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, 2003
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

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 incorporation or organization) | (I.R.S. Employer Identification No.)

|                                                                               |           
|------------------------------------------------------------------------------ | ----------
|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

Indicate
by check mark  whether the  registrant  is an  accelerated  filer (as defined in Rule
12b-2 under the Securities Exchange Act of 1934).Yes       No  X

APPLICABLE
ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of November 5, 2003: 15,579,913 shares of common
stock, $.001 par value per share.

---

# WIDEPOINT CORPORATION

INDEX

|               |                                                                                                                               | Page No.
|-------------- | ----------------------------------------------------------------------------------------------------------------------------- | --------
|Part I.        | FINANCIAL INFORMATION                                                                                                         |         
|Item 1.        | Condensed Consolidated Financial Statements                                                                                   |         
|               | Condensed Consolidated Balance Sheets as of September 30, 2003,
  (unaudited) and December 31, 2002                           | 1       
|               | Condensed Consolidated Statements of Operations for the three
  and nine months ended September 30, 2003 and 2002 (unaudited) | 2       
|               | Condensed Consolidated Statements of Cash Flows for the three
  and nine months ended September 30, 2003 and 2002 (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                                                                  | 16      
|Item 4.        | Controls and Procedures                                                                                                       | 16      
|Part II.       | OTHER INFORMATION                                                                                                             |         
|Item 6.        | Exhibits and Reports on Form 8-K                                                                                              | 16      
|SIGNATURES     |                                                                                                                               | 17      
|CERTIFICATIONS |                                                                                                                               | 18      

---

# PART 1. FINANCIAL
INFORMATION

# ITEM 1.  CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS.

# WIDEPOINT CORPORATION
AND SUBSIDIARIES CONDENSED CONSOLIDATED
BALANCE SHEETS

|                                                              | September 30, 2003 |  | December 31, 2002
|------------------------------------------------------------- | ------------------ |  | -----------------
|ASSETS                                                        |                    |  | (unaudited)      
|Current assets:                                               |                    |  |                  
|Cash and cash equivalents                                     |                    |  | $                
|Accounts receivable,                                          |                    | 
|net of allowance of $1,800 and $3,950, respectively           |                    |  |                  
|Prepaid expenses and other assets                             |                    |  |                  
|                                                              |                   
|Total current assets                                          |                    |  |                  
|Property and equipment, net                                   |                    |  |                  
|Other assets                                                  |                    |  |                  
|                                                              |                   
|Total assets                                                  |                    |  | $                
|                                                              |                   
|LIABILITIES & SHAREHOLDERS' EQUITY                            |                    | 
|Current liabilities:                                          |                    | 
|Accounts payable                                              |                    |  | $                
|Accrued expenses                                              |                    |  |                  
|Current portion of capital lease obligation                   |                    |  |                  
|                                                              |                   
|Total current liabilities                                     |                    |  |                  
|Shareholders' equity                                          |                    | 
|Preferred stock, $0.001 par value, 10,000,000 shares          |                    | 
|authorized,                                                   |                    | 
|None issued and outstanding                                   |                    |  |                  
|Common stock, $0.001 par value, 50,000,000 shares authorized, |                    | 
|15,579,913 shares issued and outstanding                      |                    | 
|as of September 30, 2003 and December 31, 2002                |                    |  |                  
|Additional paid-in capital                                    |                    |  |                  
|Accumulated deficit                                           |                    |  |                  
|                                                              |                   
|Total shareholders' equity                                    |                    |  |                  
|                                                              |                   
|Total liabilities & shareholders' equity                      |                    |  | $                
|                                                              |                   
|                                                              |                    | 

The accompanying notes
are an integral part of these statements.

---

# WIDEPOINT CORPORATION
AND SUBSIDIARIES

# CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS

|                                                         | Three Months ended September 30, |  | Nine Months ended September 30, |           
|-------------------------------------------------------- | -------------------------------- |  | ------------------------------- | ----------
|
|
|Revenues                                                 |                                  |  | $                               | 759,262   
|Operating expenses:                                      |                                  | 
|Cost of sales                                            |                                  |  |                                 | 562,107   
|Sales and marketing                                      |                                  |  |                                 | 101,021   
|General & administrative                                 |                                  |  |                                 | 167,535   
|Depreciation & amortization                              |                                  |  |                                 | 3,386     
|                                                         |                                 
|                                                         |                                  |  |                                 |           
|Loss from operations                                     |                                  |  |                                 | (74,787   
|                                                         |                                  |  |                                 |           
|Other income (expenses), net:                            |                                  | 
|Interest income (expenses), net                          |                                  |  |                                 | 2,045     
|                                                         |                                 
|Net (loss)/income                                        |                                  |  | $                               | (72,742   
|                                                         |                                 
|Basic and diluted net loss per share                     |                                  |  | $                               | (0.00     
|                                                         |                                 
|Basic and diluted weighted average    shares outstanding |                                  |  |                                 | 15,579,913
|                                                         |                                 

The accompanying notes
are an integral part of these consolidated statements.

