This report does not reflect the
effect of certain adjustments described in the Explanatory Note on the following page,
and accordingly, this report is being filed without the independent registered public
accounting firms review being completed.

SECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549

---

# FORM 10-QSB

(Mark One)

| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
| | ----------------------------------------------------------------------------------------

| | For the quarterly period ended September 30, 2005
| | -------------------------------------------------

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 small business issuer as specified in its charter)

|Delaware                        |  | 52-2040275                        | 
|------------------------------- |  | --------------------------------- | 
|(State or other jurisdiction of |  | (IRS Employer Identification No.) | 
|incorporation or organization)  |  |                                   | 

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

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

____________________________________________________________________________________________
Former name, former address and former fiscal year, if changed since last report.

Indicate
by check whether the issuer (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 a shell company (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 14, 2005: 33,051,893 shares of common
stock, $.001 par value per share. __________________________________

Transitional Small
Business Disclosure Format (Check one):    Yes                NO

---

On November 21, 2005, the Company
filed a Current Report on Form 8-K with the SEC announcing its determination that its
previously issued financial statements contained in the fiscal year 2004 Form 10-K, as
amended, will be restated.  As the amendments to these previously issued financial
statements have not yet been completed, the financial statements accompanying this report
have not been reviewed by an independent public accountant under Rule 10-01(d) of
Regulation S-X. The Company expects that its independent registered public accounting
firm, Grant Thornton LLP, will complete the quarterly review required by Rule 10-01(d) of
Regulation S-X following the issuance of restated financial statements contained in our
fiscal year 2004 Form 10-K/A.

WIDEPOINT CORPORATION

INDEX

|                                                                    | Page No.
|------------------------------------------------------------------- | --------
|                                                                    |         
|Part I. FINANCIAL INFORMATION                                       |         
|                                                                    |         
|Item 1. Condensed Consolidated Financial Statements                 |         
|                                                                    |         
|Condensed Consolidated Balance Sheets as of September 30, 2005,     |         
|and December 31, 2004 (unaudited)                                   | 1       
|                                                                    |         
|Condensed Consolidated Statements of Operations for the three       |         
|and nine months ended September 30, 2005 and 2004 (unaudited)       | 2       
|                                                                    |         
|Condensed Consolidated Statements of Cash Flows for the three       |         
|and nine months ended September 30, 2005 and 2004 (unaudited)       | 3       
|                                                                    |         
|Notes to Condensed Consolidated Financial Statements                | 5       
|                                                                    |         
|Item 2. Management's Discussion and Analysis or Plan of Operation   | 19      
|                                                                    |         
|Item 3. Controls and Procedures                                     | 25      
|                                                                    |         
|Part II. OTHER INFORMATION                                          |         
|                                                                    |         
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 26      
|                                                                    |         
|Item 6. Exhibits                                                    | 26      
|                                                                    |         
|SIGNATURES                                                          | 27      

---

PART 1. FINANCIAL
INFORMATION

# ITEM 1.  CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS.

WIDEPOINT CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(unaudited)

|                                                                              | September 30, | As Restated
December 31,
|----------------------------------------------------------------------------- | ------------- | ------------------------
|
|Assets                                                                        |               |                         
|Current assets:                                                               |               |                         
|Cash and cash equivalents                                                     |               |                         
|Accounts receivable                                                           |               |                         
|Income tax receivable                                                         |               |                         
|Prepaid expenses and other assets                                             |               |                         
|                                                                              |               |                         
|Total current assets                                                          |               |                         
|                                                                              |               |                         
|Property and equipment, net                                                   |               |                         
|Goodwill                                                                      |               |                         
|Intangibles                                                                   |               |                         
|Other assets                                                                  |               |                         
|                                                                              |               |                         
|Total assets                                                                  |               |                         
|                                                                              |               |                         
|Liabilities, temporary equity and stockholders' equity                        |               |                         
|Current liabilities:                                                          |               |                         
|Short-term borrowings                                                         |               |                         
|Accounts payable                                                              |               |                         
|Accrued expenses                                                              |               |                         
|Deferred revenue                                                              |               |                         
|Income tax payable                                                            |               |                         
|Short-term portion of deferred rent                                           |               |                         
|Financial instruments                                                         |               |                         
|                                                                              |               |                         
|Total current liabilities                                                     |               |                         
|                                                                              |               |                         
|Long-term portion of deferred rent                                            |               |                         
|Deferred income tax liability                                                 |               |                         
|                                                                              |               |                         
|Total liabilities                                                             |               |                         
|                                                                              |               |                         
|Temporary equity:                                                             |               |                         
|Preferred stock, $0.001 par value; 10,000,000 shares                          |               |                         
|authorized: 1,315,714 and 2,045,714 issued and outstanding, respectively      |               |                         
|                                                                              |               |                         
|Stockholders' equity (deficit):                                               |               |                         
|Common stock, $0.001 par value; 110,000,000 shares authorized; 33,050,393 and |               |                         
|21,125,393 shares issued and outstanding, respectively                        |               |                         
|Stock warrants                                                                |               |                         
|Related party notes receivable                                                |               |                         
|Additional paid-in capital                                                    |               |                         
|Accumulated deficit                                                           |               |                         
|                                                                              |               |                         
|Total stockholders' equity (deficit)                                          |               |                         
|                                                                              |               |                         
|Total liabilities, temporary equity and stockholders' equity                  |               |                         
|                                                                              |               |                         

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

1

---

# WIDEPOINT CORPORATION
AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)

|                                                         | Three Months Ended
September 30, | Nine Months Ended
September 30,
|-------------------------------------------------------- | -------------------------------- | -------------------------------
|
|Revenues, net                                            |                                  |                                
|Cost of sales (includes amortization and depreciation    |                                  |                                
|expenses of $80,980, $0, $222,080, and $0, respectively) |                                  |                                
|                                                         |                                  |                                
|Gross profit                                             |                                  |                                
|                                                         |                                  |                                
|Sales and marketing                                      |                                  |                                
|General & administrative                                 |                                  |                                
|Depreciation expense                                     |                                  |                                
|                                                         |                                  |                                
|Income (Loss) from operations                            |                                  |                                
|                                                         |                                  |                                
|Interest income                                          |                                  |                                
|Interest expenses                                        |                                  |                                
|Gain from financial instruments                          |                                  |                                
|Other income                                             |                                  |                                
|                                                         |                                  |                                
|Net earnings (loss) before income tax benefit            |                                  |                                
|                                                         |                                  |                                
|Income tax benefit, net                                  |                                  |                                
|                                                         |                                  |                                
|Net earnings (loss)                                      |                                  |                                
|                                                         |                                  |                                
|Basic net earnings (loss) per share                      |                                  |                                
|                                                         |                                  |                                
|Basic weighted average shares outstanding                |                                  |                                
|                                                         |                                  |                                
|Diluted net earnings (loss) per share                    |                                  |                                
|                                                         |                                  |                                
|Diluted weighted average shares outstanding              |                                  |                                

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

2

---

# WIDEPOINT CORPORATION
AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)

|                                              | Three Months
Ended September 30, | Nine Months
Ended September 30,
|--------------------------------------------- | -------------------------------- | -------------------------------
|
|Cash flows from operating activities:         |                                  |                                
|                                              |                                  |                                
|Net earnings (loss)                           |                                  |                                
|Adjustments to reconcile net loss to net cash |                                  |                                
|provided by (used in) operating activities    |                                  |                                
|Depreciation expense                          |                                  |                                
|Amortization expense                          |                                  |                                
|Deferred income taxes                         |                                  |                                
|Amortization of deferred financing costs      |                                  |                                
|Gain from financial instruments               |                                  |                                
|Stock compensation expense                    |                                  |                                
|                                              |                                  |                                
|Changes in assets and liabilities             |                                  |                                
|Accounts receivable                           |                                  |                                
|Income tax receivable                         |                                  |                                
|Prepaid expenses and other current assets     |                                  |                                
|Other assets                                  |                                  |                                
|Accounts payable and accrued expenses         |                                  |                                
|                                              |                                  |                                
|Net cash provided by (used in)                |                                  |                                
|operating activities                          |                                  |                                
|                                              |                                  |                                
|Cashflows from investing activities:          |                                  |                                
|Purchase of property and equipment            |                                  |                                
|Software development costs                    |                                  |                                
|                                              |                                  |                                
|Net cash used in investing activities         |                                  |                                
|                                              |                                  |                                
|Cashflows from financing activities:          |                                  |                                
|Borrowings on notes payable                   |                                  |                                
|Payments on notes payable                     |                                  |                                
|Collections on related party notes            |                                  |                                
|Expenses related to registration statement    |                                  |                                
|Proceeds from exercise of stock options       |                                  |                                
|Proceeds from exercise of warrants            |                                  |                                
|Expenses related to warrant exercise          |                                  |                                
|                                              |                                  |                                
|Net cash provided                             |                                  |                                
|by financing activities                       |                                  |                                
|                                              |                                  |                                
|Net increase (decrease) in cash               |                                  |                                
|                                              |                                  |                                
|Cash and equivalents, beginning of period     |                                  |                                
|                                              |                                  |                                
|Cash and equivalents, end of period           |                                  |                                
|                                              |                                  |                                

