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  **SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549****FORM 10-K**   þ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.****For the fiscal year ended December 31, 2008.****OR**   o **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 001-33035****WIDEPOINT CORPORATION**(Exact name of registrant as specified in its charter.)   Delaware 52-2040275   (State or other jurisdiction of (I.R.S. Employerincorporation or organization) Identification No.)   18W100 22nd St., Oakbrook Terrace, IL 60181   (Address of principal executive offices) (Zip Code)Registrant’s phone number, including area code: (630) 629-0003Securities registered pursuant to Section 12(b) of the Act:Titleof each class:Common Stock, $.001 par value per shareName of each exchange on which registeredNYSE AmexSecurities registered pursuant to section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.  Yes o No þIndicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.  Yes o No þIndicate by check mark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days: Yes þ No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. oIndicate by check mark whether the registrant is a large accelerated filer, an acceleratedfiler, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of theAct).       Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company þ       Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 ofthe Act).Yes o No þState the aggregate market value of the registrant’s voting and non-voting common equity heldby non-affiliates of the registrant computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter.  $ 56,310,369.As of March 24, 2009, the registrant had 58,305,514, shares of its Common Stock issued andoutstanding.DOCUMENTS INCORPORATED BY REFERENCEThe information called for by Part III of the Form 10-K is incorporated by reference from theregistrant’s definitive proxy statement which will be filed pursuant to Regulation 14A not laterthan 120 days after the end of the fiscal year covered by this report.  
 

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PART IITEM 1. BUSINESSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANTPART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPart IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPart IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXExhibit 21Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32

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**PART I****ITEM 1.****BUSINESS.**This Annual Report on Form 10-K contains forward-looking statements that involve substantial risksand uncertainties, many of which are outside of our control. We believe that these statements arewithin the definition of the Private Securities Litigation Reform Act of 1995. You can oftenidentify these statements by the use of words such as “may,” “will,” “expect,” “intend,”“anticipate,” “believe,” “plan,” “seek,” “estimate,” “continue” and other similar words orvariations on such words. You should read our forward-looking statements carefully because theydiscuss our future expectations, make projections of our future results of operations or financialcondition or state other “forward-looking” information. Although forward-looking statements in thisAnnual Report reflect our good faith judgment, such statements can only be based on facts andfactors currently known by us. Consequently, forward-looking statements are inherently subject torisks and uncertainties and actual results and outcomes may differ materially from the results andoutcomes discussed in or anticipated by the forward-looking statements. The factors that couldcause or contribute to such differences include, but are not limited to, those discussed elsewherein this Annual Report. We undertake no obligation to update any forward-looking statement.In this document, unless the context indicates otherwise, the terms “Company” and “WidePoint,” aswell as the words “we,” “our,” “ours” and “us,” refer to both WidePoint Corporation and itsconsolidated subsidiaries. The term “registrant” refers only to WidePoint Corporation, a Delawarecorporation.Industry and market data used throughout this Annual Report on Form 10-K were obtained throughsurveys and studies conducted by third parties, industry and general publications and internalcompany research. We have not independently verified any of the data from third-party sources norhave we ascertained any underlying economic assumptions relied upon therein. While we are not awareof any misstatements regarding the industry data presented herein, estimates involve risks anduncertainties and are subject to change based on various factors.**Overview**WidePoint Corporation (“WidePoint” or the “Company”) is a technology-based provider of product andservices to both the government sector and commercial markets. WidePoint was incorporated inDelaware on May 30, 1997. We have grown through the merger of highly specialized regional ITconsulting companies. Since the first merger in 1998, all the WidePoint companies are united by acommon set of corporate values. **•** The belief in 100% customer satisfaction.  **•** An innovative and entrepreneurial approach to business problems.  **•** A reputation for being an employee-centric organization where the concern for, andappreciation of, its highly skilled and competent staff encourages both personal andprofessional growth.
 
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Our expertise lies in three business segments. These segments offer unique solutions in identitymanagement services utilizing certificate-based security solutions; wireless telecommunicationexpense management systems; and other associated information technology (“IT”) consulting servicesand products through which we provide specific subject matter expertise in IT Architecture andPlanning, Software Implementation Services, IT Outsourcing, and Forensic Informatics. Foradditional information related to our three business segments, see Note 9 of our consolidatedfinancial statements in this Form 10-K.WidePoint has three material operational entities, Operational Research Consultants, Inc. (ORC);iSYS, LLC (iSYS), which we acquired in January 2008; and WidePoint IL, Inc., operated together withProtexx Acquisition Corporation doing business as Protexx, which we acquired in July 2008.ORC specializes in IT integration and secure authentication processes and software, andproviding services to the U.S. Government. ORC has been at the forefront of implementingPublic Key Infrastructure (PKI) technologies. PKI technology uses a class of algorithms inwhich a user can receive two electronic keys, consisting of a public key and a private key,to encrypt any information and/or communication being transmitted to or from the user withina computer network and between different computer networks. PKI technology is rapidlybecoming the technology of choice to enable security services within and between differentcomputer systems utilized by various agencies and departments of the U.S. Government.iSYS specializes in mobile telecommunications expense management services, forensicinformatics, and information assurance services, predominantly to various agencies anddepartments of the U.S. Government.Protexx, which was in the development stage when we acquired it, specializes inidentity assurance, and mobile and wireless data protection products and services.By delivering advanced, federally certified and other customized technologies, the Company enablesorganizations to deploy fully compliant IT services in accordance with government-requirements andthe demands of the commercial marketplace.We are led by an experienced management team and our competencies are aligned with evolvingsecurity and economic priorities. Our proven experience, top secret security clearances, contractvehicles and fluency across many technologies puts us in an elite group of advanced solutionproviders serving a wide array of customers’ needs.Our staff consists of business process and computer specialists who help our government andcivilian customers augment and expand their resident technologic skills and competencies, drivetechnical innovation, and help develop and maintain a competitive edge in today’s rapidly changingtechnological environment. Our organization emphasizes an intense commitment to our people, ourcustomers, and the quality of our solutions offerings. As a services organization, our customersare our primary focus.
 
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TheCompany’s revenues in 2008 increased by approximately 151% from approximately $14.1 million in2007 to approximately $35.4 million in 2008. The increase in revenues in 2008compared to 2007 was primarily the result of our acquisition of iSYS and the addition of the iSYSwireless telecommunication expense management systems segment. While we anticipate revenue gainsfor our 2009 calendar year at each of our three business segments, the realization of those gainsmay be subject to timing delays in project implementation phases that may be outside the control ofthe Company, and there can be no assurance that our revenues will increase in 2009.**Business Services*****Identity Management***We believe a trusted digital identity is critical in today’s information age. WidePoint hasoperational experience in all facets of identity proofing, credential issuing and public keytechnology. In government as in business, knowing whom you’re dealing with is essential when usingany form of electronic communications. Businesses need identity assurance for commercialenterprises such as e-Commerce, online banking and trading, Internet-based enterprise solutions forprocess automation, or digital form signing.Widepoint understands and has delivered compliant identity management solutions critical to ourcustomer’s success. The Company believes that, through its ORC and Protexx subsidiaries, it ispositioned at the forefront of implementing Public Key Infrastructure (“PKI”) solutions. WithWidePoint, our clients get the strength and experience of a premier organization in the InformationAssurance industry. We believe we implement a system that’s right the first time and ready tosupport our clients through the lifecycle of identity management solutions.WidePoint also provides an analysis of an organization’s business and technical policies acrossapplication and data resources for the implementation of various devices such as smart cards,security tokens, cell phones and personal computers, and efficiently implementing thesecapabilities by incorporating higher levels of automated infrastructure. Our implementationenables an organization to quickly deploy a fully operational capability, providing the highestlevels of identification and authorization of users and devices, securing of sensitive data,time-stamping and archiving of data, and an auditable process flow. Further, our credentials usedto accomplish all of these requirements are interoperable with any other U.S. federal agency ororganization choosing to accept U.S. federally-compliant credentials.WidePoint’s wholly-owned subsidiary, Operational Research Consultants (“ORC”) is certified by theFederal Government to facilitate public access to the services offered by Government agenciesthrough the use of information technologies, including on-line access to computers for purposes ofreviewing, retrieving, providing, and exchanging information. Our Digital Certificate Credentialsare authorized to provide trusted individual or business identity information for use by theDepartment of Defense (“DoD”), FirstGov and participating U.S. Government agencies. TheseCredentials can be used to: **•** Authenticate to government and organization websites containing “Sensitive ButUnclassified (SBU) information.”  **•** Contract for the purchase of goods or services.  **•** Verify the identity of electronic mail correspondents.
 