---

# WIDEPOINT CORPORATION
AND SUBSIDIARIES

# CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS

|                                            | Three Months ended September 30, |  | Nine Months ended September 30, |          
|------------------------------------------- | -------------------------------- |  | ------------------------------- | ---------
|
|
|Cash flows from operating activities:       |                                  |  |                                 |          
|Net (loss)/profit                           |                                  |  | $                               | (72,742  
|Adjustments to reconcile net (loss)/ profit |                                  | 
|to net cash provided (used in) operating    |                                  | 
|activities                                  |                                  | 
|Depreciation and amortization expense       |                                  |  |                                 | 3,386    
|Changes in assets and liabilities           |                                  | 
|Accounts receivable                         |                                  |  |                                 | 102,621  
|Prepaid expenses                            |                                  |  |                                 | 11,119   
|Other assets                                |                                  |  |                                 | 64,852   
|Accounts payable and accrued expenses       |                                  |  |                                 | (79,083  
|                                            |                                 
|Net cash provided by/(used in)              |                                  | 
|operating activities                        |                                  |  | $                               | 30,153   
|                                            |                                 
|Net cash used in investing activities:      |                                  | 
|Purchase of property and equipment          |                                  |  |                                 | --       
|                                            |                                 
|Net cash used in investing activities       |                                  |  | $                               | --       
|                                            |                                 
|Net cash (used in)/ provided by financing   |                                  | 
|Activities                                  |                                  | 
|Net (payments)/borrowings on                |                                  | 
|promissory notes                            |                                  |  |                                 | (7,579   
|Net payments on long-term obligations       |                                  |  |                                 | (648     
|                                            |                                 
|Net cash (used in)/provided by              |                                  | 
|financing activities                        |                                  |  | $                               | (8,227   
|                                            |                                 
|Net increase/(decrease) in cash             |                                  |  | $                               | 21,926   
|                                            |                                 
|Cash and equivalents, beginning of period   |                                  |  | $                               | 1,082,348
|                                            |                                 
|Cash and equivalents, end of period         |                                  |  | $                               | 1,104,274
|                                            |                                 
|                                            |                                  | 

The
accompanying notes are an integral part of these consolidated statements.

---

# 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,
2002, 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 nine months ended September
30, 2003, are not necessarily indicative of the results that may be expected for the year
ending December 31, 2003.

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

From 1999 through 2002, the Company
undertook several actions in an effort to transition the Company from a millennium
solutions provider to an IT services company which included establishing the WidePoint
brand, changing the corporate name and organizational structure and implementing a
strategy that was responsive to the evolving requirements of the Companys markets,
customers, asset base and capital structure.

During 2002 and 2003, the Company has
witnessed a negative economic environment within the commercial IT sector due to
constrained business investment and an excessive supply of IT Consultants which, as a
result, have both reduced gross margins and decreased demand for the IT services that the
Company provides to its customers. In its efforts to overcome the negative
environment and expand its revenue streams, the Company continues to implement and refine
its strategic plan which has included the launch of a federal business initiative, the
continued development of new technologies and capabilities focused within wireless
technologies, the development of various other practice areas and the initiation and
expansion of several alliances to expand the Companys ability to provide expanded
services and reach to a wider group of new customers.

