,575,433)       $  1,003,483   $  (5,995,121)    $   1,755,591
                                               =============       =============  ==============    ==============
Basic net income (loss) per share              $      (0.20)       $       0.08   $      ( 0.46)    $        0.14
                                               =============       =============  ==============    ==============
Basic weighted average shares outstanding        12,984,913          12,949,913      12,984,913        12,949,913
                                               =============       =============  ==============    ==============
Diluted net income (loss) per share            $      (0.20)       $       0.08   $       (0.46)    $        0.14
                                               =============       =============  ==============    ==============
Diluted weighted average shares outstanding      12,984,913          12,989,865      12,984,913        13,001,077
                                               =============       =============  ==============    ==============
</TABLE>

       The accompanying notes are an integral part of these statements.


                                      2
<PAGE>

                    WIDEPOINT CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       Three Months                    Nine Months
                                                                     Ended September 30            Ended September 30
                                                              ---------------------------        --------------------------
                                                                    2000                1999           2000             1999
                                                                    ----                ----           ----             ----
                                                                    (unaudited)                           (unaudited)
<S>                                                            <C>                 <C>             <C>               <C>


Cash flows from operating activities:

  Net income (loss)                                            $ (2,575,433)       $  1,003,483    $ (5,995,121)     $  1,755,591
  Adjustments to reconcile loss to net cash:
    Depreciation and amortization expense                           238,624             430,097         716,733         1,251,299
    Disposition of subsidiary                                       694,220                   -         694,220                 -

  Changes in assets and liabilities:
    Accounts receivable                                             621,772          (1,243,434)      3,165,782        (3,303,281)
    Prepaid expenses and other assets                                28,694             113,223         (10,957)         (127,560)
    Accounts payable, accrued expenses, and other                   229,091             183,346      (1,184,645)          695,082
                                                               -------------       -------------   -------------     -------------

      Net cash provided by (used in) operating activities          (763,042)            486,715      (2,613,988)          271,131
                                                               -------------       -------------   -------------     -------------

Net cash used in investing activities:
  Purchases of property and equipment                               (32,428)           (201,868)        (71,414)         (282,120)
                                                               -------------       -------------   -------------     -------------

      Net cash used in investing activities                         (32,428)           (201,868)        (71,414)         (282,120)
                                                               -------------       -------------   -------------     -------------

Net cash used in financing activities:
  Net payments on long-term obligations                              (9,119)            (52,718)        (20,119)          (35,519)
                                                               -------------       -------------   -------------     -------------
Net cash used in financing activities                                (9,119)            (52,718)        (20,119)          (35,519)
                                                               -------------       -------------   -------------     -------------
Net increase (decrease) in cash                                    (804,590)            232,129      (2,705,521)          (46,508)
                                                               -------------       -------------   -------------     -------------
Cash, beginning of period                                         2,325,503           4,242,489       4,226,434         4,521,126
                                                               -------------       -------------   -------------     -------------

Cash, end of period                                            $  1,520,913        $  4,474,618    $  1,520,913      $  4,474,618
                                                               =============       =============   =============     =============

</TABLE>

       The accompanying notes are an integral part of these statements.


                                       3
<PAGE>

                    WIDEPOINT CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    BASIS OF PRESENTATION, ORGANIZATION, AND NATURE OF OPERATIONS:

BASIS OF PRESENTATION

      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 generally accepted accounting
principles for complete  financial  statements.  In the opinion of management,
all  adjustments,  consisting  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 (formerly known as ZMAX Corporation;  the "Company"), as
of December 31, 1999,  and the notes thereto  included in the Annual Report on
Form 10-K filed by the Company. The results of operations for the three months
and  the  nine  months  ended  September  30,  2000,  respectively,   are  not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000.