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 **•** Verify the identity of web/ application servers.  **•** Verify the identity of individuals accessing data servers.  **•** Verify the integrity of software and documents posted on data servers.Our Digital Certificate Credential services include the Department of Defense External CertificateAuthority (DoD ECA), Access Certificates for Electronic Services (ACES), and the GSA Shared ServiceProvider (SSP).***Wireless Telecommunications Expense Management Services (TEMS)***Widepoint, through our wholly-owned subsidiary iSYS, utilizes our extensive experience working withgovernment and commercial enterprises to develop well-managed solutions that take the pain out ofmanaging wireless telecom expenses and devices. We work with carriers to build a complement ofservices that work in our clients’ interest. A key to our success is providing a single sourcefrom which to manage the wireless assets of our clients. We establish a standard process thatfocuses on the goals of the entire organization rather than counter-productive individual desiresthat often occur with personal communication devices. Our approach allows our clients to take anoverall look at their communication network and identify issues that affect mission requirements,cost to the organization, and employee performance. We provide a variety of reports that providedata for periodic reviews and strategic decision-making. We find that our mobile servicesgenerally save our clients 30% to 65% of their current wireless costs.At the core of our approach is a comprehensive database of all of our client’s telecom assets. Ourweb-based portal allows our clients to view where their assets are located throughout theirorganization. By understanding the types of devices that are deployed and how they are used, ourclients can effectively manage their current inventory and control new procurements. We also takeadvantage of bulk savings for our clients by utilizing all available voice, data, and message plansoffered by the carriers, so our clients only pay for the services they utilize. We also secure ourclients valuable telecom assets. We believe that Telecom resources are extremely valuable assetsto our client’s organizations – valuable both in terms of equipment and information capture. Witha strong record of working with some of the most sensitive government and corporate clients, webuild solutions that ensure the privacy of both corporate and personal information. Ourcentralized approach helps to prevent security breaches and ensure that information resides withinour client’s organization instead of within individual user populations.
 
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***Consulting Services***WidePoint offers a full range of consulting services and products to support our clients’ IT needs.We draw upon the expertise and talents of our consultants and combine this with our businessknowledge, so that our clients see results quickly and responsively. Through the combination ofselect products that we offer along with our consultants’ subject matter expertise we provide ourclients with a diverse selection of IT integrated consulting services. Among these services are:*IT Architecture and Planning*WidePoint offers IT architecture and planning services to ensure that our clients get the most fromtheir IT investments. Our experience enables us to help our clients make important decisions thatalign IT with business goals and objectives. Our approach is to be our client’s strategic advisorwithout vendor or technology specific bias in the following areas: **•** IT Strategic Planning  **•** Software Selection  **•** Project Management*Software Implementation Services*WidePoint’s software implementation services team provides our clients with the creative andtechnical expertise needed to execute projects of any size. Our consultants follow a rapid,iterative methodology that provides benefits and reduces the risks typically associated withsoftware implementation projects. We possess specific competencies and experience in the followingareas: **•** Application Development  **•** Application Integration  **•** Business Intelligence*IT Outsourcing*Within today’s business environment, less time spent worrying about the Information Technology (IT)needs of our clients means more time spent on the success of the core activities of theirbusinesses. WidePoint’s Information Technology Outsource specialists work with our clients todevelop a customized solution that cost effectively provides for their IT needs. We specialize inthe following areas: **•** Infrastructure Management  **•** Applications Management  **•** IT Strategic Planning
 
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*Information Assurance (IA)*WidePoint’s wholly-owned subsidiary iSYS provides a full range of Information Assurance supportservices to help our customers to protect and defend information and information systems byensuring confidentiality, integrity, authentication, availability, and non-repudiation. Additionally, our IA Services include strategic risk analysis and management support that includesphysical security, reliability, continuity of operations planning (COOP), and support for otherenterprise governance issues such as privacy, compliance, audits and disaster recovery.   Our IAservices include: **•** Certification and Accreditation  **•** Security Architecture Design  **•** System Security Planning  **•** Security Risk Assessment and Mitigation Planning  **•** Vulnerability Testing and Remediation  **•** Customizable IA plans and processes to correspond to customer needs  **•** Continuity of Operations Planning*Forensic Informatics*WidePoint’s wholly-owned subsidiary iSYS provides systems engineering services that specialize inForensic Informatics to federal, state, and local government agencies throughout the U.S. As theneed for faster and more efficient information systems in support of our nation’s law enforcementpersonnel continues to increase, we team with our customers and other IT partner companies toprovide superior information technology (IT) services support.Our support services address on-going enhancements to existing IT systems along with developing newIT systems that incorporate the evolution of long-term advanced hardware and software technologies.In supporting the Federal, State, and Local government agencies, we provide full lifecycle systemsupport services that include: software development, system integration, testing, securityengineering, training, and operations & maintenance services to our customers.**Business Growth Strategy**Our objective is to grow our business profitably as a premier technology-based provider of productand services to both the government sector and commercial markets with a current emphasis placed ongrowing our government sector in two managed services segments: Identity Management, and WirelessTelecommunications Expense Management Services. Our strategies for achieving this objectiveinclude the following: **•** *Expanding our Customer Base.*Since inception, and with each of the companies we have acquired, we have focused on providinginformation technology-based solutions and services to our customers. We have several longstanding customer relationships. We intend to capitalize on our long-term relationships with ourcustomers and our reputation within the Department of Defense and other government agencies andcorporate clients, to attract new customers and to cross-sell our array of solutions to ourexisting customers. Under the “best value” contracting process that has resulted from reforms inthe government procurement process, past performance and technical approach are key factors thatthe government may consider when evaluating competitive bids. Based on our long-term support tomany of our customers, we believe we have a successful past performance track record and havedemonstrated technical expertise that gives us credibility withthese customers and enhances our ability to be successful in bidding on follow-on contracts andincompeting for new programs of both existing and new customers. Because many of our personnel areon-site with our customers or work in close proximity to our customers, we develop closerelationships with them and are often able to enhance our customers’ operations by rapidlyidentifying and developing solutions for customer-specific requirements.
 