Most of the Companys current
costs consist primarily of the salaries and benefits paid to the Companys technical,
marketing and administrative personnel. As a result of its plan to expand its operations
through new internal initiatives to expand revenue growth, the Company expects these costs
to increase. The Companys profitability depends upon both the volume of services
performed and the Companys ability to manage costs. Because a significant portion of
the Companys cost structure is labor related, the Company must effectively manage
these costs to achieve profitability. To date, the Company has attempted to maximize its
operating margins through efficiencies achieved by the use of the Companys
proprietary methodologies and by offsetting increases in consultant salaries with
increases in consultant fees received from clients. The current business environment has
witnessed an increase in the competitive environment for the Companys services and
as such the Company continues to witness declining average billable fees for its
consultants. The Company has not been able to fully offset the declining billable fees
with corresponding reductions in payments to our consultants. The Company anticipates that
this trend may continue until an economic recovery is further underway and unemployment
levels fall in which resource scarcity should improve the Companys margins.

|2. | Significant
Accounting Policies:
|-- | --------------------------------

Principles of
Consolidation

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

---

Use of Estimates

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

Cash and Cash Equivalents

Investments purchased with original
maturities of three months or less are considered cash equivalents for purposes of these
consolidated financial statements. The Company maintains cash and cash equivalents with
various major financial institutions. At September 30, 2003, and December 31, 2002, cash
and cash equivalents included $450,199 and $1,207,847, respectively, on investments in
interest bearing accounts. At times, cash balances held at financial institutions were in
excess of federally insured limits. The Company places its temporary cash investments with
high-credit, quality financial institutions, and as a result, the Company believes that no
significant concentration of credit risk exists with respect to these cash investments.

Accounts Receivable

The majority of the Companys
accounts receivable are due from established companies in the following industries:
manufacturing, consumer product goods, direct marketing, healthcare and other service
companies. As of September 30, 2003, four customers represented 18%, 15%, 15% and 12%
percent of accounts receivable, respectively. As of December 31, 2002, two customers
individually represented 41 and 11 percent of accounts receivable.

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

|Description                            | Balance at Beginning of Period |  | Additions Charged to Costs and Expenses |        | Deductions |   | Balance at End of Period | 
|-------------------------------------- | ------------------------------ |  | --------------------------------------- | ------ | ---------- | - | ------------------------ | 
|For the quarter ended December, 2002,  |                                |  |                                         |        |            |   |                          | 
|Allowance for doubtful accounts        |                                |  | $                                       | 30,000 |            | $ | 3,950                    | 
|For the quarter ended September, 2003, |                                | 
|Allowance for doubtful accounts        |                                |  | $                                       | 2,450  |            | $ | --                       | 

Unbilled accounts receivable on
time-and-materials contracts represent costs incurred and gross profit recognized near the
period-end but not billed until the following period. Unbilled accounts receivable on
fixed-price contracts consist of amounts incurred that are not yet billable under contract
terms. Unbilled accounts receivable totaled $1,975 and $5,483 at September 30, 2003 and
December 31, 2002, respectively.

Concentrations of Credit
Risk

Financial instruments that
potentially subject the Company to credit risk consist of cash and cash equivalents and
accounts receivable.

Fair Value of Financial
Instruments

WidePoint financial instruments
consist of cash, accounts receivable, accounts payable and accrued expenses. The fair
value of these financial instruments approximates their carrying value as of June 30,
2003, due to their short-term nature.

---

Revenue Recognition

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

Significant Customers

During the third quarter of 2003,
four customers individually represented 19%, 16%, 16% and 11% percent of revenue. During
the third quarter of 2002, three customers individually represented 27%, 15% and 13%
percent of revenue. For the nine months ended September 30, 2003, four customers
individually represented 18%, 14%, 14% and 13%, respectively, of revenue. For the nine
months ended September 30, 2002, three customers individually represented 22%, 15% and
13%, respectively, of revenue.

Income Taxes

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

Stock-based compensation

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

|                                           | Three Months ended September 30, |  | Nine Months ended September 30, |        
|------------------------------------------ | -------------------------------- |  | ------------------------------- | -------
|
|Net (loss)/income, as reported             |                                  |  | $                               | (72,742
|Deduct:  Total stock-based employee        |                                  | 
|compensation expense determined under fair |                                  | 
|value based method for awards granted,     |                                  | 
|modified, or settled, net of related tax   |                                  | 
|effects                                    |                                  |  |                                 | 152,364
|                                           |                                 
|Pro forma net loss                         |                                  |  | $                               | 225,106
|Earnings per share:                        |                                  | 
|Basic and diluted - as reported            |                                  |  | $                               | (0.00  
|Basic and diluted - pro forma              |                                  |  | $                               | (0.01  

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

For purposes of determining the
effect of these options, the fair value of each option is estimated on the date of grant
based on the Black-Scholes single-option pricing model assuming the following for the
three and nine months ended September 30, 2003 and 2002:

|                                                                                                           | 2003                           | 2002                 
|---------------------------------------------------------------------------------------------------------- | ------------------------------ | ---------------------
|Dividend yield             
Risk-free interest rate (%)
Volatility factor (%)      
Expected life in years | -     
2.70 - 4.13%
156%    
5 | -
2.70 - 4.13%
156%
5