      On November 6, 1996, the Company acquired all of the outstanding  shares
of Century Services,  Inc. ("CSI"),  a Maryland  corporation.  On December 14,
1998, the Company acquired all the outstanding  shares of Eclipse  Information
Systems,  Inc. ("Eclipse"),  an Illinois corporation.  On October 1, 1999, the
Company  acquired  all  of  the  outstanding   shares  of  Parker   Management
Consultants,  Inc.  ("PMC"),  a Delaware  corporation.  In December  1999, the
Company    established    a    new    subsidiary,     WidePoint    Corporation
("WidePoint-Subsidiary")   which   effective   in   January   2000   began  to
substantially  provide all of the  Company's  services.  On May 25, 2000,  the
shareholders   of  the  Company   approved  the  amendment  of  the  Company's
Certificate  of  Incorporation  to change  the name of the  Company  from ZMAX
Corporation  to WidePoint  Corporation.  Effective  June 26, 2000, the trading
symbol  for the  Company's  Common  Stock on the  NASDAQ  SmallCap  Market was
changed  from  "ZMAX" to "WDPT"  as a result  of the  change in the  Company's
corporate  name from ZMAX  Corporation to WidePoint  Corporation.  On June 30,
2000,  the Company  merged CSI,  Eclipse,  and  WidePoint-Subsidiary  into the
Company,  with the Company  being the  surviving  entity in such  mergers.  In
September 2000, the Company implemented a refinement of its business strategy.
As part of this  restructuring,  the Company  closed and relocated its Company
headquarters to Chicago, Illinois. On September 29, 2000, the Company sold all
of the  outstanding  shares of PMC to a  third-party  purchaser.  The  Company
recorded expense of $273,000 associated with the office closings and a loss of
$694,220  associated with the disposition of the PMC subsidiary.  (See Note 3)
As of September 30, 2000,  the Company had  operations in Maryland,  Illinois,
and Ohio.  The  accompanying  consolidated  financial  statements  include the
accounts  of  these  acquired   entities  since  their   respective  dates  of
acquisition. All significant inter-company amounts have been eliminated.

NATURE OF OPERATIONS

      During 1998 and 1997, the Company's revenues were derived primarily from
millennium  services,  being the  primary  business  of CSI at the time of its
acquisition  by the  Company.  In  December  1998,  the Company  expanded  its


                                      4
<PAGE>

operations  through the acquisition of Eclipse.  Eclipse performed  management
and  information  systems  consulting  services.  In October 1999, the Company
further  expanded  its  operations  through the  acquisition  of PMC. PMC also
performed management and information systems consulting services.

      During 1999, the Company began to implement an intentional  shift in its
business mix away from millennium services and into management and information
systems consulting, with a specific focus on the Internet. In conjunction with
this shift to e-business,  the Company further  consolidated its operations by
merging many of its  subsidiaries  into itself and changing its corporate name
to further highlight these changes within the Company.  On September 29, 2000,
the Company sold all of the outstanding shares of PMC as part of the Company's
further refinement of its business  strategy.  As a result of the sale, all of
the goodwill and other  intangible  assets  remaining of PMC were written off.
The  Company  currently  specializes  in  providing  strategic  and  technical
expertise  in the realm of  e-business  and during the period  three months or
nine months ended  September 30, 2000,  had no revenues  related to millennium
services.

      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 in 1999 and
operating losses and negative cash flows from operations during the first nine
months of 2000. These losses and negative operating cash flows are expected to
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  equity or 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:

CASH AND CASH EQUIVALENTS

      Investments  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 September 30, 2000 and December 31, 1999, cash and
cash  equivalents  included  $1,081,807  and  $2,867,950,   respectively,   of
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.


                                      5

<PAGE>

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. 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. At
September 30, 2000 and December 31, 1999, unbilled accounts receivable totaled
$82,331 and $198,773, respectively.

SIGNIFICANT CUSTOMERS

      For the three months ended September 30, 2000, one customer individually
represented  13% of revenues.  For the three months ended  September 30, 1999,
two customers individually represented 23% and 10%, respectively, of revenues.
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  includes  amounts due from relatively large companies in a variety
of  industries  and  governments.  As of September  30, 2000,  no one customer
individually represented more that 10% of accounts receivable. As of September
30, 1999, two customers individually represented 32% and 12%, 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 of available evidence, it is more likely than not that
some portion or all of the net deferred tax asset will not be realized.