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 **•** *Targeting High Growth Segments of the Market*We believe the projected growth in government information technology spending and outsourcing ofkey components of their processes, such as identity management services and mobile telecom expensemanagement services, will offer opportunities for the management and delivery of advancedtechnology solutions for enterprise applications and information systems. We intend to continue totarget and expand our service offerings in high growth program areas. In particular, we intend tofocus on developing or providing new or improved solutions in cyber security/information assurance,including cyber security and homeland defense programs, and other identity management andinfrastructure solutions for secured system environments. We also plan to continue to targetcustomers seeking to improve their information technology infrastructures and systems, especiallythose charged with building and operating enhanced web-based collaboration/sharing platforms. **•** *Preparing our Infrastructure for Growth*We continue to place emphasis upon developing our operational competencies and disciplines, and oursales/marketing and financial infrastructure, to allow us to both support and expand our growthopportunities. We believe it is important to strengthen the underlying infrastructure so we candevelop new marketing channels, develop new and continuing customers, identify new marketopportunities, and support the general and administrative requirement attributable to our growthstrategies. **•** *Attracting, Training and Retaining Highly Skilled Professionals*We continue to attract, train and retain skilled professionals, including engineers, scientists,analysts, technicians and support specialists, to ensure that we have the capabilities to fulfillour customers’ requirements. We target candidates who have served in the military or as civilianexperts, as well as those who are leading specialists in their technology disciplines. We believewe can continue to retain our employees by offering competitive compensation and benefit plans,opportunities for career growth through company-supported education programs and diverse,challenging assignments. **•** *Pursuing Strategic Acquisitions*We plan to enhance our internal growth by selectively pursuing strategic acquisitions of businessesthat can cost-effectively broaden our domain expertise and service offerings and allow us toestablish relationships with new customers. We are focused primarily on acquiring businesses thatprovide value-added solutions for our present service offerings and customer base, but we will alsoconsider opportunities to acquire other businesses where we can leverage our reputation, corecompetencies and experienced management team.
 
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*2008 Acquisitions**iSYS, LLC.*In January 2008, we completed the acquisition iSYS, LLC. The iSYS acquisition expandedour U.S. federal customer base and our information assurance offerings while adding forensicinformatics, information assurance, and mobile telecom managed services to our product and serviceofferings. iSYS was formed in, with operations in the greater Washington, D.C. area and Columbus,Ohio. iSYS provides services predominantly to the U.S. federal government and has recently expandedits operations into local and state jurisdictions and to commercial enterprises. We believe thatthe introduction of our capabilities in providing credentialing services to the iSYS client basemay provide an attractive cross-selling opportunity consistent with our product portfolio strategy.*Protexx, Inc.*In July 2008, we completed the purchase of the assets and intellectual property ofProtexx, Inc. Protexx was a development stage provider of software-based authentication andencryption solutions to government, military, first responder and commercial enterprises. Webelieve that the acquisition of Protexx should allow us to cost effectively expand our capabilitieswithin our identity management segment, expanding our customer base beyond the federal marketplaceand providing a less expensive alternative to our existing, government certified public keyinfrastructure managed service offerings.**Clients**Our government client base is located predominantly in the Mid-Atlantic region of the U.S. whileour commercial client base is located throughout the continental U.S. We have experience andexpertise in the following industries: U.S. federal government agencies and associated contractorsuppliers, manufacturing firms, consumer product goods firms, direct marketing firms, healthcarefirms and financial services firms. Our clients are, for the most part, large governmentalagencies, federal government contractors or large commercial enterprises. Historically, we havederived, and may continue to derive in the future, a significant percentage of our total revenuesfrom a relatively small number of clients.During 2008, three customers, the Transportation Security Administration (“TSA”), the U.S.Department of Homeland Security (“DHS”), and the Washington Headquarters Services (“WHS”), anagency of the U.S. Department of Defense (“DoD”) that provides services for many DoD agencies andorganizations, individually represented 26%, 20%, and 14% of revenues, respectively, and wetherefore are materially dependent upon such customers. During 2007, no customer individuallyrepresented at least 10% of revenues. Due to the nature of our business and the relative size ofcertain contracts which are entered into in the ordinary course of business, the loss of any singlesignificant customer, including the above customers, would have a material adverse effect onresults.
 
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**Marketing and Sales**We focus sales and marketing efforts on targeting federal government and corporate clients withsignificant and or critical mobile telecom expense management budgets and requirements, U.S.federal agencies and large corporateuser groups requiring identity management compliant solutionsfor logical and physical access to federal installations and systems, and large corporate userswith significant IT budgets and requirements. While we perform work for companies in variousindustries, the majority of our revenues for 2008 and 2007 were derived from contracts and projectswith U.S. federal government agencies, U.S. federal government contractors, manufacturing clients,consumer products clients, healthcare clients, and financial services clients. Prospectively, weexpect a majority of our revenue to be derived from contracts with the federal government andrelated contracting opportunities.We market our solutions through our direct sales force, and alliances with several strategicpartnerships in specific industries. The direct sales force is responsible for providing highlyresponsive, quality service and ensuring client satisfaction with our services. Strategicpartnerships and alliances provide us with additional access to potential clients.**Government Contracts**We have numerous Government contracts and contract vehicles. Our major prime contracts are withvarious departments of the Department of Defense (“DoD”), the Transportation SecurityAdministration (“TSA”), the Department of Homeland Security (“DHS”), the Centers for DiseaseControl (“CDC”), and Customs and Border Protection (“CBP”). We also hold a number of largeindefinite-delivery, indefinite-quantity (“IDIQ”) contracts that extend WidePoint’s capability toexpand its revenue base, including, but not limited to: **•** The General Services Administration (“GSA”) contracts for the Federal Strategic SourcingInitiative (FSSI) for Telecommunications Expense Management (TEM), Federal Supply Schedulefor Management, Organizational and Business Improvement Services (“MOBIS”), the FederalSupply Schedule for Professional Engineering Services (PES), the Solutions and More(“SAM”), Streamlined Technology Acquisition Resources for Services (**STARS**), and theInformation Technology (“IT”) Schedule – 70.  **•** The Department of Justice(“DOJ”) Information Technology Support Services (“ITSS”) 3contract,  **•** The Federal Bureau of Investigation (“FBI”) Technical Support and Development Contract(TSDP),  **•** The SeaPort-e Contract to provide engineering, technical, and programmatic supportservices to the Naval Surface Warfare Centers (NSWC) and the Naval Undersea Warfare Centers(NUWC).We also have various relationships with other contractors that allow us to act as a subcontractor,thereby providing us access to various other contracts and contract vehicles in biometrics andidentity management infrastructure support, and Information Technology Support Services.
 
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Our contracts with the U.S. Government, and many contracts with other entities, permit thegovernment client to modify, curtail or terminate the contract at any time for the convenience ofthe government, or for default by the contractor. If a contract is terminated for convenience, weare generally reimbursed for our allowable costs through the date of termination and are paid aproportionate amount of the stipulated profit or fee attributable to the work actually performed.Although contract and program modifications, curtailments or terminations have not had a materialadverse effect on us in the past, no assurance can be given that such modifications, curtailmentsor terminations will not have a material adverse effect on our financial condition or results ofoperations in the future.In addition, the U.S. Government and other government entities may terminate a contract fordefault. If a contract is terminated for default, we may be unable to recover amounts billed orbillable under the contract and may be liable for other costs and damages. Although terminationsfor default have not occurred to us in the past, and thus have not had a material adverse effect onus historically, no assurance can be given that such terminations will not have an effect on ourfinancial condition or results of operations in the future.**Seasonality**Our business is not seasonal. However, it is not uncommon for federal government agencies to awardextra tasks or complete other contract actions in the weeks before the end of the federalgovernment’s fiscal year (which is September 30) in order to avoid the loss of unexpended fiscalyear funds. Additionally, in years when the federal government does not complete its budget processbefore the end of its fiscal year, government operations typically are funded pursuant to acontinuing resolution that authorizes agencies of the federal government to continue to operate,but traditionally does not authorize new spending initiatives. When much of the federal governmentoperates under a continuing resolution, delays can occur in procurement of products and services,and such delays can affect our revenue and profit during that period.**Competition**The competitive profile for the services we provide vary for each of our three segments.Our key competitors in our identity management space currently include a variety of both large andsmall companies, including divisions of large federal government integrators such as LockheedMartin Corporation, Northrop Grumman Corporation, and other large and mid-sized federalcontractors, as well as a limited number of small to mid-sized subject matter expert organizationsoffering specialized capabilities within the identity management space. The same companies thatare our competitors will, at times, team with us or subcontract to us in the pursuit of newbusiness. We believe that the major competitive factors in this segment are distinctive technicalcompetencies, governmental approvals to operate within this space, successful past contractperformance, price of services, reputation for quality, and keymanagement personnel with domainexpertise.Our key competitors in our mobile telecommunications expense management segment within the U.S.federal marketplace currently include: Avalon Technologies, Profitline (working through Booz Allen& Hamilton), Tango, and Rivermine. We believe that the major competitive factors in the federalmarketplace are distinctive technical competencies, successful past contract performance, price ofservices, reputation for quality and key management personnel with domain expertise. Our keycompetitors in the commercial marketplace are currently represented by a large number ofsmall-sized participants and the marketplace is presently fragmented. The keycompetitive factors in the commercial marketplace are the same as in the federal marketplace withan added focus on cost-effective pricing of services.
 