---

Basic and Diluted Net
Loss Per Share

Basic income or loss per share
includes no dilution and is computed by dividing net income or loss by the
weighted-average number of common shares outstanding for the period. Diluted income or
loss per share includes the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock. The
treasury stock effect of options and warrants to purchase 1,816,000 and 2,427,000 shares
of common stock outstanding at September 30, 2003 and 2002, respectively, has not been
included in the calculation of the net loss per share as such effect would have been
anti-dilutive. As a result of these items, the basic and diluted loss per share for all
periods presented are identical.

Reclassifications

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

New accounting
pronouncements

In 2003, the FASB issued SFAS 149,
Amendment of Statement 133 on Derivative Instruments and Hedging Activities,
which amends SFAS 133 for certain decisions made by the FASB Derivatives Implementation
Group.  In particular, SFAS 149: (1) clarifies under what circumstances a contract
with an initial net investment meets the characteristic of a derivative; (2) clarifies
when a derivative contains a financing component; (3) amends the definition of an
underlying to conform it to language used in FASB Interpretation No. 45
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others; and (4) amends certain other existing
pronouncements.  This Statement is effective for contracts entered into or modified
after June 30, 2003, and for hedging relationships designated after June 30, 2003. In
addition, most provisions of SFAS 149 are to be applied prospectively.  The Company
does not expect the adoption of SFAS 149 to have a material impact on its financial
position, cash flows or results of operations.

In 2003, the FASB issued SFAS No.
150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity (SFAS 150).  SFAS 150 changes the accounting
for certain financial instruments that under previous guidance issuers could account for
as equity.  It requires that those instruments be classified as liabilities in
balance sheets.  The guidance in SFAS 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and otherwise is effective on
July 1, 2003.  The Company does not anticipate that the adoption of SFAS 150 will
have a material impact on its financial position, cash flows or results of operations.

|3. | Promissory
Notes:
|-- | -----------------

Promissory Notes

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

|4. | Commitments
and Contingencies:
|-- | ------------------------------

Litigation

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

---

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, 2002.

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

# Overview

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

The WidePoint approach is to apply a
structured delivery methodology based on industry standard best practices, enhanced with a
set of deliverable templates that increase productivity and effectiveness. 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. This focus continues to tie together the
Companys service offerings and future direction. WidePoints clients are
increasingly looking to harness the power of the Internet and leading IT technologies by
integrating these technologies with their existing systems as they transition, expand, and
refine their business environments.

From 1999 through 2002, the Company
undertook several actions in an effort to transition the Company from a millennium
solutions provider to an IT services company which included establishing the WidePoint
brand, changing the Corporate name and organizational structure and implementing a
strategy that was responsive to the evolving requirements of the Companys markets,
customers, asset base and capital structure.

During 2002 and 2003, the Company has
witnessed a negative economic environment within the commercial IT sector due to
constrained business investment and an excessive supply of IT Consultants which as a
result has both reduced gross margins and decreased demand for the IT services that the
Company provides to it customers. In its efforts to overcome the negative environment and
expand its revenue streams, the Company continues to implement and refine its strategic
plan which has included the launch of a federal business initiative, continued development
of new technologies and capabilities focused within wireless technologies, the development
of various other practice areas, and the initiation and expansion of several alliances to
expand the Companys ability to provide expanded services and reach to a wider group
of new customers.

For the Quarter ended September 30,
2003, revenue was approximately $759,000 as compared to revenue of approximately $917,000
for the Quarter ended September 30, 2002. For the nine months ended September 30, 2003,
revenue was approximately $2,497,000 as compared to revenue of approximately $2,619,000
for the nine months ended September 30, 2002. The decrease in revenues in both the three
months and the nine months ended September 30, 2003, was attributable to a lower average
bill rate, which was only partially offset by more billable hours in the third quarter of
2003. While the Company has witnessed a stabilization in billable hours worked during the
third quarter of 2003, pricing pressures within the industry have continued to place
downward pressure on average billable rates as compared to the second quarter of 2002. The
continued weakness within the IT marketplace continues to create negative pricing
pressures and an increase in competitiveness that creates a more difficult environment to
expand revenues for the Company. The Company anticipates these trends will continue for
the remainder of the year and as a result the Company continues to develop several
initiatives to expand its reach into new marketplaces that may assist the Company in
enhancing its ability to expand revenues in the future.