EARNINGS PER SHARE

      SFAS No. 128 "Earnings per share"  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.  Outstanding  shares in the three month and nine month  periods


                                      6
<PAGE>

ending  September 30, 1999 that were subject to  cancellation  agreements have
been included in either the basic or diluted  calculation.  The calculation of
the basic and diluted weighted average shares is shown below:

<TABLE>
<CAPTION>
                                                                       Three Months                    Nine Months
                                                                     Ended September 30            Ended September 30
                                                              ---------------------------        --------------------------
                                                                  2000                1999           2000          1999
                                                              ------------        ------------   ------------   -----------
                                                                    (unaudited)                      (unaudited)
<S>                                                            <C>                 <C>             <C>               <C>

WEIGHTED AVERAGE SHARE CALCULATIONS

Weighted average shares of common stock
  outstanding                                                  12,984,913          12,949,913      12,984,913        13,014,974

Less: Average number of cancelable shares
  common stock outstanding                                              -                   -               -           (65,061)
                                                               ------------        -----------     -----------       -----------

Basic weighted average shares outstanding                       12,984,913         12,949,913      12,984,913        12,949,913

Treasury stock effect of options and warrants                            -             39,952               -            51,164

Diluted weighted average shares outstanding                     12,984,913         12,989,865      12,984,913        13,001,077
                                                               ============        ===========     ===========       ===========

</TABLE>

NEW ACCOUNTING PRONOUNCEMENTS

      In December 1999, the Securities and Exchange  Commission ("SEC") issued
Staff  Accounting  Bulletin  ("SAB") 101,  "Revenue  Recognition  in Financial
Statements,"  which provides guidance related to revenue  recognition based on
interpretations  and practices followed by the SEC. SAB 101 requires companies
to report  any  changes  in  revenue  recognition  as a  cumulative  change in
accounting  principles in accordance with Accounting  Principles Board Opinion
20, "Accounting  Changes." The SEC subsequently  issued SAB 101A,  "Amendment:
Revenue Recognition in Financial  Statements," which delayed implementation of
SAB 101 until the Company's  second fiscal quarter of 2000 and SAB 101B, which
delays the  implementation  date of SAB 101 until no later than the  Company's
fourth  fiscal  quarter of 2000.  The Company is  currently  in the process of
evaluating  the  impact,  if any,  that  SAB 101  will  have on its  financial
position or results of operations.

SEGMENT REPORTING

      During  1998,  the  Company  adopted  SFAS No. 131 "  Disclosures  about
Segments of an Enterprise  and Related  Information".  SFAS No. 131 requires a
business enterprise,  based upon a management approach,  to disclose financial
and descriptive  information about its operating segments.  Operating segments
are components of an enterprise about which separate financial  information is
available and regularly  evaluated by the chief operating decision maker(s) of


                                      7
<PAGE>

an enterprise. Under this definition, the Company operated as a single segment
for all periods presented.

3.   DEBT:

PROMISSORY NOTE PAYABLE

      On  September  29,  2000,  the  Company  sold  100%  of the  issued  and
outstanding  capital stock of PMC to eHoldings,  Inc., a Maryland  corporation
(the  "Buyer"),  in  consideration  for the  transfer  from  the  Buyer to the
Company,  and the  subsequent  extinguishment  thereof by the Company,  of the
promissory  note in the  original  principal  amount of $3  million  which was
previously issued by the Company to the former sole shareholder of PMC as part
of the  consideration  previously  paid  by the  Company  when  it  originally
acquired PMC. The buyer had previously  acquired such promissory note from the
former shareholder of PMC.

      This $3.0 million note payable  previously accrued interest at a rate of
6  percent  per  annum.  The  principal  payments  were  due in  $1.0  million
installments on October 1, 2000, 2001 and 2002.  Interest  payments related to
this note were due on a quarterly  basis  commencing on December 31, 1999. The
Company imputed interest on this note at 8.5 percent and as a result, recorded
a discount on the  promissory  note payable of  approximately  $167,000.  This
discount was amortized on the effective  interest  method over the term of the
note until its extinguishments.

4.   STOCK SUBJECT TO CANCELLATION:

      In  September  1995,  the  Company   entered  into  stock   cancellation
agreements  with certain  stockholders  that provided for the  cancellation of
775,808 shares of Company common stock. In March 1997, 296,007 of these shares
were returned to the Company and canceled.  An additional  312,500 shares were
returned to the Company and canceled in December 1998.  The remaining  167,301
shares were returned to the Company and canceled in April 1999.