3

---

|Supplementary Information:                 |  |  |   |        |  |   |    |  |   |         |  |   |    | 
|------------------------------------------ |  |  | - | ------ |  | - | -- |  | - | ------- |  | - | -- | 
|Notes receivable issued to former ORC      |  |  |   |        |  |   |    |  |   |         |  |   |    | 
|shareholders for purchase price adjustment |  |  | $ | 0      |  | $ | -- |  | $ | 270,000 |  | $ | -- | 
|Liabilities incurred but not yet paid      |  |  |   |        |  |   |    |  |   |         |  |   |    | 
|relating to warrant exercise               |  |  | $ | 18,000 |  | $ | -- |  | $ | 40,780  |  | $ | -- | 
|Liabilities incurred but not yet paid      |  |  |   |        |  |   |    |  |   |         |  |   |    | 
|relating to registration statement         |  |  | $ | 84,043 |  | $ | -- |  | $ | 231,847 |  | $ | -- | 
|                                           |  |  |   |        |  |   |    |  |   |         |  |   |    | 
|Cash paid for interest                     |  |  | $ | 17,210 |  | $ | -- |  | $ | 57,986  |  | $ | -- | 

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

4

---

# WIDEPOINT CORPORATION
AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

WidePoint Corporation
(WidePoint or the Company) is an information technology
(IT) services firm with established competencies in federal government and
commercial sector IT consulting services, including planning, managing and implementing IT
solutions, software and secure authentication processes, and specialized outsourcing
arrangements. Our staff consists of business and computer specialists who help customers
augment and expand their resident technologic skills and competencies,
drive technical innovation, and help develop and maintain a competitive edge in
todays rapidly changing technological environment in business.

In 2004, WidePoint acquired
Chesapeake Government Technologies, Inc. (Chesapeake) and Operational Research
Consultants, Inc. (ORC) as part of WidePoints strategy to refocus our
business development initiatives toward the substantial increase in government spending on
infrastructure and automation that has been accelerated by recent geopolitical events that
have created an unprecedented need for systems and process expertise across most
government markets, federal, state and local. WidePoint intends to capitalize on the
expected growth in its target markets through strategic acquisitions, continue rollout of
ORCs Public Key Infrastructure (PKI) initiative, and continue to
implement our project based enterprise strategy emphasizing industry-wide best practices
disciplines. The Company intends to continue to leverage the synergies between its newly
acquired operating subsidiaries and cross sell its technical capabilities into each
separate marketplace serviced by its respective subsidiaries.

The Company has physical locations in
Oakbrook Terrace, Illinois; Fairfax, Virginia; Alexandria, Virginia; and Chesapeake,
Virginia. The Company employees work at various client locations throughout the upper
Midwest, Texas, and Mid Atlantic areas of the United States.

In addition, 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 as a result of its
plan to expand its operations through a combination of internal growth initiatives
and merger and acquisition opportunities, the Company expects such costs to
increase.  The Companys profitability also depends upon both the volume of
services performed and the Companys ability to manage costs.  As a
significant portion of the Companys costs is labor related, the Company must
effectively manage these costs to achieve and grow its 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 its clients. The
uncertainties relating to its ability to achieve and maintain profitability, obtain
additional funding to fund its growth strategy and provide the necessary investment to
continue to upgrade its management reporting systems to meet the continuing demands of the
present regulatory changes affect the comparability of the information reflected in the
selected consolidated financial information presented above. The Company believes that its
cash on hand, and available senior lending facility, are adequate to finance operations
through 2005 and 2006.

Restatement

Management of the Company determined
that we had not correctly accounted for the Chesapeake acquisition as it 1) should not
have resulted in the recognition of an intangible asset, and 2) Company shares that were
placed in escrow for release only upon the achievement of certain future revenue should
not have been recognized immediately, but instead, only upon the achievement of certain
contingencies.

While the Companys management
believes that the Company did acquire assets in a business sense when it acquired the
stock of Chesapeake, these assets, consisting primarily of Chesapeakes relationships
with various sources of potential business opportunities, did not meet the criteria for
recognition as assets under Statement of Financial Accounting Standards (SFAS) 141. The acquisition could not, alternatively, give rise
to goodwill because Chesapeake was in the development stage at the time of acquisition and
therefore not considered a business.

A portion of the shares escrowed in
the Chesapeake transaction were released based on ORCs sales in that year. The rest
of the shares were, as of December 31, 2004, deemed probable of release at December 31,
2005 as a result of excepted 2005 ORC revenue. Management has acquiesced to the use of the
ORC revenue as a basis for release of the escrowed shares under the belief that the
revenue of ORC, which management believes was acquired as a result of Chesapeake
relationships, qualifies as revenue for determination of the release of escrowed shares.
For financial reporting purposes, however, the text of the Chesapeake agreement does not
provide sufficient objective evidence of linkage between release of the shares and ORC
revenue to allow for capitalizing the cost of the release as additional acquisition cost
of ORC.

5

---

As a consequence of these
determinations, previously issued financial statements are being restated to eliminate the
intangible asset associated with the Chesapeake acquisition, reverse the related
amortization expense, expense as consulting fees the cost of the transaction attributable
to the cost of issuance of the non-escrowed shares and other related direct costs at the
time of acquisition, to record and expense as consulting fees the release of the shares
from escrow at December 31, 2004, to accrue and expense on December 31, 2004 as consulting fees the value of
the remaining shares held in escrow which are likely to be released December 31, 2005, and to value and record any changes in the accrued expense attributable
to the likely release of the escrowed shares at March 31, 2005 and June 30, 2005.

We also determined that certain
amortization costs related to the ORC acquisition should have been recorded in cost of
sales and not in amortization and depreciation; and we determined that under our October
and November 2004 Barron financing agreements, preferred stock recorded should have been
classified as temporary preferred equity and not permanent preferred equity. As such, we
shall restate our financial statements for the year ended December 31, 2004 and our
financial statements for the quarters ended June 30, 2004 and September 30, 2004 and March
31, 2005 and June 30, 2005. We will file amendments to the Companys Quarterly Reports on Form 10-Q for the quarters ended June 30 and September 30, 2004, Annual
Report on Form 10-K for the year ended December 31, 2004, and Quarterly Reports on Form 10-QSB for the quarters ended March 31 and
June 30, 2005, containing the restated financial statements as soon as practicable. An amendment to this Form 10-QSB will be filed
promptly following the completion and filing of the aforementioned restatements.  The effect of the above mentioned restatements have been
included in the presentation of our financial statements for the quarter ended September
30, 2005 in this Form 10-QSB. At December 31, 2004, the goodwill, intangibles, preferred stock (temporary equity), additional paid-in capital, and
accumulated deficit were adjusted from previously reported amounts to properly reflect the
appropriate accounting treatment.  A summary of the effects of the restatements are as follows:

Balance Sheet:

|                                                           | Previously Reported | As Restated
|---------------------------------------------------------- | ------------------- | -----------
|
|Goodwill                                                   |                     |            
|Intangibles                                                |                     |            
|                                                           |                     |            
|Total assets                                               |                     |            
|                                                           |                     |            
|Temporary equity                                           |                     |            
|Permanent equity                                           |                     |            
|Additional paid-in capital                                 |                     |            
|Accumulated deficit                                        |                     |            
|                                                           |                     |            
|Total shareholders' equity (deficit)                       |                     |            
|                                                           |                     |            
|Total liabilities, temporary equity & shareholders' equity |                     |            
|                                                           |                     |            

6

---

Statement of Operations:

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

Statement of Cash Flows:

|                      | Previously Reported | As Restated
|--------------------- | ------------------- | -----------
|
|Net loss              |                     |            
|Prepaid expenses      |                     |            
|Accounts payable and  |                     |            
|accrued expenses      |                     |            
|                      |                     |            
|Net cash (used in)    |                     |            
|provided by operating |                     |            
|activities            |                     |            
|Net (payments)        |                     |            
|borrowings on related |                     |            
|party notes           |                     |            
|receivable, including |                     |            
|interest              |                     |            
|Net cash (used in)    |                     |            
|provided by financing |                     |            
|activities            |                     |            

2.     Significant
Accounting Policies

Principles of
Consolidation

The accompanying consolidated
financial statements include the accounts of 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.