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Our key competitors in our consulting services segment include divisions of large defensecontractors such as Lockheed Martin Corporation, Northrop Grumman Corporation, EDS, Unisys, ScienceApplications International Corporation, and Manpower, as well as a number of small and mid-sizecompanies. Because of the diverse requirements of U.S. government customers and large corporatecustomers and the highly competitive nature of large procurements, corporations frequently formalliances or teams to pursue contract opportunities. The same companies listed as competitorswill, at another point in time, team with us or subcontract to us in the pursuit of new business.Our consulting services segment is highly competitive in both the U.S. federal government as wellas in the commercial marketplace.**Intellectual Property**Our intellectual property primarily consists of methodologies developed for use in applicationdevelopment solutions. The services, described above, define the system and process intellectualproperty that allows us to be the leader in our markets. In addition, our ORC subsidiary holds apatent for a digital parsing tool that provides a secure repository gateway that will allow users,including first time users, the ability to immediately establish and access accounts by presentingtheir certificates to a directory validated by the gateway. In this manner, we rely upon acombination of trade secrets, copyright and trademark laws, and contractual restrictions toestablish and protect the ownership of our proprietary methodologies. We generally enter intonondisclosure and confidentiality agreements with our employees, partners, consultants, independentsales agents and clients. As the number of our competitors increase, the likelihood that suchcompetitors will use similar methodologies increases. Although our methodologies have never beensubject to an infringement claim, there can be no assurance that third parties will not assertinfringement claims against us in the future; that the assertion of such claims will not result inlitigation; or that we would prevail in such litigation or be able to obtain the license for theuse of any allegedly infringed intellectual property from a third party on commercially reasonableterms. Further, regardless of its outcome, litigation can result in substantial costs and divertmanagement’s attention from our operations. Although we are not aware of any basis upon which athird party could assert an infringement claim, any infringement claim or litigation couldmaterially adversely affect our business, operating results and financial condition.**Personnel**As of December 31, 2008, we had a total of 90 employees with 81 full time employees and 9 part-timeemployees. We also periodically employ additional consultants and temporary employees.Our offices are located in areas populated by military personnel (both retired and active duty),and highly skilled civilian personnel. Potential employees possessing the unique qualificationsrequired are readily available for both part-time and full-time employment. The primary method ofsoliciting personnel is through recruiting resources directly utilizing all known sources thatinclude electronic databases, public forums, and personal networks of friends and former coworkers.
 
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We believe that our future success will depend in part on our continued ability to attract andretain highly skilled managerial, technical, sales and support personnel. There can be noassurance that we will be able to continue to attract and retain personnel necessary for thedevelopment of our business. We generally do not have employment contracts with our employees, butwe do maintain employment agreements with our key employees. However, confidentiality andnon-disclosure agreements are in place with many of our employees. None of our employees aresubject to a collective bargaining agreement. We believe that our relations with our employees aregood.**Available Information**Ourinternet address is www.widepoint.com. We make available through our website our Annual Reporton Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and amendments to thosereports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of1934 as soon as reasonably practicable after we electronically file such material with, or furnishit to, the SEC.**ITEM 1B.****UNRESOLVED STAFF COMMENTS****.**None.**ITEM 2.****PROPERTIES.**The Company’s principal executive office is located at 18W100 22nd St., Suite 104,Oakbrook Terrace, Illinois and consists of approximately 1,500 square feet of office space thatexpires in August 2009, with an option for an additional year. The annual lease for this office isapproximately $17,000.WidePoint’s ORC subsidiary’s principal office is located at 1723 South Park Court, Chesapeake,Virginia and consists of approximately 2,400 square feet under a month-to-month lease that expireson April 30, 2009. The annual rent for this office is approximately $31,100.ORC also maintains a secure facility in Fairfax, VA. The Fairfax office, which houses theCompany’s identity assurance managed services business segment and its related Secure NetworkOperating Center, is located at 11250 Waples Mill Road, South Tower, Suite 210, Fairfax, Virginia22030, and consists of a total rentable area of approximately 11,852 sq. ft. The lease for thisoffice has been extended and will expire March 15, 2014, and costs approximately $343,000 annually.Our acquisition of iSYS in January 2008 added two facilities that are leased; the iSYS corporateheadquarters located at 7926 Jones Branch Drive, McLean, VA with an annual rent of approximately$51,000 expiring November 30, 2009 and a call center for the iSYS mobile telecom managed servicesgroup in Columbus, OH with an annual rent of approximately $66,000 expiring May 31, 2012.Our acquisition of the operating assets of Protexx in July 2008 added one facility at 10 FairwayDrive, Suite 216, Deerfield Beach, Florida under a month-to-month lease with an annual rent ofapproximately $14,000.
 
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WidePoint believes that it can obtain additional facilities required to accommodate its projectedneeds without difficulty and at commercially reasonable prices, although no assurance can be giventhat it will be able to do so.**ITEM 3.****LEGAL PROCEEDINGS****.**We are not involved in any material legal proceedings.**ITEM 4.****SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS****.**The Company’s Annual Meeting of Stockholders was held on December 18, 2008. The following fourpersons were elected by the following votes to serve as Class II and Class III directors of theBoard of Directors. Class II directors will serve for three years or until their resignationand/or their successors are elected and qualified. Class III directors will serve for one year oruntil their resignation and/or successors are elected and qualified:                   Votes Against or  Abstentions and   Votes For  Withheld  Broker Non-Votes              Steve L. Komar – Class II  46,141,785   2,289,016   — James T. McCubbin – Class II  44,788,829   4,141,972   — Otto J. Guenther – Class III  46,929,673   2,001,128   — George W. Norwood – Class III  46,929,573   2,001,228   — In addition, the terms of current directors Morton S. Taubman, Ronald S. Oxley and James M. Rittercontinued following the Annual Meeting of Stockholders.Stockholders approved the Company’s 2008 Stock Incentive Plan by a vote of 13,634,285 shares votesfor, 5,406,242 shares votes against, and 29,890,274 shares votes withheld or abstained.Stockholders ratified the selection of Moss Adams LLP as the independent accountants for theCompany for the fiscal year ended December 31, 2008. Such proposal was approved by a vote of48,103,493 shares for and 725,656 against, with 101,652 shares abstaining.
 