5.    STOCK WARRANTS:

      On September 20, 1999, the Company entered into a two-year  agreement to
engage an international investment banking firm to provide investment banking,
merger and acquisition and strategic  planning  services.  In conjunction with
the hiring of that firm,  the  Company  issued that firm a warrant to purchase
200,000  shares of Company  common  stock at $2.75 per share,  an amount  that
exceeded  the stock's  closing  sale price on that date.  The Company used the
Black-Scholes option pricing model to value this warrant and it was determined
to have a fair  value of  approximately  $140,000,  which is being  recognized
ratably over the term of the agreement.  This deferred  compensation  has been
reflected as a separate component of stockholders'  equity and as of September
30, 2000,  approximately $82,502 of expense had been recognized related to the
issuance of this warrant.

      On October 1, 1999,  the Company  issued a warrant to  purchase  200,000
shares of Company common stock at $5.00 per share, an amount that exceeded the
stock's closing sale price on that date, as part of the PMC  acquisition.  The
Company used the  Black-Scholes  option pricing model to value this warrant at


                                      8
<PAGE>

approximately  $140,000.  This value has been  reflected  as part of the stock
warrants  component 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.

6.   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 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, 1999.

      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   (formerly  known  as  ZMAX  Corporation;   the
"Company")  focuses on  acquiring,  building  and  operating  companies in the
information  technology ("IT") industry.  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 provides 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 provides IT consulting  services
focused in Enterprise  Resource  Planning  ("ERP").  During 1999,  the Company
established    a    new     subsidiary     named     WidePoint     Corporation
("WidePoint-Subsidiary").   During  the  first  half  of  2000,   the  Company
substantially   consolidated  all  of  the  Company's  IT  services  into  its
WidePoint-Subsidiary.  Further,  in June 2000, the Company merged CSI, Eclipse
and  WidePoint-Subsidiary  into  the  Company,  with  the  Company  being  the
surviving  entity in such  mergers.  In  conjunction  with such  mergers,  the
Company  changed  its  corporate  name  from  ZMAX  Corporation  to  WidePoint
Corporation  and changed the trading symbol for its common stock on the NASDAQ
SmallCap Market from "ZMAX" to "WDPT." On September 29, 2000, the Company sold
all  of  the  outstanding  shares  of  its  PMC  subsidiary  to a  third-party
purchaser.

      As a result of the sale by the Company on September 29, 2000, of all the
outstanding  capital  of stock of PMC,  the  results of  operation  of PMC are
included  in the  financial  statements  of the Company  through  such date of
disposition.  Prior to the date of  disposition,  the results of operations of
PMC are  included  in the  Company's  financial  statements  from such date of
acquisition.  Prior to that acquisition, PMC was a privately held company with
its headquarters  located in Laurel,  Maryland. A description of the Company's
prior acquisistion of PMC is set forth in the Company's Form 8-K/A as filed on
December 15, 1999,  with the Securities  and Exchange  Commission  ("SEC").  A
further description of the Company's sale of PMC is set forth in the Company's
Form 8-K filed on October 13, 2000.


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      As a result of the  acquisition  by the Company on December 14, 1998, of
all the  outstanding  capital  stock of Eclipse,  the results of operations of
Eclipse are included in the financial statements of the Company from that date
of  acquisition.  Prior to that  acquisition,  Eclipse  was a  privately  held
company  with its  headquarters  located  in  Oakbrook,  Illinois.  A  further
description of this transaction is set forth in the Company's Form 8-K/A filed
on March 1, 1999, with the SEC.

      As a result of the  acquisition  by the Company on November 6, 1996,  of
all the  outstanding  stock of CSI,  the  results  of  operations  of CSI were
included  in the  financial  statements  of the  Company  from  that  date  of
acquisition.  Through 1999, CSI marketed  millennium  services to a variety of
commercial and governmental organizations.

      During the first nine months of 2000,  the Company has integrated all of
the services of its subsidiaries into the Company.  During the next 12 months,
the  Company  intends  to  make  investments  in  the  expansion  and  further
development  of  additional  IT services and markets,  as well as pursue other
potentially  synergistic  acquisitions.  In view of these changes, the Company
believes the historical period-to-period  comparisons of its financial results
are not necessarily  indicative of future  performance.  Specifically,  as the
Company  increases  its  investments  in  other  IT  services,  it will  incur
training, salary and other costs prior to the recognition of related revenues.
In addition,  a significant  portion of the Company's revenues are expected to
be  derived  from a  relatively  small  number of  large-scale,  comprehensive
projects.  Consequently,  the Company's  revenues and operating results may be
subject to  substantial  fluctuations  in any given  year and from  quarter to
quarter.