7

---

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, 2005 there were no material cash
and cash equivalents of investments in money market and overnight sweep accounts. At
December 31, 2004, cash and cash equivalents of investments in money market and
overnight sweep accounts were $46,065. 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 either United States federal agencies or established
companies in the following industries: government contracting, manufacturing, consumer
product goods, direct marketing, healthcare and financial services. Credit is extended
based on evaluation of a customers financial condition and, generally, collateral is
not required. Accounts receivable are due within 30 to 60 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
for doubtful accounts 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.

|Description                               | Balance at
Beginning of
Period | Additions
Charged to
Costs and
Expenses | Deductions | Balance at
End of
Period
|----------------------------------------- | ------------------------------ | --------------------------------------- | ---------- | ------------------------
|For the year ended December 31, 2004,     |                                |                                         |            |                         
|Allowance for doubtful accounts           |                                |                                         | $          | 18,819                  
|                                          |                                |                                         |            |                         
|For the quarter ended September 30, 2005, |                                |                                         |            |                         
|Allowance for doubtful accounts           |                                |                                         | $          | --                      

Unbilled accounts receivable on
time-and-materials contracts represent costs incurred and gross profit recognized near the
period-end but not billed until the following period. Unbilled accounts receivable on
fixed-price contracts consist of amounts incurred that are not yet billable under contract
terms. At September 30, 2005 and December 31, 2004, unbilled accounts receivable
totaled $14,204 and $138,529, respectively.

Revenue Recognition

The majority of the Companys
revenues are derived from cost-plus, or time-and-materials contracts. Under cost-plus
contracts, revenues are recognized as costs are incurred and include an estimate of
applicable fees earned. For time-and-material contracts, revenues are computed by
multiplying the number of direct labor-hours expended in the performance of the contract
by the contract billing rates and adding other billable direct costs. In the event of a
termination of a contract, all billed and unbilled amounts associated with those task
orders where work has been performed would be billed and collected. The termination
provisions of the contract would be accounted for at the time of termination. Any deferred
and/or amortization cost would either be billed or expensed depending upon the termination
provisions of the contract.

8

---

The Companys other revenues are
derived from the delivery of a non-customized software offering. In such cases revenue is
recognized when there is persuasive evidence that an arrangement exists (generally a
purchase order has been received or contract signed), delivery has occurred, the charge
for the software offering is fixed or determinable, and collectibility is probable.

Further, the Company has had no
history of losses nor has it identified any specific risk of loss at September 30, 2005
due to termination provisions and thus has not recorded a provision for such events.

Significant Customers

For both the three-month and the
nine-month periods ended September 30, 2005, one customer, The Department of Homeland
Security, individually represented approximately 18% of revenues, and we therefore are
materially dependent upon such customer. Due to the nature of our business and the
relative size of certain contracts, which are entered into in the ordinary course of
business, the loss of any single significant customer, including the above customer, would
have a material adverse effect on results. For the quarter ended September 30, 2004, three
customers, Abbott Laboratories, Conseco, and Manpower, individually represented 19%, 18%,
and 13% of revenue, respectively.

Fair value of financial
instruments

The Companys financial instruments include cash equivalents, accounts
receivable, accounts payable, short-term debt and other financial instruments associated
with the issuance of the common stock warrants attributable to the preferred stock capital
investment in the Company in October of 2004. The carrying values of cash equivalents,
accounts receivable and accounts payable approximate their fair value because of the short
maturity of these instruments. The carrying amounts of the Companys bank borrowings
under its credit facility approximate fair value because the interest rates are reset
periodically to reflect current market rates.

The Companys financial
instruments include a financial instrument in which a valuation for the warrants issued by
the Company under the Barron Partners, LP financing agreement contained a registration
rights agreement which contains a liquidated damages provision. Accordingly, a Black
Scholes calculation was used to determine the fair value of those warrants which are
classified as a financial instrument. The financial instrument has been marked to market
at December 31, 2004 and September 30, 2005.

Concentrations of Credit
Risk

Financial instruments that
potentially subject the Company to credit risk consist of cash and cash equivalents and
accounts receivable. As of September 30, 2005, one customer, The Department of Homeland
Security, accounted for approximately 24% of accounts receivable, and we therefore are
materially dependent upon such customer. Due to the nature of our business and the
relative size of certain contracts, which are entered into in the ordinary course of
business, the loss of any single significant customer, including the above customer, would
have a material adverse effect on results. As of December 31, 2004, two customers, The
Department of Homeland Security and Tangible Software, individually represented 24% and
13% of accounts receivable, respectively.

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.

9

---

Property and Equipment

Property and equipment are stated at
cost, net of accumulated depreciation and amortization. Property and equipment consisted
of the following:

|                                                | September 30,
2005 | December 31,
2004
|----------------------------------------------- | ------------------ | -----------------
|Computers, equipment and software               |                    |                  
|Less- Accumulated depreciation and amortization |                    |                  
|                                                |                    |                  
|                                                |                    |                  
|                                                |                    |                  

Depreciation expense is computed
using the straight-line method over the estimated useful lives of three years.

In accordance with the American
Institute of Certified Public Accountants Statement of Position 98-1 Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use, the Company
capitalizes costs related to software and implementation in connection with its internal
use software systems.

Software Development Costs

WidePoint accounts for software
development costs related to software products for sale, lease or otherwise marketed in
accordance with Statement of Financial Accounting Standards (SFAS) No. 86,
Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise
Marketed. For projects fully funded by the Company, significant development costs
are capitalized from the point of demonstrated technological feasibility until the point
in time that the product is available for general release to customers. Once the product
is available for general release, capitalized costs are amortized based on units sold, or
on a straight-line basis over a six-year period or other such shorter period as may be
required. WidePoint recorded approximately $14,000 of amortization expense for PKI-I for
the three month period ending September 30, 2005. WidePoint recorded approximately $9,700
of amortization expense for PKI-I for the year ended December 31, 2004. Capitalized
software costs included in Other Intangibles at September 30, 2005 and December 31, 2004
were approximately $0.9 and $0.6 million, respectively.

Goodwill, Other
Intangible Assets, and Long-Lived Assets

Goodwill represents costs in excess
of fair values assigned to the underlying net assets acquired. The Company has adopted the
provisions of Statement of Financial Accounting Standards (SFAS) No. 141,
Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets. These standards require the use of the purchase method of accounting for
business combinations, set forth the accounting for the initial recognition of acquired
intangible assets and goodwill and describe the accounting for intangible assets and
goodwill subsequent to initial recognition. Under the provisions of these standards,
goodwill is not subject to amortization and an annual review is required to determine any
impairment. The impairment test under SFAS No. 142 is based on a two-step process
involving (i) comparing the estimated fair value of the related reporting unit to its net
book value and (ii) comparing the estimated implied fair value of goodwill to its carrying
value. Impairment losses are recognized whenever the implied fair value of goodwill is
less than its carrying value. The Companys annual impairment testing date is
December 31st.

The Company recognizes an acquired
intangible apart from goodwill whenever the intangible arises from contractual or other
legal rights, or when it can be separated or divided from the acquired entity and sold,
transferred, licensed, rented or exchanged, either individually or in combination with a
related contract, asset or liability. Such intangibles are amortized over their useful
lives. Impairment losses are recognized if the carrying amount of an intangible subject to
amortization is not recoverable from expected future cash flows and its carrying amount
exceeds its fair value.

The Company reviews its long-lived
assets, including property and equipment, identifiable intangibles, and goodwill, annually
or whenever events or changes in circumstances indicate that the carrying amount of the
assets may not be fully recoverable. To determine recoverability of its long-lived assets,
the Company evaluates the probability that future undiscounted net cash flows will be less
than the carrying amount of the assets.

10

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Basic and Diluted Net
Earnings/Loss Per Share

Basic earnings 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 the
rights to the conversion of the preferred stock to common stock and the conversion of
options and warrants to purchase common stock added the equivalent of 25,969,632 shares
for the three months ended September 30, 2005 and as such has been included in the
calculation of the net income per share as such effect would have been dilutive.

The treasury stock effect of options,
and warrants to purchase common stock would have added the equivalent of 2,112,000 shares
of common stock for the three months ended September 30, 2004 has not been included in the
calculation of the net loss per shares as such effect would have been anti-dilutive and
are presented as identical.

The treasury stock effect of the
rights to the conversion of the preferred stock to common stock and the conversion of
options and warrants to purchase common stock added the equivalent of 27,892,537 shares
for the nine months ended September 30, 2005 and as such has been included in the
calculation of the net income per share as such effect would have been dilutive.

The treasury stock effect of options,
and warrants to purchase common stock would have added the equivalent of 2,112,000 shares
of common stock for the nine months ended September 30, 2004 has not been included in the
calculation of the net loss per shares as such effect would have been anti-dilutive and
are presented as identical.

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 in Note 8, to its stock-based employee plans.

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

11

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The pro forma disclosure is not
likely to be indicative of pro forma results, which may be expected in future years
because of the fact that options vest over several years. Pro forma compensation expense
is recognized as the options vest and additional awards may also be granted. There were
500,000 additional options granted during the quarter and nine months ending September 30,
2005.

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 months ended September 30, 2005:

|Dividend yield              | --        
|--------------------------- | ----------
|Risk-free interest rate (%) | 2.70-4.13%
|Volatility factor (%)       | 65% - 156%
|Expected life in years      | 5 - 6     

New Accounting
Pronouncements

In April 2005, the SEC announced the
adoption of a new rule that amends the compliance dates for SFAS No. 123 (revised 2004),
Share-Based Payment (Statement No. 123(R)). Under Statement No. 123, the Company would
have been required to implement the standard as of the beginning of the first interim or
annual period that begins after June 15, 2005, or in the interim reporting period ending
September 30, 2005. The SECs new rule allows the Company to implement Statement No.
123(R) at the beginning of its next fiscal year, and accordingly, the Company will begin
to reflect the adjustment to earnings for the impact of this accounting pronouncement in
the interim reporting period ending March 31, 2006.