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

---

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

# Results of Operations

Three Months Ended
September 30, 2003, as Compared to Three Months Ended September 30, 2002

Revenue.  Revenue
for the three month period ended September 30, 2003, was           approximately $759,000
as compared to approximately $917,000 for the three month           period ended
September 30, 2002. The revenue decline was attributable to a lower           average
bill rate partially offset by an increase in billable hours for its           consultants
in the Quarter ending September 30, 2003, as compared to the Quarter           ended
September 30, 2002.

Gross
profit.Gross profit for the three month period ended September 30, 2003, was
approximately $197,000, or 26% of revenues, a decrease of approximately $62,000 from
gross profit of approximately $259,000, or 28% of revenues, for the three month period
ended September 30, 2002. The decline in gross profit was materially attributable to a
reduction in gross margin as a result of negative pricing pressures present within the
current IT marketplace that the Company cannot fully offset by reducing direct expenses.

Sales
and marketing. Sales and marketing expenses for the three month period ended September
30, 2003, were approximately $101,000, or 13% of revenues, a decrease of approximately
$30,000, as compared to approximately $131,000, or 14% of revenues, for the three month
period ended September 30, 2002. The decrease was materially attributable to a reduction
in sales payroll and commission expenses as a result of lesser revenues that were
partially offset by an increase in sales and marketing expenses related to the launch of
our federal initiative during 2003.

General
and administrative. General and administrative expenses for the three month period
ended September 30, 2003, were approximately $168,000, or 22% of revenues, an increase of
approximately $46,000, as compared to approximately $122,000, or 13% of revenues, incurred
by the Company for the three month period ended September 30, 2002. The increase in
general and administrative expenses for the three months ended September 30, 2003, was
primarily attributable to increases in consulting, rent, bonus, and benefit expenses
partially offset by decreases in labor, legal and communication expenses as a result of
the Companys continued effort to align general and administrative expenses with
future business planning efforts.

Depreciation
and amortization. Depreciation and amortization expenses for the three month period
ended September 30, 2003, were $3,386, or less than 1% of revenues, a decrease of $6,631,
as compared to $10,017 of such expenses, or 1% of revenues, incurred by the Company for
the three month period ended June 30, 2002. The decrease in depreciation and amortization
expenses for the three month period ended September 30, 2003, was primarily attributable
to a lesser amount of depreciable assets as a result of the reduced equipment requirements
of a smaller consultant base.

Other
income (expense). Interest income (expense), net for the three month period ended
September 30, 2003, was $2,045, or less than 1% of revenues, a decrease of $1,828 as
compared to $3,873, or less than 1% of revenues, for the three month period ended
September 30, 2002. The decrease in interest income for the three month period ended
September 30, 2003, 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 or money market accounts.

Net
loss.As a result of the above, the net loss for the three month period ended
September 30, 2003, was approximately $73,000 as compared to the net profit of
approximately $1,000 for the three months ended September 30, 2002.

Nine Months Ended September 30,
2003, as Compared to Nine Months Ended September 30, 2002

Revenue.Revenue
for the nine month period ended September 30, 2003, was           approximately
$2,497,000 as compared to approximately $2,619,000 for the nine           month period
ended September 30, 2002. The revenue decrease was attributable to           a lesser
number of billable hours by consultants and a lower average bill rate           in the
nine months ending September 30, 2003 as compared to the nine months           ended
September 30, 2002.

Gross
profit.Gross profit for the nine month period ended September 30, 2003, was
approximately $663,000, or 27% of revenues, a decrease of approximately $123,000 from
gross profit of approximately $786,000, or 30% of revenues, for the nine month period
ended September 30, 2002. The decline of gross profit was materially attributable to a
reduction in gross margin as a result of negative pricing pressures that are present
within the current IT marketplace for the Companys services.

---

Sales
and marketing. Sales and marketing expenses for the nine month period ended September
30, 2003, were approximately $339,000, or 14% of revenues, a decrease of approximately
$73,000, as compared to approximately $412,000, or 16% of revenues, for the nine month
period ended September 30, 2002. The decrease was materially attributable to a reduction
in labor and commission expenses that were partially offset by an increase in expenses
related to the launch of our initiative to position the Company to better compete in the
federal government sector.