      For the  three-month  period ended  September  30, 2000,  the  Company's
revenues decreased by $5.0 million to $3.1 million as compared to $8.1 million
for the three-month period ended September 30, 1999. For the nine month period
ended September 30, 2000, the Company's  revenues decreased by $9.6 million to
$10.6  million as compared to $20.2  million for the nine month  period  ended
September  30,  1999.  For each of the  three-month  period and the nine month
period  ended  September  30,  2000,  no  revenues  were  generated  by  CSI's
millennium  services.  The overall  decrease  in  revenues  during each of the
three-month  period and the nine month  period  ended  September  30, 2000 was
partially  offset by increased  non-millennium  services.  As a result of this
significant  and planned shift in the Company's  revenues away from millennium
services and into other IT services, the Company believes the period-to-period
comparisons of its financial results are not indicative of future performance.

      The Company's current cost structure  consists primarily of the salaries
and benefits paid to the  Company's  technical,  marketing and  administrative
personnel.   Amortization  and  depreciation   expenses  relate  to  property,
equipment  and  intangible  assets.  As a  result  of its plan to  expand  its
operations through internal growth and acquisitions, the Company expects these
costs to increase in future quarters.

      The Company's  profitability depends upon both the volume of service and
the Company's  ability to manage costs.  Because a significant  portion of the
Company's cost structure is related to salaries and benefits, the Company must
effectively manage these costs to achieve profitability.  In addition, certain
of  the  Company's   projects  may  be  priced  on  a  fixed  fee  basis.  The
profitability  on an individual  fixed fee project depends upon completing the
project within the estimated  number of staff hours and within the agreed upon


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time  frame.  To date,  the Company has  typically  been able to maintain  its
operating margins through efficiencies  achieved completing fixed fee projects
within budget, by offsetting  increases in consultant  salaries with increases
in consultant fees, and by effectively managing general overhead costs.

RESULTS OF OPERATIONS

                     THREE MONTHS ENDED SEPTEMBER 30, 2000
             AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1999

      REVENUES.  Revenues for the three month period ended September 30, 2000,
were $3.1 million,  a decrease of approximately  $5.0 million,  as compared to
revenues of $8.1 million for the three month period ended  September 30, 1999.
The decrease in revenues was primarily  attributable  to decreased  sales from
millennium  services and staff  augmentation  services that were not offset by
revenues from the Company's  intentional shift to project-based  E-value chain
services.

      GROSS  PROFIT.  Gross profit for the three month period ended  September
30, 2000,  was $1.4  million,  or 45% of revenues,  a decrease of $3.1 million
over gross profit of $4.4  million,  or 55% of  revenues,  for the three month
period ended September 30, 1999. The decline of gross profit was  attributable
to the traditionally  lower margins associated with IT consulting  services as
compared  to the  higher  margins  associated  with  millennium  services  and
software.

      SALES AND  MARKETING.  Sales and marketing  expenses for the three month
period ended  September  30, 2000,  were $0.4 million,  or 14% of revenues,  a
decrease of $0.2 million, as compared to $0.6 million, or 8% of revenues,  for
the three month period  ended  September  30, 1999.  The decrease in sales and
marketing expenses for the three months ended September 30, 2000 was primarily
attributable  to the release of sales personal  associated  with the Company's
CSI  subsidiary  which  primarily   performed  most  of  the  Company's  prior
millennium services.

      GENERAL AND ADMINISTRATIVE.  General and administrative expenses for the
three month period ended  September  30, 2000,  were $2.3  million,  or 75% of
revenues,  a decrease of less than $0.1 million,  as compared to $2.3 million,
or 28% of  revenues,  incurred by the Company for the three month period ended
September  30,  1999.  The  nominal  decrease  in general  and  administrative
expenses  for the three month period ended  September  30, 2000 was  primarily
attributable  to  a  refinement  in  business  strategy  associated  with  the
intentional shift of the Company's services from millennium  services and into
management and information systems consulting.