In May 2005, SFAS No. 154,
Accounting Changes and Error Corrections (a replacement of APB Opinion No. 20
and SFAS No. 3) was issued. Statement 154 requires that all voluntary changes in
accounting principles and changes required by a new accounting pronouncement that do not
include specific transition provisions be applied retrospectively to prior periods
financial statements, unless it is impracticable to do so. Opinion 20 required that most
voluntary changes in accounting principle be recognized by including the cumulative effect
of changing to the new accounting principle as a component of net income in the period of
change. Statement 154 is effective prospectively for accounting changes and corrections of
errors made in fiscal years beginning after December 15, 2005, with earlier application
encouraged. Earlier application is permitted for accounting changes and corrections of
errors made in fiscal years beginning after the date the Statement was issued (May 2005).
Statement 154 does not change the transition provisions of any existing accounting
pronouncements, including those that are in a transition phase as of the effective date of
the Statement. Accordingly, the Company will implement the provisions of this accounting
pronouncement in the fiscal reporting period ending December 31, 2006.

3.     Debt

|                                                    | September 30,
2005 | December 31,
2004
|--------------------------------------------------- | ------------------ | -----------------
|                                                    |                    |                  
|Borrowings under WidePoint's Senior Debt Agreement: |                    |                  

On October 25, 2004, the Company
executed a senior lending agreement with RBC-Centura. The Agreement initially provides for
a $2.5 million revolving credit facility. The maturity date of the credit facility is
October 25, 2005. Subsequently, on November 1, 2005, the Company entered into an extension
with RBC-Centura through March 1, 2006 of the revolving credit facility. The only
modification of the terms of the agreement was for an increase in the borrowing rate from
prime to prime plus 1% during the period of the extension. All other terms remained the
same. A pro rata administrative fee of 1⁄2 of 1 % of the $2.5 million revolving
credit base of approximately $4,000 was charged for the issuance of the extension.

12

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The maximum available borrowing under
revolving credit facility at September 30, 2005 and December 31, 2004 was $2.3 million and
$2.2 million, respectively. Borrowings under the Agreement are collateralized by the
Companys eligible contract receivables, inventory, all of its stock in certain of
our subsidiaries and certain property and equipment, and bear interest at the Prime Rate
which was 6% and 5% on September 30, 2005 and December 31, 2004, respectively.

WidePoints credit facility
requires that the Company maintain specified financial covenants relating to fixed charge
coverage, interest coverage, and debt coverage, and maintain a certain level of
consolidated net worth. The weighted average borrowings under the revolving portion of the
facility and the prior agreement for the quarter ended September 30, 2005 and during the
year ended December 31, 2004, were $1.0 and $1.5 million, respectively. In conjunction
with the execution of the credit facility, the Company recorded $0.1 million in loan
origination costs, included in other assets, which have been amortized ratably over the
term of the credit facility which commenced in October of 2004 and will expire in October
of 2005.

The total interest and finders
fees paid in November and December of 2004 was approximately $34,000. No interest and finders' fees were paid in the period from January 2004 through Octobert 2004.  The total
interest fees paid for the quarter ended September 30, 2005 was approximately $17,000.

4.     Goodwill
and Intangible Assets

Effective January 1, 2002, WidePoint
adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS 142 requires, among other
things, the discontinuance of goodwill amortization. Under SFAS 142, goodwill is to be
reviewed at least annually for impairment. The Company has elected to perform this review
annually on December 31st of each calendar year. These reviews have resulted in no
adjustments in goodwill.

During 2004, WidePoint completed the
acquisitions of Chesapeake Government Technologies, Inc. and Operational Research
Consultants, Inc. Chesapeake Government Technologies, Inc. was a development stage
business and therefore was not considered to be a business. The Company has also
capitalized software development cost associated with its PKI initiative and has estimated
the purchase price allocation of the assets acquired and pursuant to a valuation have
allocated estimated purchase price of the components and software capitalization of
goodwill and other intangibles as follows:

|Amortized Intangible Assets | As of September 30, 2005
|--------------------------- | ------------------------
|
|(1)                         |                         
|                            |                         
|                            |                         
|                            |                         
|
|(2)                         |                         
|                            |                         
|
|(3)                         |                         
|                            |                         
|
|                            |                         
|
|                            |                         
|                            |                         
|                            |                         
|
|                            |                         
|                            |                         
|                            |                         
|                            |                         
|                            |                         
|                            |                         

13

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| | (1) | The ORC intangible is made up of the estimated preliminary purchase accounting
               associated with the valuation assigned by the Company to ORCs customer
               relationships and PKI business opportunity. The PKI business opportunity
               intangible has an estimated life of 6 years and ORCs customer
               relationships have an estimated life of 5 years. The PKI business opportunity
               intangible life was estimated based upon the contractual life assigned to the
               authority to issue PKI certificates by the federal government. The fair value of
               the PKI business opportunity intangible was estimated using the expected present
               value of future cash flows estimated by the Company for ORCs PKI business
               opportunity. ORCs customer relationship intangible was estimated based
               upon an analysis of the historic life of ORCs present customer
               relationships and their present contract opportunities. A fair value was
               estimated using the expected present value of the estimated future cash flows
               generated from those relationships. The weighted average life of this intangible
               asset class is approximately 5 years.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The PKI-I intangible is related to internally generated software that was
               associated with ORCs PKI-I development of its phase 1 software offerings.
               ORC commenced sales of its PKI-I service in August of 2004. It has a weighted
               average life of approximately 5 years and is based upon the contractual life
               assigned to the authority to issue PKI certificates by the federal government.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The PKI-II intangible is related to a secondary PKI software development effort
               by ORC. ORC commenced sales of its PKI-II service in September of 2005. It has a
               weighted average life of approximately 5 years and is based upon the contractual
               life assigned to the authority to issue PKI certificates by the federal
               government.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The total weighted average life of
all of the intangibles is approximately 5 years.

5.     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 has determined that its
net deferred tax asset did not satisfy the recognition criteria set forth in SFAS
No. 109 and, accordingly, established a valuation allowance for 100 percent of
the net deferred tax asset, less the deferred liability related to the Section 481(a)
adjustment.

As of December 31, 2004 the
Company had net operating loss carry forwards of approximately $17,025,000 to offset
future taxable income. These carry forwards expire between 2010 and 2024. Under the
provision of the Tax Reform Act of 1986, when there has been a change in an entitys
ownership of 50 percent or greater, utilization of net operating loss carry forwards
may be limited. As a result of WidePoints equity transactions, the Companys
net operating losses will be subject to such limitations and may not be available to
offset future income for tax purposes.

14

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6.     Temporary
Preferred Stock

Temporary Preferred Stock

Our certificate of incorporation
authorizes the Company to issue up to 10,000,000 shares of preferred stock, $0.001 par
value per share, of which 2,045,714 shares were outstanding at December 31, 2004.

During the six month ended June 30,
2005, Barron Partners converted 300,000 share of Series A Convertible Preferred Stock into
3,000,000 common shares and subsequently sold 3,000,000 common shares in private
transactions to 3 institutional investors.

During the quarter ended September
30, 2005, Barron Partners LP converted 430,000 shares of Series A Convertible Preferred
Stock into 4,300,000 common shares and subsequently sold 3,900,000 common shares in
private transactions to 7 institutional investors. Accordingly, 1,315,714 shares of Series
A Convertible Preferred Stock were outstanding at September 30, 2005.

Pursuant to the Certificate of
Designation of Preferences, Rights and Limitations of Series A Convertible Preferred
Stock, filed with the Secretary of State of the State of Delaware on November 9, 2004,
2,045,714 shares of the Companys preferred stock are designated as Series A
Convertible Preferred Stock having the following rights:

Each share of Series A Convertible
Preferred Stock has a conversion rate equal to $0.175 per share and is convertible at the
option of the holder into ten shares of common stock.

The conversion of the Series A
Convertible Preferred Stock is subject to the following conditions:

| |  | Subject to waiver, holders of Series A Convertible Preferred Stock do not have the right
to convert any portion of the preferred stock to the extent that after giving effect to
such conversion, the holder (together with any affiliates of the holder), would
beneficially own in excess of 4.99% of the number of shares of the common stock
outstanding immediately after giving effect to such conversion. In the event the converted
shares when issued and combined with all other shares of common stock beneficially owned
by the holder and its affiliates equals, at any time, more than 4.99% of the total number
of then outstanding shares of common stock, then for so long as such holder and its
affiliates beneficially owns more than 4.99% of the total number of then outstanding
shares of common stock, the holder of the converted shares and its affiliates shall have
no more than 22% of the total voting power of all outstanding shares of common stock at
any time.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Holders of WidePoints Series A
Convertible Preferred Stock are entitled to receive a liquidation preference equal to
$1.75 per share in the event of the liquidation, dissolution, or winding up of the
Companys business.