General
and administrative. General and administrative expenses for the nine month period
ended September 30, 2003, were approximately $516,000, or 21% of revenues, an increase of
approximately $32,000, as compared to approximately $484,000, or 18% of revenues, incurred
by the Company for the nine month period ended September 30, 2002. The increase in general
and administrative expenses for the nine months ended September 30, 2003, was primarily
attributable to increases in benefit, bonus, and general administrative expenses.

Depreciation
and amortization. Depreciation and amortization expenses for the nine month period
ended September 30, 2003, were $10,025, or less than 1% of revenues, a decrease of
$37,016, as compared to $47,042 of such expenses, or 2% of revenues, incurred by the
Company for the nine month period ended September 30, 2002. The decrease in depreciation
and amortization expenses for the nine month period ended September 30, 2003, was
primarily attributable to a lesser amount of depreciable assets as a result of the reduced
equipment requirements of a smaller consultant base.

Other
income (expense). Interest income (expense), net for the nine month period ended
September 30, 2003, was $9,976, or less than 1% of revenues, a decrease of $2,142 as
compared to $12,118, or less than 1% of revenues, for the nine month period ended
September 30, 2002. The decrease in interest income (expense), net for the nine month
period ended September 30, 2003, 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 or money market accounts.

Net
loss.As a result of the above, the net loss for the nine month period ended September
30, 2003, was approximately $193,000 as compared to the net loss of approximately $144,000
for the nine months ended September 30, 2002.

# Liquidity and Capital
Resources

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

Cash provided by operating activities
for the quarter ended September 30, 2003, was approximately $30,000 as compared to cash
provided by operating activities of approximately $1,000 for the quarter ended September
30, 2002. The increase in cash provided by operations during the third quarter of 2003 as
compared to the third quarter ending 2002 was primarily a result of a decrease in days
sales outstanding in accounts receivable partially offset by a decrease in accounts
payable and accrued expenses and an increase in losses. There was no material amount of
capital expenditures on property for the quarters ended September 30, 2003 and 2002.

As of September 30, 2003, the Company
had net working capital of approximately $1.2 million. The Companys primary source
of liquidity consists of approximately $1.1 million in cash and cash equivalents and
approximately $0.3 million of accounts receivable. The Companys current liabilities
include $0.2 million in accounts payable and accrued expenses.

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

During 2002 and 2003, the Company has
embarked upon several new initiatives to counter the current negative environment within
our industry and expand our capacity to restore revenue growth. The Company requires
substantial working capital to fund the future growth of its business, particularly to
finance accounts receivable, sales and marketing efforts, and capital expenditures. The
Company currently has no commitments for capital expenditures. The Companys future
capital requirements will depend on many factors including the rate of revenue growth, if
any, the timing and extent of spending for new product and service development,
technological changes and market acceptance of the Companys services.

---

The Company believes that its current
cash position is sufficient to meet its capital expenditure and working capital
requirements for the near term, however, the growth and technological change of the market
make it difficult for the Company to predict future liquidity requirements with certainty.
Over the longer term, the Company must successfully execute its plans to increase revenue
and income streams that will generate significant positive cash flows if it is to sustain
adequate liquidity without impairing growth or requiring the infusion of additional funds
from external sources. Additionally, a major expansion, such as 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.

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

This report contains forward-looking
statements setting forth the Companys beliefs or expectations relating to future
revenues, profitability, and performance. Statements that contain words such as
believes, expects, anticipates, intends,
estimates, or similar expressions are forward-looking statements.
Forward-looking statements involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such forward-looking statements.
Actual results may differ materially from projected or expected results due to changes in
the demand for the Companys products and services, uncertainties relating to the
results of operations, dependence on its major customers, risks associated with rapid
technological change and the emerging services market, potential fluctuations in quarterly
results, its dependence on key employees 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.

# ITEM 4.  CONTROLS AND
PROCEDURES

An evaluation was carried out under
the supervision and with the participation of the Companys management, including our
Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities
Exchange Act of 1934) as of September 30, 2003. As a result of their evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that the Companys
disclosure controls and procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms. There were no changes
in the Companys internal control over financial reporting that occurred during the
quarter ended September 30, 2003, that has materially affected and is reasonably likely to
materially affect, the Companys internal control over financial reporting.

# PART II.OTHER INFORMATION

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

|    |                            |                                                                                                                                
|--- | -------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|(a) | Exhibits.                 
|    | 31.1                       | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|    | 31.2                       | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|    | 32                         | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|(b) | Reports on Form 8-K. None. |                                                                                                                                

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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 14, 2003 | By:                  
|                         |                      
|                         | By:                  
|                         |