      FACILITIES  CLOSING  EXPENSE.  Facilities  closing expense for the three
month period ended September 30, 2000,  were $0.3 million,  or 9% of revenues.
The  facilities  closing  expense  is  related  to costs  associated  with the
elimination of the Company's Germantown and satellite locations.

      DISPOSITION OF SUBSIDIARY. The disposition of subsidiary expense for the
three month  period ended  September  30, 2000,  was $0.7  million,  or 23% of
revenues. The disposition of subsidiary expense is related to costs associated
with the Company's sale of its PMC subsidiary on September 29, 2000.


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<PAGE>

      DEPRECIATION AND  AMORTIZATION.  Depreciation and amortization  expenses
for the three month period ended  September 30, 2000, was $0.2 million,  or 8%
of revenues,  a decrease of $0.2 million,  as compared to $0.4 million of such
expenses,  or 5% of  revenues,  incurred  by the  Company  for the three month
period ended September 30, 1999. The decrease in depreciation and amortization
expenses  for the three month period ended  September  30, 2000 was  primarily
attributable to the write-off of certain intangible assets associated with the
Company's discontinued millennium services during the fourth quarter of 1999.

      OTHER INCOME (EXPENSE). Interest income for the three month period ended
September 30, 2000,  was $25,592,  or less than 1% of revenues,  a decrease of
$15,330 as  compared to $40,922,  or less than 1% of  revenues,  for the three
month period ended September 30, 1999. The decrease in interest income for the
three month period ended  September  30, 2000 was  primarily  attributable  to
lesser amounts of cash available for investment in overnight  sweep  accounts.
Interest  expense  for the three month  period  ended  September  30, 2000 was
$62,341, or 2% of revenues, an increase of $61,870 as compared to $471 or less
than 1% of revenues,  for the three month period ended September 30, 1999. The
increase in interest expense for the three months ended September 30, 2000 was
primarily attributable to the prior issuance of a $3.0 million promissory note
with an imputed  interest rate of 8.5% per annum which was included as part of
the  purchase  price paid by the  Company  in  conjunction  with its  original
acquisition of PMC in October 1999.

      NET INCOME (LOSS).  As a result of the above, the net loss for the three
month period ended September 30, 2000, was $2.6 million as compared to the net
income of approximately  $1.0 million for the three months ended September 30,
1999, which represents a difference of approximately $3.6 million.


                     NINE MONTHS ENDED SEPTEMBER 30, 2000
           AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999.

      REVENUES.  Revenues for the nine month period ended  September 30, 2000,
were $10.6 million, a decrease of approximately  $9.6 million,  as compared to
revenues of $20.2 million for the nine month period ended  September 30, 1999.
The decrease in revenues was primarily  attributable  to decreased  sales from
millennium  services and staff  augmentation  services that were not offset by
revenues from the Company's  intentional shift to project-based  E-value chain
services.

      GROSS PROFIT. Gross profit for the nine month period ended September 30,
2000,  was $4.8 million,  or 45% of revenues,  a decrease of $6.6 million over
gross profit of $11.4 million,  or 56% of revenues,  for the nine month period
ended  September  30, 1999.  The decline of gross profit was  attributable  to
lower margins  associated with the  introduction of new web enabled  services,
lower margins traditionally associated with IT consulting services as compared
to the higher margins associated with millennium services and software,  and a
cost overrun  associated  with a fixed price project that was accounted for in
accordance with Company policy.


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      SALES AND  MARKETING.  Sales and  marketing  expenses for the nine month
period ended  September  30, 2000,  were $1.6 million,  or 15% of revenues,  a
decrease of $0.3 million, as compared to $1.9 million, or 9% of revenues,  for
the nine month period  ended  September  30,  1999.  The decrease in sales and
marketing  expenses  for the nine month period  ended  September  30, 2000 was
primarily  attributable  to the release of sales personal  associated with the
Company's CSI subsidiary which primarily performed most of the Company's prior
millennium services.

      GENERAL AND ADMINISTRATIVE.  General and administrative expenses for the
nine month  period ended  September  30, 2000,  were $7.4  million,  or 70% of
revenues,  an increase of $0.8 million, as compared to $6.6 million, or 32% of
revenues,  incurred by the Company for the nine month period  ended  September
30,  1999.  The increase in general and  administrative  expenses for the nine
month period ended September 30, 2000 was primarily  attributable to increases
in non-billable  staff and training cost associated with the intentional shift
of the Company's  services from  millennium  services and into  management and
information systems consulting.