Holders of Series A Convertible
Preferred Stock are not entitled to voting rights. However, unless approved by the holders
of the outstanding Series A Convertible Preferred Stock, the Company cannot: (a) alter or
change adversely the powers, preferences or rights given to the Series A Convertible
Preferred Stock or alter or amend the certificate of designation relating to the Series A
Convertible Preferred Stock, (b) authorize or create any class of stock ranking as to
dividends or distribution of assets upon a liquidation senior to or otherwise pari passu
with the Series A Convertible Preferred Stock, (c) amend the certificate of incorporation
or other charter documents in breach of the certificate of designations, or (d) increase
the authorized number of shares of Series A Convertible Preferred Stock.

Dividends are not payable with
respect to the Series A Convertible Preferred Stock.

Shares of Series A Convertible Preferred
Stock are subject to automatic conversion generally under the following circumstances: (i)
a change in control of WidePoint, (ii) the consummation of a public offering (with a value
of at least $5 million or more) of our common stock, (iii) upon receipt of the consent of
all holders of the Series A Convertible Preferred Stock, or (iv) in the event that the
fair market value of the outstanding shares of our common stock exceeds $100 million.

As a result of the issuance of a
registration rights agreement that contained a liquidated damages clause, the Company is
required to follow the Emerging Issues Task Force EITF 00-19, Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys
Own Stock by the Company (see footnote 7). In light of the required accounting treatment
under EITF 00-19, the entire proceeds of the issuance were allocated to warrants and as
such no proceeds have been allocated to the preferred stock issuance.

15

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Registration Rights
Agreement

The shares of common stock issuable
by WidePoint to Barron upon a conversion of shares of the Series A Convertible Preferred
Stock or an election to exercise all or a portion of the warrants will not be registered
under the Securities Act of 1933. To provide for the registration of such underlying
shares, Barron and WidePoint entered into a registration rights agreement, dated October
20, 2004, requiring WidePoint to prepare and file a registration statement covering the
resale of the shares of common stock underlying the Series A Convertible Preferred Stock
and warrants. The registration statement was filed on January 5, 2005. The registration
rights agreement further required WidePoint to use its best efforts to cause such
registration statement to be declared effective by February 22, 2005 (i.e., 120 days
following the closing of the sale of the Series A Convertible Preferred Stock).

The registration rights agreement
also contains a liquidated damages provision which calls for Barron to receive from
WidePoint a specified amount if: (i) WidePoint fails to file a registration statement
covering the underlying shares of common stock; (ii) the registration statement is not
declared effective by February 22, 2005; or (iii) the registration statement is not
effective in the period from April 23, 2005 (i.e., 180 days following the October 25, 2004
closing of the preferred financing) through the two years following the date of the
registration rights agreement, subject to permissible blackout periods and registration
maintenance periods. In the event that one of the aforementioned events occurs, the
registration rights agreement calls for WidePoint to pay Barron a cash amount equal to the
lesser of $20,000 or 1% of the purchase price of that portion of the Series A Convertible
Preferred Stock which has not been converted into common stock as of the occurrence of
such event, with such amount to be paid by WidePoint to Barron on a monthly basis after
the occurrence of such event. Barron is entitled to receive the aforementioned damages
until such time as the registration statement is declared effective. Since the
registration statement registering the underlying shares of common stock has not yet been
declared effective, Barron is currently entitled to receive such damages. However,
WidePoint has received a waiver from Barron for all damages accrued under this provision
through September 30, 2005. As such, WidePoint has paid no damages under this provision to
date. If the registration statement is not declared effective by the SEC and does not
remain effective during the above two-year period, the maximum amount of damages payable
pursuant to this provision would be $260,000. The Company believes that it may be able to
amend its registration rights agreement with Barron prior to the end of 2005 to revise the
liquidated damages provision, which now provides for the payment of damages in cash, to a
provision providing for the non-cash payment of damages in equity of the Company.

7.     StockholdersEquity

The Company is authorized to issue
110,000,000 shares of common stock, $.001 par value per share. As of September 30, 2005
and December 31, 2004, there were 33,050,393 and 21,125,393 shares of common stock
outstanding, respectively. During the quarter ended March 31, 2005, 5,555,556 additional
common shares were issued and placed into escrow with none of those shares yet having been
earned under a purchase agreement between WidePoint and ORC. The rights, preferences and
privileges of holders of common stock are subject to, and may be adversely affected by the
rights of the holders of shares Series A Convertible Preferred Stock and of any additional
series of preferred stock that may be designated and issued in the future.

Common Stock

On October 25, 2004, WidePoint
completed the acquisition of Operational Research Consultants, Inc., or ORC, a privately
held IT and engineering firm providing mission-critical sensitive and strategic
information security solutions to the United States Government. Pursuant to the terms of a
Purchase Agreement entered into on October 25, 2004, between the Company and the ORC
shareholders, the Company issued 5,555,556 common shares of the Companys common
stock and placed it into an escrow to be released to the ORC shareholders in the event
they attain certain performance parameters in 2004 and 2005. As of September 30, 2005, no
common shares have been earned or issued.

16

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On April 30, 2004, the Company
closed upon the acquisition of all the issued and outstanding shares of Chesapeake,
pursuant to the terms of an Agreement and Plan of Merger, dated as of March 24, 2004.
WidePoint issued 4,082,980 shares of its common stock to stockholders of Chesapeake in
consideration for all of the issued and outstanding shares of Chesapeake owned by them. In
conjunction with this closing, the sole stockholders also entered into an escrow agreement
and deposited 3,266,384 shares of the 4,082,980 newly issued shares of WidePoint common
stock into escrow. The 3,266,384 shares of common stock placed into escrow will be
released to the Chesapeake Shareholders in the event of the satisfaction of certain
conditions set forth in the merger agreement, which provides that during the period
commencing after the closing of the merger and ending on December 31, 2005, the
3,266,384 shares of common stock will be released to the Chesapeake shareholders in a
ratio based on the amount of revenues actually received by the Company from the business
acquired from Chesapeake. The December 31, 2005 escrow expiration date may be
extended for one additional year in the event it is determined that Chesapeake has
achieved certain performance levels in the latter part of 2005. In the event that
WidePoint does not receive certain levels of revenues from the business acquired from
Chesapeake, then any of the 3,266,384 shares of common stock to which the Chesapeake
shareholders have not become entitled to receive will be returned to the Company. For the
period ending March 31, 2005, the Company released 544,397 shares from escrow to the
Chesapeake shareholders upon the filing of the Companys Annual Report on Form 10-K
for the year ended December 31, 2004 with the Securities and Exchange Commission.

Pursuant to an agreement on April 30,
2004 between the Company and Tripoint Capital Advisors, LLP, the company issued 500,000
shares of its common stock without registration under the Securities Act of 1933 for
services rendered in association with the Chesapeake acquisition. These shares were
reported at the fair value at the date of issuance.

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-year full-recourse note.

Stock Warrants

On October 27, 2004 and November 22,
2004, the Company issued warrants to purchase 30,612 and 5,556 shares of common stock,
respectively, to Liberty Capitol as part of a consulting agreement in which Liberty
Capitol assisted the Company in arranging its senior debt financing with RBC-Centura. The
warrants have a term of 5 years. The Company used a fair-value option pricing model to
value these stock warrants at approximately $14,291. This value has been reflected as part
of stock warrants in the stockholders equity section of the consolidated balance
sheet and is being amortized over the life of the debt as interest expense.

Related Party 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-year full-recourse, 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). Amounts outstanding under these
notes are reflected as a reduction to stockholders equity until paid. Subsequent to
September 30, 2005, the amounts outstanding under these notes have been extinguished by
the noteholders.

8.    Financial Instrument

In October of 2004, the Company
issued warrants to purchase 10,228,571 shares of common stock to Barron Partners, LP as
part of a preferred stock financing. The warrants have a term of 5 years. The Company used
a fair-value option pricing model to value these stock warrants. The value of these
warrants has been reflected as a financial instrument in the short-term liabilities
section of the consolidated balance sheet as a result of the issuance of a registration
rights agreement that included a liquidated damages clause, which is linked to an
effective registration of such securities. Accordingly, the Company applied EITF 00-19,
Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Companys Own Stock and accounted for the warrants as a liability. In light of the
required accounting treatment under EITF 00-19, the Company is also required to value the
fair market price of the financial instrument as of September 30, 2005. The Company has
recorded a gain on the financial instrument of approximately $700,000 for the three month
period ended September 30, 2005, to adjust the difference between the fair-value of these
warrants at the end of the three month periods ended June 30, 2005 and September 30,
2005. The Company has recorded a gain on the financial instrument of approximately
$900,000 for the nine month period ended September 30, 2005, to adjust the difference
between the fair-value of these warrants at December 31, 2004 and September 30, 2005.

17

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The fair value of the financial
instrument as shown on the balance sheet assumes that the shares will be registered. The
fair value under the alternative of not registering the shares and paying the full cash
liquidated damages would be approximately $323,000 higher than recorded under the current
assumption.