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**ITEM 4A.****EXECUTIVE OFFICERS OF THE REGISTRANT.**The following sets forth information regarding the executive officers and certain significantemployees of the Company as of March 31, 2009:       **Name** **Age** **Position**       Steve L. Komar  67  Chief Executive Officer and Chairman of the BoardJames T. McCubbin  45  Executive Vice President, Chief FinancialOfficer, Secretary, Treasurer, and DirectorRonald S. Oxley  62  Executive Vice President — Sales and Marketing,and DirectorDaniel E. Turissini  49  Chief Technology Officer and Chief ExecutiveOfficer and President — Operational ResearchConsultants, Inc.Jin Kang  44  Chief Executive Officer and President — iSYS LLC.Steve L. Komar has served as a director since December 1997 and became Chairman of the Board ofDirectors in October 2001. Mr. Komar has also served as Chief Executive Officer since December2001. From June 2000 until December 2001, Mr. Komar served as a founding partner in C-III Holdings,a development stage financial services company. From 1991 to June 2000, Mr. Komar served as GroupExecutive Vice President of Fiserv, Inc., a company that provides advanced data processing servicesand related products to the financial industry. From 1980 to 1991, Mr. Komar served in a number offinancial management positions with CitiGroup, including the role of Chief Financial Officer ofDiners Club International and Citicorp Information Resources, respectively. Mr. Komar is a graduateof the City University of New York with a Bachelor of Science Degree in Accounting and holds aMasters Degree in Finance from Pace University.James T. McCubbin has served as a director and as our Secretary since November 1998. In May 2008,Mr. McCubbin was promoted to Executive Vice President and Chief Financial Officer. Prior to thattime, from August 1998 till May 2008, Mr. McCubbin served as our Vice President and Chief FinancialOfficer. Prior to that time, from December 1997 to August 1998, Mr. McCubbin served as VicePresident, Controller, Assistant Secretary and Treasurer. Prior to the commencement of hisemployment with WidePoint in November 1997, Mr. McCubbin held various financial managementpositions with several companies in the financial and government sectors. Mr. McCubbin presentlyserves on the Board of Directors of Tianjin Pharmaceutical Company and is Chairman of its AuditCommittee, Nominating Committee, and Compensation Committee. Mr. McCubbin was on the Board ofDirectors of Redmile Entertainment until his resignation on March 1, 2008. Mr. McCubbin providesfinancial consulting services and has served on various Boards of Directors over the past sevenyears. Mr. McCubbin is a graduate of the University of Maryland with a Bachelor of Science Degreein Finance and a Masters Degree in International Management.Ronald S. Oxley has served as a director since his appointment on August 15, 2006. Mr. Oxley becamethe Executive Vice President — Sales and Marketing for the Company in May 2008 and as a result,resigned from his position as Chairman of the Corporate Governance and Nominating Committee, andmember of the Audit Committee and Compensation Committee. Mr. Oxley has had a distinguished careerwithin the U.S. Federal Government and industry. His U.S. federal government career spanned almost28 years with the Office of the Secretary of Defense and with the Departments of the Navy, Army andAir Force where he held various senior level executive positions. Subsequent to his U.S. federalgovernment career he also successfully honed his business skills as a senior level executive withseveral prominent U.S. federal government contractors that included Litton/PRC, EmergentInformation Technologies and L-3 Communications. Mr. Oxley was president and general manager of
 
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L-3Communications Analytics Corporation based in Vienna, Virginia. L-3 Communications is a provider of informationtechnology solutions to both industry and government, primarily in the aerospace and defense arena.Mr. Oxley served in the same capacity at Emergent Information Technologies, Inc. prior to beingacquired by L-3 Communications in November 2001. He came to Emergent in April 2000, from Litton/PRCInc, where he was senior vice president of business development and marketing. Mr. Oxley holds atop secret SCI clearance with life style polygraph. He holds a Master of Science degree in systemsmanagement from the University of Southern California and a Bachelor of Science degree in businessadministration from California State University. He served in the U.S. Army from 1966 to 1968,including a tour of duty in Vietnam.Daniel E. Turissini has served as the Vice President and Chief Technology Officer of WidePointsince December 2005. Mr. Turissini has also served as the Chief Executive Officer of OperationalResearch Consultants, Inc. (“ORC”), a wholly-owned subsidiary, since our acquisition of ORC onOctober 25, 2004. Mr. Turissini was a founding partner of ORC in 1991 and served as ORC’sprincipal operating officer since its inception. An innovator in systems engineering andintegration, Mr. Turissini has focused in the field of Information Assurance and InformationSecurity while at ORC. While under his leadership, ORC has played a key systems integrator rolefor the DoD Public Key Infrastructure (PKI), the standard information assurance program beingimplemented across all branches of the DoD (a user community of approximately 36 million personnel,devices, and applications) and has been certified as the first of three certificate authorities forthe Department of Defense’s External Certificate Authority (ECA) program and by the GeneralServices Administration to provide Access Certificates for Electronic Services (ACES). From 1982until 1991, Mr. Turissini held various systems engineering and acquisition management positions insupport of the U.S. Federal Government with a variety of companies including Tracor AppliedSciences, Inc., National Technologies Associates, Inc., and Gibbs and Cox, Inc. From 1981 to 1982,Mr. Turissini served in the Merchant Marine on various vessels as Engineer and Mate. Mr. Turissiniis a graduate of the U.S. Merchant Marine Academy with a Bachelor of Science Degree in Engineeringand holds a Masters of Engineering Administration from The George Washington University.Jin Kang serves as the Chief Executive Officer and President of iSYS LLC. (“iSYS”), a wholly-ownedsubsidiary of the Company, since our acquisition of iSYS on January 4, 2008. Mr. Kang founded thecompany in 1999 and has managed iSYS since its inception. Mr. Kang has over 20 years ofprofessional experience in the Federal Government Information Technology Services field. Prior tofounding iSYS, Mr. Kang was a Division Manager for Science Applications International Corporation(SAIC). His responsibilities included the Combined DNA Index System (CODIS), a marquee program forthe FBI Laboratory Division. As the Engineering Manager for Northrop Grumman Corporation, Mr. Kangplayed a critical role in the successful management of the Defense Medical InformationSystems/Systems Integration, Design Development, Operations and Maintenance Services (D/SIDDOMS)contract from its inception with zero revenues to a program of $190 million in sales. Mr. Kang hadmanagement responsibility for all personnel and contract performance for the D/SIDDOMS contract forU.S. Health Affairs. Mr. Kang received a Bachelor and a Masters Degrees in Computer Science andComputer Systems Management from the University of Maryland.Our executive officers are appointed by and serve at the discretion of the board of directors.There are no family relationships among any of our executive officers or directors.
 
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**PART II****ITEM 5.** **MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES****.**The Company’s Common Stock trades on the NYSE Amex under the symbol “WYY” and the Frankfurt andBerlin exchanges under the symbol “ZMX”. From July 6, 2000 to September 25, 2006 the Company’sCommon Stock was traded on the OTC Bulletin Board under the symbol “WDPT”. From July 5, 2000 toMarch 1, 2001 the Company’s Common Stock was traded on the NASDAQ SmallCap Market under the symbol“WDPT”.The stock prices listed below represent the high and low closing prices of the Common Stock on theNYSE Amex for each of the periods indicated:         2008 High  Low Fourth Quarter $0.45  $0.15 Third Quarter  1.17   0.35 Second Quarter  1.35   1.02 First Quarter  1.44   1.14          2007 High  Low Fourth Quarter $1.19  $0.80 Third Quarter  0.98   0.70 Second Quarter  1.98   0.81 First Quarter  2.42   1.74 As of March 20, 2009 there were 162 registered holders of record of the Company’s CommonStock.
 
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Equity Compensation Plan Information:The following table sets forth information as of December 31, 2008, with respect to the Company’scompensation plans under which its Common Stock is authorized for issuance:                **(a)**   **(b)**  **(c)**          **Number of securities**   **Number of securities**     **remaining available**   **to be issued upon**  **Weighted average**  **for future issuance**   **exercise of**  **exercise price of**  **(excluding securities**   **outstanding options,**  **outstanding options,**  **reflected in**   **warrants, and rights**  **warrants, and rights**  **column (a))** Equity Compensation Plans:                         Approved by security holders  4,523,412  $0.65   4,535,438              Not approved by security holders  4,091,045  $0.25   - 0 -              **Total**  8,614,457  $0.46   4,535,438 Dividend PolicyThe Company has never paid cash dividends on its Common Stock and intends to continue this policyfor the foreseeable future. WidePoint plans to retain earnings for use in growing its businessbase. Any future determination to pay cash dividends will be at the discretion of the Board ofDirectors of the Company and will be dependent on WidePoint’s results of operations, financialcondition, contractual and legal restrictions and any other factors deemed by the management andthe Board of Directors to be a priority requirement of the business.Recent Sales of Unregistered SecuritiesNone.Repurchases of Equity SecuritiesThe Company repurchased no shares of its Common Stock during the fourth quarter of 2008.
 