      FACILITIES  CLOSING  EXPENSE.  Facilities  closing  expense for the nine
month period ended  September 30, 2000,  was $0.3 million,  or 3% of revenues.
The  facilities  closing  expense  is  related  to costs  associated  with the
termination of the Company's Germantown and satellite locations.

      DISPOSITION OF SUBSIDIARY. The disposition of subsidiary expense for the
nine month  period  ended  September  30,  2000,  was $0.7  million,  or 7% of
revenues. The disposition of subsidiary expense is related to costs associated
with the Company's sale of its PMC subsidiary on September 29, 2000.

      DEPRECIATION AND  AMORTIZATION.  Depreciation and amortization  expenses
for the nine month period ended September 30, 2000,  were $0.7 million,  or 7%
of revenues,  a decrease of $0.5 million,  as compared to $1.3 million of such
expenses, or 6% of revenues, incurred by the Company for the nine month period
ended  September  30, 1999.  The  decrease in  depreciation  and  amortization
expenses  for  the  nine  months  ended   September  30,  2000  was  primarily
attributable to the write-off of certain intangible assets associated with the
Company's discontinued millennium services during the fourth quarter of 1999.

      OTHER INCOME (EXPENSE).  Interest income for the nine month period ended
September  30,  2000,  was $88,493,  or less than 1% of  revenues,  a decrease
increase of $4,538 as compared to $93,031, or less than 1% of revenues for the
nine month period ended  September 30, 1999.  The decrease in interest  income
for the nine months ended  September  30, 2000 was primarily  attributable  to
lesser amounts of cash available for investment in overnight  sweep  accounts.
Interest  expense for the nine months ended  September  30, 2000 was $197,802.
The increase in interest  expense for the nine months ended September 30, 2000
was primarily  attributable to the issuance of a $3.0 million  promissory note
with an imputed  interest rate of 8.5% per annum which was included as part of
the  purchase  price  paid  by the  Company  in  conjunction  with  its  prior
acquisition of PMC in October 1999.

      NET INCOME (LOSS).  As a result of the above,  the net loss for the nine
months  ended  September  30,  2000,  was $5.9  million as compared to the net
income of  approximately  $1.8 million for the nine months ended September 30,
1999, which represents a difference of approximately $7.8 million.


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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 September
30,  2000,  was  approximately  $0.8  million as compared to cash  provided by
operating activities of $0.5 million for the quarter ended September 30, 1999.
The increase in cash used in  operations  during the third quarter of 2000 was
primarily a result of the net loss from the Company's  operations  and closing
expenses of the Company's Germantown, Maryland office. Capital expenditures on
property and  equipment  were less than $0.1  million for the  quarters  ended
September 30, 2000, and 1999.

      As of  September  30,  2000,  the  Company  had net  working  capital of
approximately $2.2 million. The Company's primary source of liquidity consists
of approximately  $1.5 million in cash and cash equivalents and  approximately
$2.4 million of accounts receivable. The Company's current liabilities include
$2.0 million in accounts payable and accrued expenses.

      The market for the  Company's  services is expanding  and the  Company's
business environment is characterized by rapid technological changes. In 1999,
the Company began to shift away from millennium  services and has consolidated
its current  subsidiaries  into one operating  company.  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  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 would occur with the acquisition of a
major new subsidiary, might also require external financing that could include
additional  debt  or  capital.  There  can  be no  assurance  that  additional
financing, if required, will be available on acceptable terms, if at all.

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 generally
accepted  accounting  principles  requires  management  to make  estimates and
assumptions  that affect the reported  amounts of assets and  liabilities  and


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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   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


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PART II. OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM  5. EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

      The following exhibit is filed herewith:

        27 - Financial Data Schedule

(b)   REPORTS ON FORM 8-K

        On October 13, 2000,  the Company filed a Form 8-K with the Securities
        and Exchange  Commission  reporting the sale on September 29, 2000, of
        Parker Management Consultants, Ltd., a Delaware corporation.


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                                  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:  November 20, 2000         /s/MICHAEL C. HIGGINS
                                 ---------------------
                                 Michael C. Higgins
                                 President


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

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