The financial instrument, a
derivative, has not been designated as a hedge. The purpose of its issuance was to raise
additional capital in a more advantageous fashion than could be done without the use of
such an instrument. In addition to expecting the overall cost of capital to be less, the
use of the derivative instrument reduces the cost to the common shareholders when the
value of their shares declines in exchange for increasing the cost to the common
shareholders when the value of their shares increases, all of which should tend to reduce
the volatility of the value of the Companys common shares.

If the Companys registration
rights agreement with Barron is amended to provide for a liquidated damages provision
providing for the non-cash payment of damages in equity of the Company, it would not be
necessary to account for the warrants as a liability under EITF 00-19 or to continue to
recognize a related financial instrument.

9.     Litigation

As of December 31, 2004, ORC was the
defendant in a lawsuit entitled Fleuette v. ORC, C.A. No. 1:04-cv-1054, in the Eastern
District of Virginia, in which Renee Fleuette Gallagher, a former employee of ORC, alleged
that ORC wrongfully terminated her employment with ORC. The plaintiff sought an
unspecified amount of damages from ORC. Prior administrative and judicial proceedings
instituted by Ms. Gallagher against ORC had been dismissed or found to be without merit.
ORC did not believe that it had committed any wrong against Ms. Gallagher and therefore
vigorously defended itself in the lawsuit filed by Ms. Gallagher. As part of the
agreements entered into between WidePoint, ORC and the former stockholders of ORC at the
time of WidePoints acquisition of ORC, the former stockholders of ORC agreed to
indemnify WidePoint and ORC from any liability involving the claims by Ms. Gallagher
against ORC, including the above-captioned lawsuit. In February of 2005, a settlement was
reached between the parties and the complaints were dismissed.

Other than as described above, the
Company is not involved in any material legal proceedings.

18

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# ITEM 2.  MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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, 2004.

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 is an information
technology (IT) services firm with established competencies in federal
government and commercial sector IT consulting services, including planning, managing and
implementing IT solutions, software and secure authentication processes, and specialized
outsourcing arrangements. Our staff consists of business and computer specialists who help
customers augment and expand their resident technologic skills and competencies,
drive technical innovation, and help develop and maintain a competitive edge in
todays rapidly changing technological environment in business.

In 2004, WidePoint acquired
Chesapeake Government Technologies, Inc. (Chesapeake) and Operational Research
Consultants, Inc. (ORC) as part of WidePoints strategy to refocus the
Companys business development initiatives toward the substantial increase in
government spending on infrastructure and automation that has been accelerated by recent
geopolitical events that have created an unprecedented need for systems and process
expertise across most government markets, federal, state and local. This market is also
growing due to the fact that many government legacy systems and processes are approaching
the end of their technologically useful lives, indicating the need for significant upgrade
and enhancement. WidePoint intends to capitalize on the expected growth in its target
markets through its strategic acquisitions, continuing rollout of the ORC Public Key
Infrastructure (PKI) initiative, and by continuing to implement our project
based enterprise strategy emphasizing industry-wide best practices disciplines.

With the addition of the customer
base and the increase in revenues attributable to the ORC acquisition, WidePoints
opportunity to leverage and expand further into the federal marketplace has improved
dramatically. ORCs past client successes, top security clearances in their
facilities and with their personnel, and additional breadth of management talent have
expanded WidePoints reach into markets that previously were not accessible to the
Company. WidePoint intends to continue to leverage the synergies between the newly
acquired operating subsidiaries and cross sell those technical capabilities into each
separate marketplace serviced by its respective subsidiaries. Further, WidePoint is
continuing to actively search out new synergistic acquisitions that we believe will
further enhance the present base of business, which has been augmented by our recent
acquisitions and internal growth initiatives.

As a result of these actions,
WidePoints revenues for the three month period ended September 30, 2005 increased by
approximately 302% from approximately $0.9 million from the comparable three month period
ended September 30, 2004 to $3.6 million. This increase was materially due to the
additional revenues generated by WidePoints acquisition of ORC in October 2004. As a
function of the ORC acquisition, we presently derive a relatively larger base of revenue
from contracts with U.S. government agencies and U.S. government contractors that are
focused on national security. Funding for these programs and services are generally linked
to trends in U.S. government spending in the areas of defense, intelligence and homeland
security. Leading up to and following the terrorist events of September 11, 2001, the U.S.
government substantially increased its overall defense, intelligence and homeland security
budgets. Because of the increasing focus on national security, ORCs client
relationships in this sector, and ORCs PKI initiative we anticipate that quarterly
revenues will continue at these levels or higher levels in future quarters.

A number of factors, including the
progress of contracts, revenues earned on contracts, the number of billable days in a
quarter, the timing of the pass-through of other direct costs, the commencement and
completion of contracts during any particular quarter, the schedule of the government
agencies for awarding contracts, the term of each contract that we have been awarded and
general economic conditions may subject our revenues and operating results to significant
variation from quarter to quarter. Because a significant portion of our expenses, such as
personnel and facilities costs, are fixed in the short term, successful contract
performance and variation in the volume of activity as well as in the number of contracts
commenced or completed during any quarter may cause significant variations in operating
results from quarter to quarter.

19

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With our recent acquisition of ORC we
rely upon a larger portion of our revenues from the Federal Government, either directly or
as a subcontractor. The Federal Governments fiscal year ends September 30th. If a
budget for the next fiscal year has not been approved by that date, our clients may have
to suspend engagements that we are working on until a budget has been approved. Such
suspensions may cause us to realize lower revenues in the fourth quarter and/or first
quarter of the year. Further, a change in presidential administrations and in senior
government officials may negatively affect the rate at which the Federal Government
purchases the services that we offer.

As a result of the factors above,
period-to-period comparisons of our revenues and operating results may not be meaningful.
You should not rely on these comparisons as indicators of future performance as no
assurances can be given that quarterly results will not fluctuate, causing a possible
material adverse effect on our operating results and financial condition.

In addition, most of WidePoints
current costs consist primarily of the salaries and benefits paid to WidePoints
technical, marketing and administrative personnel. As a result of our plan to expand
WidePoints operations through a combination of internal growth initiatives and
merger and acquisition opportunities, WidePoint expects such costs to
increase.  WidePoints profitability also depends upon both the volume of
services performed and the Companys ability to manage costs.  As a
significant portion of the Companys cost is labor related, WidePoint must
effectively manage these costs to achieve and grow its profitability.  To date, the
Company has attempted to maximize its operating margins through efficiencies achieved by
the use of its proprietary methodologies, and by offsetting increases in consultant
salaries with increases in consultant fees received from its clients. The uncertainties
relating to the ability to achieve and maintain profitability, obtain additional funding
to partially fund the Companys growth strategy and provide the necessary investment
to continue to upgrade its management reporting systems to meet the continuing demands of
the present regulatory changes affect the comparability of the information reflected in
the selected consolidated financial information presented above.

# Results of Operations

Three Months Ended
September 30, 2005 as Compared to Three Months Ended September 30, 2004

Revenue.  Revenue for the three month period ended September 30, 2005 was approximately
          $3,645,000 as compared to approximately $907,000 for the three month period
          ended September 30, 2004. The increase in revenue was primarily attributable to
          the full quarter impact of revenues derived from our acquisition of ORC in
          October 2004.

Cost
of sales.   Cost of sales for the three month period ended September 30, 2005, was
approximately $2,831,000, or 78% of revenues, an increase of approximately $2,164,000 over
cost of sales of approximately $667,000, or 74% of revenues, in the three month period
ended September 30, 2004. The percentage increase in cost of sales was primarily
attributable to higher cost of sales related to the revenues at ORC, which resulted in a
percentage decrease in relative gross profit. The absolute increase in cost of sales was
materially attributable to higher revenues and cost of sales as a direct result of our
acquisition of ORC in October 2004.

Gross
profit.  As a result of the above, gross profit for the three month period ended September
30, 2005, was approximately $814,000, or 22% of revenues, an increase of approximately
$574,000 over gross profit of approximately $240,000, or 26% of revenues, for the three
month period ended September 30, 2004.

Sales
and marketing.  Sales and marketing expense for the three month period ended September 30,
2005, was approximately $138,000, or 4% of revenues, a decrease of approximately $9,000,
as compared to approximately $147,000, or 16% of revenues, for the three month period
ended September 30, 2004. The percentage decrease in sales and marketing expense was the
result of lesser relative sales and marketing expense attributable to the acquisition of
ORC in October 2004. The absolute decrease was materially attributable to a decrease in
sales consulting expenses.

20

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General
and administrative.  General and administrative expenses for the three month period ended
September 30, 2005, were approximately $656,000, or 18% of revenues, an increase of
approximately $458,000, as compared to approximately $198,000, or 22% of revenues,
incurred by the Company for the three month period ended September 30, 2004. The
percentage decrease in general and administrative expense was attributable to lesser
relative general administrative expense in relation to the increased revenue base as a
result of our acquisition of ORC in October 2004. The increase in general and
administrative expenses for the three months ended September 30, 2005, was primarily
attributable to an increase of approximately $433,000 in additional general and
administrative expenses associated with our acquisition of ORC in October 2004, as well as
other general and administrative costs associated with the integration of ORC with
WidePoint, increases in our accounting and legal fees associated with our requisite
filings with the Securities and Exchange Commission, and WidePoints ongoing merger
and acquisition efforts.