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**ITEM 7.** **MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS****.****Forward Looking Statements**The information set forth below includes forward-looking statements. Certain factors that couldcause results to differ materially from those projected in the forward-looking statements are setforth below. Readers are cautioned not to put undue reliance on forward-looking statements. TheCompany disclaims any intent or obligation to update publicly these forward-looking statements,whether as a result of new information, future events or otherwise.**Overview**WidePoint Corporation (“WidePoint” or the “Company”) is a technology-based provider of product andservices to both the government sector and commercial markets. WidePoint was incorporated inDelaware on May 30, 1997. We have grown through the merger of highly specialized regional ITconsulting companies.Our expertise lies in three business segments. The three segments offer unique solutions inidentity management services utilizing certificate-based security solutions; wirelesstelecommunication expense management systems; and other associated IT consulting services andproducts in which we provide specific subject matter expertise in IT Architecture and Planning,Software Implementation Services, IT Outsourcing, and Forensic Informatics. For additionalinformation related to our three business segments, see Note 9 to our financial statements in thisForm 10-K.WidePoint has three material operational entities, Operational Research Consultants, Inc. (ORC);iSYS, LLC (iSYS), which we acquired in January 2008; and WidePoint IL, Inc., operated together withProtexx Acquisition Corp., doing business as Protexx, which we acquired in July 2008:ORC specializes in IT integration and secure authentication processes and software, andproviding services to the U.S. Government. ORC has been at the forefront of implementingPublic Key Infrastructure (PKI) technologies. PKI technology uses a class of algorithms inwhich a user can receive two electronic keys, consisting of a public key and a private key,to encrypt any information and/or communication being transmitted to or from the user withina computer network and between different computer networks. PKI technology is rapidlybecoming the technology of choice to enable security services within and between differentcomputer systems utilized by various agencies and departments of the U.S. Government.iSYS specializes in mobile telecommunications expense management services, forensicinformatics, and information assurance services, predominantly to various agencies anddepartments of the U.S. Government.Protexx, which was in the development stage company when we acquired it, specializes inidentity assurance, and mobile and wireless data protection products and services.
 
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We intend to continue to market and sell our technical capabilities into the governmental andcommercial marketplace. Further, we are continuing to actively search out new synergisticacquisitions that we believe may further enhance our present base of business and serviceofferings, which has already been augmented by our acquisitions of ORC and iSYS, our asset purchaseof Protexx, and our internal growth initiatives.With the addition of the customer base and the increase in revenues attributable to our iSYSacquisition, WidePoint’s opportunity to leverage and expand further into the federal marketplacehas improved substantially. iSYS’s past client successes, top security clearances for theirpersonnel, and additional breadth of management talent have expanded the Company’s reach intomarkets that previously were not fully accessible to WidePoint. WidePoint intends to continue toleverage the synergies between its newly-acquired operating subsidiary, and cross sell itstechnical capabilities into each separate marketplace serviced by our respective subsidiaries.Our revenues and operating results may vary significantly from quarter-to-quarter, due to revenuesearned on contracts, the number of billable days in a quarter, the timing of the pass-through ofother direct costs, the commencement and completion of contracts during any particular quarter, theschedule of the government agencies for awarding contracts, the term of each contract that we havebeen awarded and general economic conditions. Because a significant portion of our expenses, suchas personnel and facilities costs, are fixed in the short term, successful contract performance andvariation in the volume of activity as well as in the number of contracts commenced or completedduring any quarter may cause significant variations in operating results from quarter to quarter.As a result of our acquisitions, which predominantly operate in the U.S. federal marketplace, werely upon a larger portion of our revenues from the federal government directly or as asubcontractor. The federal government’s fiscal year ends September 30. If a budget for the nextfiscal year has not been approved by that date, our clients may have to suspend engagements that weare working on until a budget has been approved. Such suspensions may cause us to realize lowerrevenues in the fourth calendar quarter and/or first quarter of the government’s fiscal year.Further, a change in senior government officials may negatively affect the rate at which thefederal government purchases the services that we offer.As a result of the factors above, period-to-period comparisons of our revenues and operatingresults may not be meaningful. These comparisons are not indicators of future performance and noassurances can be given that quarterly results will not fluctuate, causing a possible materialadverse effect on our operating results and financial condition.
 
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In addition, most of WidePoint’s current costs consist primarily of the salaries and benefits paidto WidePoint’s technical, marketing and administrative personnel as well as vendor-related costs inconnection with our Mobile Telecom Managed Services. As a result of our plan to expand WidePoint’soperations through a combination of internal growth initiatives and merger and acquisitionopportunities, WidePoint expects such costs to increase.  WidePoint’s profitability also dependsupon both the volume of services performed and the Company’s ability to manage costs.  As asignificant portion of the Company’s cost is labor related, WidePoint must effectively manage thesecosts to achieve and grow its profitability.  The Company must alsomanage our airtime plans and other vendor related offerings under our Mobile Telecom ManagedServices provided to our customers as they also represent a significant portion of our costs. Todate, the Company has attempted to maximize its operating margins through efficiencies achieved bythe use of its proprietary methodologies, and by offsetting increases in consultant salaries withincreases in consultant fees received from its clients. The uncertainties relating to the abilityto achieve and maintain profitability, obtain additional funding to partially fund the Company’sgrowth strategy and provide the necessary investment to continue to upgrade its managementreporting systems to meet the continuing demands of the present regulatory changes affect thecomparability of the information reflected in the financial information presented above.Our staff consists of business process and computer specialists who help our government andcivilian customers augment and expand their resident technologic skills and competencies, drivetechnical innovation, and help develop and maintain a competitive edge in today’s rapidly changingtechnological environment in business. Our organization emphasizes an intense commitment to ourpeople, our customers, and the quality of our solutions offerings. As a services organization, ourcustomers are our primary focus.The Company’s revenues for the year ending December 31, 2008 increased by approximately 151% fromapproximately $14.1 million in 2007 to approximately $35.4 million in 2008. The increase inrevenues during 2008 as compared to 2007 was primarily a result of our acquisition of iSYS and theaddition of our wireless telecommunication expense management systems segment. While weanticipate revenue gains for our 2009 calendar year at each of our three business segments, therealization of those gains may be subject to timing delays in project implementation phases thatmay be outside the control of the Company, and there can be no assurance that our revenues willincrease in 2009.**Critical Accounting Policies and Estimates**The Company’s consolidated financial statements are prepared in accordance with accountingprinciples generally accepted in the U.S., or U.S. GAAP. These accounting principles require us tomake certain estimates, judgments and assumptions. WidePoint believes that the estimates, judgmentsand assumptions upon which the Company relies are reasonably based upon information available to itat the time that these estimates, judgments and assumptions are made. These estimates, judgmentsand assumptions can affect the reported amounts of assets and liabilities as of the date of thefinancial statements, as well as the reported amounts of revenue and expenses during the periodspresented. To the extent there are material differences between these estimates, judgments andassumptions and actual results, the Company’s financial statements will be affected. Thesignificant accounting policies that WidePoint believes are the most critical to aid in fullyunderstanding and evaluating our reported financial results include the following: **•** Revenue recognition;  **•** Allowance for Doubtful Accounts;  **•** Goodwill; **•** Intangibles; and  **•** Accounting for income taxes.
 