Depreciation
expense.  Depreciation expense for the three month period ended September 30, 2005, was
approximately $6,000, or less than 1% of revenues; an increase of $5,000, as compared to
approximately $1,000 of such expenses, or less than 1% of revenues, recorded by the
Company for the three month period ended September 30, 2004. The increase in depreciation
and amortization expenses for the three month period ended September 30, 2005, was
primarily attributable to a larger pool of depreciable assets resulting from the
acquisition of ORC in October 2004, and an increase in amortization expense associated
with the preliminary purchase accounting related to the purchase of ORC during October
2004.

Interest
income.  Interest income for the three month period ended September 30, 2005, was $2,312,
or less than 1% of revenues, an increase of $1,005 as compared to $1,307, or less than 1%
of revenues, for the three month period ended September 30, 2004. The increase in interest
income for the three month period ended September 30, 2005, was primarily attributable to
interest income provided by the notes issued to the former shareholders of ORC.

Interest
expense.  Interest expense for the three month period ended September 30, 2005, was
$48,484, or 1% of revenues as compared to $493, or less than 1% of revenues, for the three
month period ended September 30, 2004. The increase in interest expense for the three
month period ended September 30, 2005 was primarily attributable to WidePoints
increase in interest expense associated with its recent secured senior lending facility
with RBC-Centura which was utilized in association with the purchase of ORC.

Gain
on Financial instrument.  The gain from financial instrument for the three month period
ended September 30, 2005, was approximately $702,000. The gain on financial instrument
represents the decrease during the three months ended September 30, 2005 in the estimated
fair value of the warrants issued to Barron Partners, L. P. in connection with the
preferred stock financing. The estimated fair value of the warrants decreased principally
because of a stabilization in the value of the Company stock underlying the warrants, as
well as the a leveling of market interest rates during the quarter which had a downward
effect in the volatility of the Companys stock and therefore a downward effect on
the warrant value.

Other
Income (Expense).  There was no other income or expenses for the three month periods ended
September 30, 2005, and September 30, 2004.

Net
earnings (loss).  As a result of the above, the net earnings for the three month period
ended September 30, 2005, was approximately $723,000 as compared to the net loss of
approximately $105,000 for the three months ended September 30, 2004.

Nine Months Ended
September 30, 2005 as Compared to Nine Months Ended September 30, 2004

Revenue.  Revenue
for the nine month period ended September 30, 2005 was approximately           $9,236,000
as compared to approximately $2,471,000 for the nine month period           ended
September 30, 2004. The increase in revenue was primarily attributable to           the
full nine month effect of revenues realized from our acquisition of ORC in
          October 2004.

Cost
of sales.  Cost of sales for the nine month period ended September 30, 2005, was
approximately $6,887,000, or 75% of revenues, an increase of approximately $5,036,000 over
cost of sales of approximately $1,851,000, or 75% of revenues, for the nine month period
ended September 30, 2004. The absolute increase in cost of sales was materially
attributable to higher revenues and cost of sales resulting from our acquisition of ORC in
October 2004.

21

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Gross
profit.  As a result of the above, gross profit for the nine month period ended September
30, 2005, was approximately $2,349,000, or 25% of revenues, an increase of approximately
$1,729,000 over gross profit of approximately $620,000, or 25% of revenues, for the nine
month period ended September 30, 2004.

Sales
and marketing.  Sales and marketing expense for the nine month period ended September 30,
2005, was approximately $479,000, or 5% of revenues, an increase of approximately
$102,000, as compared to approximately $377,000, or 15% of revenues, for the nine month
period ended September 30, 2004. The absolute increase was materially attributable to the
increase in sales and marketing expenses resulting from our acquisition of ORC in October
2004.

General
and administrative.  General and administrative expenses for the nine month period ended
September 30, 2005, were approximately $2,383,000, or 26% of revenues, an increase of
approximately $1,327,000, as compared to approximately $1,056,000, or 43% of revenues,
incurred by the Company for the nine month period ended September 30, 2004. The absolute
increase in general and administrative expenses for the nine months ended September 30,
2005, was primarily attributable to an increase of approximately $1,190,000 in additional
general and administrative expenses associated with our acquisition of ORC in October
2004, as well as other general and administrative costs associated with the integration of
ORC with WidePoint, increases in our professional fees associated with our requisite
filings with the Securities and Exchange Commission, and an increase of approximately
$400,000 attributable to an increase in the estimated consulting fee accrual associated
with the Chesapeake escrowed shares, and WidePoints ongoing merger and acquisition
efforts.

Depreciation
expense.  Depreciation expense for the nine month period ended September 30, 2005, was
approximately $19,000, or less than 1% of revenues, an increase of $16,000, as compared to
approximately $3,000 of such expenses, or less than 1% of revenues, recorded by the
Company for the nine month period ended September 30, 2004. The increase in depreciation
and amortization expenses for the nine month period ended September 30, 2005, was
primarily attributable to the increased pool of depreciable assets resulting from the
acquisition of ORC in October 2004, as well as an increase in amortization expense
associated with the purchase accounting related to the purchase of ORC.

Interest
income.  Interest income for the nine month period ended September 30, 2005, was $4,831, or
less than 1% of revenues, a decrease of $175 as compared to $5,006, or less than 1% of
revenues, for the nine month period ended September 30, 2004. The slight decrease in
interest income for the nine month period ended September 30, 2005, was primarily
attributable to an increase in interest income from the notes outstanding to the former
ORC shareholders offset by lesser amounts of interest income realized from the daily
investment of cash and cash equivalents available to the company over this time period.

Interest
expense.  Interest expense for the nine month period ended September 30, 2005, was
approximately $152,000, or 2% of revenues, an increase of approximately $151,000 as
compared to $608, or less than 1% of revenues, for the nine month period ended September
30, 2004. The increase in interest expense for the nine month period ended September 30,
2005 was primarily attributable to WidePoints increased utilization of its recent
secured senior lending facility with RBC-Centura, which was utilized in association with
the purchase of ORC.

Gain
on Financial instrument.  The gain from financial instrument for the nine month period
ended September 30, 2005, was approximately $1,228,000. The gain on financial instrument
represents a decrease during the nine months ended September 30, 2005 in the estimated
fair value of the warrants issued to Barron Partners, L. P. in connection with the
preferred stock financing. The estimated fair value of the warrants decreased principally
because the estimated volatility of the Companys stock declined. Some of the
decrease was also attributable to the passage of time resulting in a decrease in the remaining term of the
option. This decline in turn resulted from the relatively narrow trading range of the
Companys stock in the nine months as compared to past history. A less volatile stock
provides a lower probability that the warrant holder will be able to eventually realize a
gain on exercise. The effect of the decreased estimated volatility was partially offset by
the increase in the value of the Company stock underlying the warrants, as well as the
increased market interest rates during the nine months which had an upward effect on the
warrant value.

22

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Other
income (expense).  Other income for the nine month period ended September 30, 2005, was
$1,910, or less than 1% of revenues, as compared to $0 for the nine month period ended
September 30, 2004.

Net
earnings (loss).  As a result of the above, the net earnings for the nine month period
ended September 30, 2005, was approximately $606,000 as compared to the net loss of
approximately $812,000 for the nine months ended September 30, 2004.

Liquidity and Capital
Resources

The Company has, since inception,
financed its operations and capital expenditures through the sale of preferred and common
stock, seller notes, convertible notes, convertible exchangeable debentures, senior
secured loans and the proceeds from the exercise of the warrants related to a convertible
exchangeable debenture. During 2004 and the nine months ended September 30, 2005,
operations were materially financed with working capital, senior debt and the proceeds
from a convertible preferred stock issuance and warrant exercise.

Cash provided by operating activities
for the quarter ended September 30, 2005, was approximately $178,000 as compared to cash
used in operating activities of approximately $178,000 for the quarter ended September 30,
2004. The decrease in cash balances available for operating activities for the quarters
ended September 30, 2005 and 2004, respectively, were primarily a result of investments in
which we expanded our cost structure to implement our growth strategy to fund our
operations.

Capital expenditures in property and
equipment for the quarters ended September 30, 2005 and September 30, 2004 were
approximately $2,000 and $4,000, respectively.

As of September 30, 2005, the Company
had a net working capital deficit of approximately $2.1 million.  WidePoints primary source of
liquidity consists of approximately $0.4 million in cash and cash equivalents and
approximately $2.8 million of accounts receivable. The increase in accounts receivable was
primarily the result of the Companys acquisition of ORC and is attributable to
slower processing and collection times associated with the normal billing and collecting
cycle of ORC as compared to WidePoints historical client base. Current liabilities
include approximately $2.2 million in accounts payable and accrued expenses; $0.1 million
in a line of credit with RBC-Centura Bank; and approximately $3.0 million in financial
instruments which may be converted to equity upon the extinguishment of the Companys
liquidated damages clause within the registration rights agreement entered into with
Barron Partners, LP. The maximum amount of cash that the Company will have to pay pursuant
to the financial instrument is $260,000, the rest will, under any circumstances, be either
expire unused or will be settled with common stock The material increase in liabilities is
predominately the result of the acquisition of ORC and the increase in the computed
valuation of the financial instrument as of September 30, 2005.