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In many cases, the accounting treatment of a particular transaction is specifically dictated byU.S. GAAP and does not require management’s judgment in its application. There are also areas inwhich management’s judgment in selecting among available alternatives would not produce amaterially different result. The Company’s senior management has reviewed these critical accountingpolicies and related disclosures with its Audit Committee. See Notes to Consolidated FinancialStatements, which contain additional information regarding accounting policies and otherdisclosures required by U.S. GAAP.*Revenue Recognition*A portion 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 ofapplicable fees earned. For time-and-material contracts, revenues are computed by multiplying thenumber of direct labor-hours expended in the performance of the contract by the contract billingrates and adding other billable direct costs. In the event of a termination of a contract, allbilled and unbilled amounts associated with those task orders where work has been performed wouldbe billed and collected. The termination provisions of the contract would be accounted for at thetime of termination. Any deferred and/or amortization cost would either be billed or expenseddepending upon the termination provisions of the contract. Further, the Company has had no materialhistory of losses nor has it identified any material specific risk of loss at December 31, 2008 orDecember 31, 2007 due to termination provisions and thus has not recorded provisions for suchevents.Additionally, revenues are derived from the delivery of non-customized software. In such casesrevenue is recognized when there is persuasive evidence that an arrangement exists (generally apurchase order has been received or contract signed), delivery has occurred, the charge for thesoftware is fixed or determinable, and collectability is probable.Revenuefrom our mobile telecom expense management services (“MTEMS”) is recognized upon deliveryof services as they are rendered. Arrangements with customers on MTEMS related contracts arerecognized ratably over a period of performance.Revenue from the sale of PKI credentials is recognized when delivery occurs. Arrangements withcustomers on PKI related contracts may involve multiple deliverable elements. In these cases, theCompany applies the principles prescribed in Emerging Issues TaskForce Abstract (“EITF”) 00-21Revenue Arrangements with Multiple Deliverables. The Company analyzes various factors, including areview of the nature of the contract or product sold, the terms of each specific transaction, therelative fair values of the elements required by EITF 00-21, any contingencies that may be present,its historical experience with like transactions or with like products, the creditworthiness of thecustomer, and other current market and economic conditions.
 
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Should the sale of product or software involve an arrangement with multiple elements (forexample, the sale of PKI Credential Seats along with the sale of maintenance, hosting and supportto be delivered over the contract period), the Company allocates revenue to each component of thearrangement using the residual value method based on the fair value of the undelivered elements.The Company defers revenue from the arrangement equivalent to the fair value of the undeliveredelements and recognizes the remaining amount at the time of the delivery of the product or when allother revenue recognition criteria have been met.*Allowance for Doubtful Accounts*WidePoint determines its Allowance by considering a number of factors, including the length of timetrade accounts receivable are past due, previous loss history, the customer’s current ability topay its obligations, and the condition of the general economy and the industry as a whole. TheCompany makes judgments as to its ability to collect outstanding receivables based on these factorsand provide allowances for these receivables when collections become doubtful. Provisions are madebased on specific review of all significant outstanding balances. Because of the Company’s historyof minimal credit losses and the nature of the Company’s customers at the time, no allowance fordoubtful accounts was believed necessary at December 31, 2008 or at December 31, 2007.*Goodwill*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.”*Thesestandards require the use of the purchase method of accounting for business combinations, set forththe accounting for the initial recognition of acquired intangible assets and goodwill and describethe accounting for intangible assets and goodwill subsequent to initial recognition. Under theprovisions of these standards, goodwill is not subject to amortization and annual review isrequired for impairment. The impairment test under SFAS No. 142 is based on a two-step processinvolving (i) comparing the estimated fair value of the related reporting unit to its net bookvalue 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 itscarrying value. The Company’s annual impairment testing date is December 31. Goodwill is asignificant item on the Company’s balance sheet and represents approximately 36% of our totalassets as of December 31, 2008. Goodwill is identified on the face of the Balance Sheet.*Intangibles*Purchase Accounting Intangibles:The Company recognizes an acquired intangible apart from goodwill whenever the intangible arisesfrom contractual or other legal rights, or when it can be separated or divided from the acquiredentity and sold, transferred, licensed, rented or exchanged, either individually or in combinationwith a related contract, asset or liability. The application of purchase accounting to a businessacquisition requires that the Company identify the individual assets acquired and liabilitiesassumed and estimate the fair value of each.
 
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The intangibles recognized in the acquisition are amortized over the Company’s estimate of theiruseful lives. Impairment losses are recognized if the carrying amount of an intangible subject toamortization is not recoverable from expected future cash flows and its carrying amount exceeds itsfair value.Internally Developed Intangibles:The Company recognizes an internally developed intangible whenever the costs of the internallygenerated intangible are beyond the research and development stage and is provable for which thecosts of such efforts are specifically identifiable, has a determinate life, and is not inherent ina continuing business and is not related to a reporting entity as a whole. The intangiblesrecognized as internally developed are amortized over the Company’s estimate of their useful lives.Impairment losses are recognized if the carrying amount of an intangible subject to amortizationis not recoverable from the expected future cash flows and its carrying amount exceeds its fairvalue.The Company reviews its long-lived assets, including property and equipment and identifiableintangibles whenever events or changes in circumstances indicate that the carrying amount of theassets may not be fully recoverable. To determine recoverability of its long-lived assets, theCompany evaluates the probability that future undiscounted net cash flows will be less than thecarrying amount of the assets.As of December 31, 2008, the Company is not aware of any known trends, demands, commitments, eventsor uncertainties that are reasonably likely to occur and materially affect the methodology or theassumptions the Company has used to value long-lived assets. Long-lived assets are a significantitem on the Company’s balance sheet and represent approximately 46% of our total assets. Anyimpairment as a result of the estimate utilizing undiscounted net cash flows to determine theassumed value of long-lived assets could have a significant impact on the Company’s financialcondition, changes in financial condition and results of operations. Long-lived assets areidentified on the face of the Balance Sheet as Intangibles. Amortization of Intangibles isidentified on the face of the Statement of Operations within Cost of Sales.Specific intangibles materially arose as a result of the Company’s acquisitions of ORC, iSYS, LLC,and the assets purchase of Protexx, Inc. The Company allocated approximately $1,145,000 ($224,000net book value at December 31, 2008) to customer list and relationships and approximately$2,526,000 to goodwill for its acquisition of ORC. The Company allocated approximately $1,230,000($972,000 net book value at December 31, 2008) to customer relationships, internally generatedsoftware and the iSYS trade name and approximately $6,050,000 to goodwill for its acquisition ofiSYS, LLC. The Company allocated approximately $506,000 (approximately $436,000 net book value atDecember 31, 2008) to internally generated software and systems as a result of the asset purchaseof Protexx, Inc. The Company’s senior management has discussed the development and selection ofthe accounting estimates relating to the purchase accounting for the ORC, iSYS LLC, and Protexxacquisitions, the amortization period of the acquired intangibles and the lack of impairment of theassets, and the MD&A disclosure regarding those estimates, with the Audit Committee of theCompany’s board of directors. Also, the Company engaged a valuation firm to perform anindependent analysis toprovide a qualified opinion on the Company’s methodology and calculations in determining therelated intangibles valuations associated with the purchase accounting for the ORC acquisition andengaged a valuation firm to perform an independent analysis to provide a qualified opinion on therelated intangibles valuations and purchase price allocations associated with the purchaseaccounting for the iSYS, LLC acquisition.
 