The Companys business
environment is characterized by rapid technological change, experiences times of high
growth and contraction, and is influenced by material events such as mergers and
acquisitions that can substantially change the Companys outlook.

Since 2002, WidePoint 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. There
are currently no material commitments for capital expenditures. 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.

On October 25 and 29, 2004,
WidePoint completed financings with Barron Partners L.P. (Barron), a private
equity fund that engages in investing primarily in private investments in publicly traded
entities, for an aggregate amount of $3,580,000, under a preferred stock purchase
agreement and related agreements. Net proceeds from the financing after costs and
expenses, including fees of finders and agents, were approximately $3,030,000. WidePoint
issued an aggregate of 2,045,714 shares of its Series A Convertible Preferred Stock that
are convertible into an aggregate of 20,457,143 shares of its Common Stock at a conversion
rate equal to $0.175 per share. In addition, WidePoint issued to Barron warrants to
purchase up to an additional 10,228,571 shares of its Common Stock at an exercise price of
$0.40 per common share. In April and May, 2005, Barron exercised warrants for 2,000,000
shares of common stock, providing $800,000 in gross proceeds to the Company. In August and
September, 2005, Barron exercised warrants for 2,500,000 shares of common stock providing
$1,000,000 in gross proceeds to the Company.

23

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Pursuant to the registration rights
agreement between Barron and WidePoint related to the stock issuances described in the
preceding paragraph, WidePoint filed a registration statement on January 5, 2005, covering
the resale of the shares of common stock issuable upon conversion and/or exercise of the
Series A Convertible Preferred Stock and the warrants issued to Barron. If our
registration statement is not declared effective by the Securities and Exchange Commission
by September 30, 2005 and thereafter kept effective through October 20, 2007, subject to
permissible blackout periods and registration maintenance periods, then WidePoint will be
required to pay Barron liquidated damages of up to $20,000 for each month the registration
statement is not effective. Barron has waived this penalty through September 30, 2005.

As stated in Note 8 of the Notes to
Condensed Consolidated Financial Statements above, the Company may amend its registration
rights agreement with Barron prior to the end of 2005 to revise the liquidated damages
provision, which now provides for the payment of damages in cash, to a provision providing
for the non-cash payment of damages in equity of the Company. If such amendment to the
registration rights agreement is effected, it would no longer be necessary to account for
the warrants as a liability or to continue to recognize a related financial instrument.

WidePoint believes that its current
cash position and line of credit is sufficient to meet capital expenditure and working
capital requirements for the near term. From a current trend perspective, WidePoint
believes that the net working capital deficit of $2.2 million will improve, as the
investment costs of software development programs are substantially reduced and additional
proceeds are realized from the exercise of warrants by investors; both of which are
expected to be partially offset by incremental working capital needs associated with the
projected revenue growth of the business. WidePoint is unaware of any additional known
trends or uncertainties not described herein that are reasonably likely to result in
liquidity increasing or decreasing in any material way. However, the growth and
technological change of the market make it difficult 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. Further, our failure to comply
with the restrictive covenants under our revolving credit facilities could result in an
event of default, which, if not cured, amended, or waived, could result in our being
required to repay these borrowings before their due date. To date any covenants that we
have not been compliant with have either been amended or waived and we continue to work
with RBC-Centura to structure appropriate covenants that match our present business
condition and environment. If we are forced to refinance these borrowings on less
favorable terms, our results of operations and financial condition could be adversely
affected due to the increased cost and interest rate. As of September 30, 2005, the
Company was compliant with our revolving credit facilities. Additionally, a major
expansion, such as occurred with the acquisition of ORC or any other major new
subsidiaries, might require external financing that could include additional debt or
equity capital. The Company obtained a one year senior line of credit from RBC-Centura
Bank in October 2004 for up to $2.5 million dollars, collateralized against accounts
receivables, that also allows for the expansion of this line of credit up to $5.0 million
upon the successful completion of an additional acquisition. The interest rate on the line
of credit is variable, and is based upon the prime lending rate. Subsequently, on November
1, 2005 the Company entered into an extension with RBC-Centura through March 1, 2006 of
the revolving credit facility. The only modification of the terms of the agreement were
for an increase in the borrowing rate from prime to prime plus 1% during the period of the
extension. All other terms remained the same. A pro rata administrative fee of 1⁄2 of
1 % of the $2.5 million revolving credit base of approximately $4,000 was charged by
RBC-Centura for the issuance of the extension.

Approximately $1.2 million of the
senior line of credit was utilized in the acquisition of ORC. In addition, the Company
raised approximately $3.6 million in connection with the aforementioned equity investments
by Barron Partners, LP, that were used in the acquisition of ORC. There can be no
assurance that additional financing, if required, will be available on acceptable terms,
if at all, for future acquisitions and/or growth initiatives.

The Companys valuation of the
PKI intangible recorded in connection with the acquisition of ORC in October 2004 was
estimated based on projections of income from the two PKI software versions. A revised
valuation to be performed by independent appraisers will be used to finalize the valuation
for the year ended December 31, 2005. There were no pre-acquisition contingencies under
SFAS No. 141 relating to the ORC acquisition and the Company does not expect that the
final valuation will materially differ from the preliminary valuation.

24

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# Off-Balance Sheet
Arrangements

The Company has no existing
off-balance sheet arrangements as defined under SEC regulations.

# ITEM 3. CONTROLS AND
PROCEDURES.

# Disclosure Controls and
Procedures

The
Companys disclosure controls and procedures are designed to ensure that information
required to be disclosed by the Company in the 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s rules and
forms, and include controls and procedures designed to ensure that such information is
accumulated and communicated to the Companys management, including its principal
executive and principal financial officers, to allow timely decisions regarding required
disclosure. Based on the evaluation of the effectiveness of the Companys disclosure
controls and procedures as of September 30, 2005 required by Rule 13a-15(b) under the
Securities Exchange Act of 1934 and conducted by the Companys principal executive
and principal financial officers, such officers concluded that the Companys
disclosure controls and procedures were not effective as of September 30, 2005. That
conclusion was based on the existence of the material weaknesses in our internal control
over financial reporting discussed below.

# Changes in Internal
Control Over Financial Reporting

In
connection with the evaluation by the Companys principal executive and principal
financial officers required by Rule 13a-15(d) under the Securities Exchange Act of 1934,
such officers determined that the following change in the Companys internal control
over financial reporting occurred during the quarter ended September 30, 2005, that has
materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.

During
and shortly after the third quarter ended September 30, 2005, we identified a material
weakness in our internal control over financial reporting that related to insufficient
technical accounting expertise within our accounting function to resolve complex
accounting matters relating to our April 2004 acquisition of Chesapeake Government
Technologies, Inc. (Chesapeake), our October 2004 acquisition of Operational
Research Consultants, Inc. (ORC), and our October and November 2004 Barron
financing transactions. As a result of SEC comments regarding our pending Form S-1
Registration Statement and recent periodic reports filed with the Commission, we
determined that we had not correctly accounted for the Chesapeake acquisition, as it
should have been accounted for separately from our October 2004 acquisition of ORC; we
determined that certain amortization costs related to the ORC acquisition should have been
classified in cost of sales; and we determined that under our October and November 2004
Barron financing agreements, the recordation of preferred stock should have been recorded
as temporary preferred equity. As earlier reported in our Quarterly Reports for the
quarters ended March 31 and June 30, 2005, in an effort to remediate material weaknesses
described in those reports, we engaged a consulting firm in January 2005 with accounting
expertise to resolve complex accounting matters such as were described in those reports as
well as the matters reported above in this report. We continue to use the services of that
firm and believe that the material weaknesses in our internal controls previously reported
and reported herein will be remediated during the fourth quarter of this year, as we
expect the above-referenced complex accounting issues will have been resolved.  We further
believe that the total costs associated with the remediation will not be material.

25

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# PART II.

# OTHER INFORMATION

# ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On August 24, 2005 Barron exercised
warrants to purchase 1,000,000 shares of common stock at a price of $0.40 per share. On
September 22, 2005 Barron exercised warrants to purchase 1,500,000 shares of common stock
at a price of $0.40 per share. The Companys sale of shares to Barron upon exercise
of such warrants was effected by the Company without registration under the Securities Act
of 1933 in reliance upon the private offering exemption under section 4(2) thereof.

# ITEM 6. EXHIBITS.

|(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.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

26

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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 21, 2005 | /s/ STEVE L. KOMAR                   
|                        | Steve L. Komar                       
|                        | President and Chief Executive Officer
|                        |                                      
|                        |                                      
|                        | /s/ JAMES T. MCCUBBIN                
|                        | James T. McCubbin                    
|                        | Vice President - Principal Financial 
|                        | and Accounting Officer               

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