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*Accounting for Income Taxes*WidePoint accounts for income taxes in accordance with Statement of Financial Accounting StandardsNo. 109, “Accounting for Income Taxes.” Under the asset and liability method of SFAS No. 109,deferred income taxes are recognized for the expected future tax consequences of temporarydifferences between financial statement carrying amounts, and the tax bases of existing assets andliabilities using enacted tax rates expected to apply to taxable income in the years in which thosetemporary differences are expected to be recovered or settled.The Company has incurred historical net operating losses, or NOLs, for federal income tax purposes.Accordingly, no federal income tax provision has been recorded to date and there are no taxespayable. In assessing the realizability of deferred tax assets, management considers whether it ismore likely than not that some portion or all of the deferred tax assets will not be realized. Theultimate realization of deferred tax assets is dependent upon generation of future taxable incomeduring the periods in which those temporary differences become deductible.Based upon the level of historical losses that may limit utilization of NOL carry forwards infuture periods, management is unable to predict whether these net deferred tax assets will beutilized prior to expiration. The unused NOL carry forwards expire in years 2010 through 2028. Assuch, the Company has recorded a full valuation allowance against net deferred tax assets.WidePoint believes that its estimates are reasonable, given the lack of historical earnings and thefact that there may be significant limitations placed on the use of the NOL carryforwards. Thereis, however, a significant possibility that the Company will have sufficient income in the futureto utilize substantial portions of the deferred tax assets. No assurance can be given that thefinal outcome of these matters will not be different than that which is described above. Such achange in the estimate reflected in the historical income tax provisions could have a materialeffect on the income tax provision and net income in the period in which such determination ismade. The Company has not performed a section 382 analysis.*New Accounting Pronouncements***EITF 07-01**In December 2007, the EITF reached a consensus on EITF No. 07-01, Accounting for CollaborativeArrangements Related to the Development and Commercialization of Intellectual Property, or EITF07-01. EITF 07-01 discusses the appropriate income statement presentation and classification forthe activities and payments between the participants in arrangements related to the development andcommercialization of intellectual property. The sufficiency of disclosure related to thesearrangements is also specified. EITF 07-01 is effective for fiscal years beginning after December15, 2008. As a result, EITF 07-01 is effective for the Company in the first quarter of fiscal 2009.The Company does not believe EITF 07-01 will have a material impact on its condensed consolidated financial statements.
 
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**SFAS 141(R) and SFAS 160**In December 2007, the Financial Accounting Standards Board  (“FASB”) issued Statement No. 141(Revised 2007), *Business Combinations*(SFAS 141(R)) and Statement No. 160, *Accounting andReporting of Non-controlling Interests in Consolidated Financial Statements*, an amendment of ARBNo. 51 (SFAS 160). These statements will significantly change the financial accounting andreporting of business combination transactions and non-controlling (or minority) interests inconsolidated financial statements. SFAS 141(R) requires companies to: (i) recognize, with certainexceptions, 100% of the fair values of assets acquired, liabilities assumed, and non-controllinginterests in acquisitions of less than a 100% controlling interest when the acquisition constitutesa change in control of the acquired entity; (ii) measure acquirer shares issued in considerationfor a business combination at fair value on the acquisition date; (iii) recognize contingentconsideration arrangements at their acquisition-date fair values, with subsequent changes in fairvalue generally reflected in earnings; (iv) with certain exceptions, recognize pre-acquisition lossand gain contingencies at their acquisition-date fair values; (v) capitalize in-process researchand development (IPR&D) assets acquired; (vi) expense, as incurred, acquisition-related transactioncosts; (vii) capitalize acquisition-related restructuring costs only if the criteria in SFAS 146,*Accounting for Costs Associated with Exit or Disposal Activities*, are met as of the acquisitiondate; and (viii) recognize changes that result from a business combination transaction in anacquirer’s existing income tax valuation allowances and tax uncertainty accruals as adjustments toincome tax expense. SFAS 141(R) is required to be adopted concurrently with SFAS 160 and iseffective for business combination transactions for which the acquisition date is on or after thebeginning of the first annual reporting period beginning on or after December 15, 2008 (theCompany’s fiscal 2009). Early adoption of these statements is prohibited. The Company believes theadoption of these statements will have a material impact on significant acquisitions completedafter December 31, 2008.**SFAS 162** In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of FinancialAccounting Standard (“SFAS”) No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.This standard is intended to improve financial reporting by identifying a consistent framework, orhierarchy, for selecting accounting principles to be used in preparing financial statements thatare presented in conformity with US GAAP for non-governmental entities. SFAS No. 162 is effective60 days following the Securities and Exchange Commission’s approval of the Public CompanyAccounting Oversight Board amendments to AU Section 411, the meaning of “Present Fairly inConformity with GAAP”. The Company is in the process of evaluating the impact, if any, of SFAS 162on its consolidated financial statements.**FSP 142-3**In April 2008, the FASB issued FSP 142-3, *Determination of the Useful Life of Intangible Assets*, orFSP 142-3. FSP 142-3 amends the factors that should be considered in developing renewal orextension assumptions used to determine the useful life of a recognized intangible asset under SFASNo. 142, *Goodwill and Other Intangible Assets*. FSP 142-3 is effective forfiscal years beginning after December 15, 2008. The Company is currently assessing the impact ofFSP 142-3 on its consolidated financial position and results of operations.
 
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**EITF 03-6-1**In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) No. 03-6-1,“Determining whether Instruments granted in Share-Based Payment Transactions are ParticipatingSecurities,” or FSP EITF No. 03-6-1.  Under FSP EITF No. 03-6-1, unvested share-based paymentawards that contain rights to receive non-forfeitable dividends (whether paid or unpaid) areparticipating securities, and should be included in the two-class method of computing earnings pershare. FSP EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008, andinterim periods within those years. It is not expected to have a significant impact on theCompany’s financial statements.**Results of Operations**Year Ended December 31, 2008 Compared to the Year ended December 31, 2007*Revenues*. Revenues for the year ended December 31, 2008, were approximately $35.4 million, anincrease of $21.3 million, as compared to revenues of approximately $14.1 million for the yearended December 31, 2007. This increase was materially attributable to our acquisition of iSYS.iSYS provided approximately $24.2 million of our $35.4 million in revenues for the year endedDecember 31, 2008. Prior to the acquisition of iSYS in January 2008, iSYS had revenues ofapproximately $20.0 million for the year ended December 31, 2007. We anticipate further growth ofour iSYS subsidiary in fiscal year 2009 as it continues to experience adoption of its mobiletelecom services by U.S. federal agencies under the General Services Administrations (“GSA”)Federal Strategic Sourcing Initiative (“FSSI”) contract vehicle for mobile telecom services. Wehave been awarded the first two contracts under this contract vehicle during 2008 and we areactively marketing our services under this contract vehicle to all U.S. federal agencies anddepartments. We believe we are competitively positioned to win additional awards under thiscontract vehicle in fiscal year 2009.Our mobile telecom managed services segment experienced revenue growth of approximately 38% withrevenues increasing approximately $5.8 million from approximately $15.2 million for the year endedDecember 31, 2007 (prior to our acquisition in January 2008), to approximately $21.0 million forthe year ended December 31, 2008, as a result of continuing adoption of the Federal Government’sGSA FSSI contract vehicle award along with the expansion of our current customer base. In thelong-term we anticipate our mobile telecom managed services segment should continue to expand as wewitness further adoption by the U.S. federal agencies and departments.Our PKI credentialing and managed services segment experienced revenue growth of approximately 5%with revenues increasing approximately $0.2 million from approximately $3.6 million for the yearended December 31, 2007, to approximately $3.8 million for the year ended December 31, 2008, as aresult of the adoption of the Federal Government’s mandate under HSPD-12 and the continuingadoption of several U.S. federally-sponsored programs currently migrating from various pilotprograms and or programs that are expanding their deployment as aresult of continued adoption by the Department of Defense, the Transportation SecurityAdministration and other U.S. agencies and departments. In the long-term we anticipate that ourPKI credentialing and managed services sales should continue to increase as we witness continuedadoption of these programs and the launch of various other initiatives. In the short-term we doanticipate a greater variability in revenue growth as we either await contract awards that havebeen delayed or as certain pilot programs expand to fully implemented programs in support of theHSPD-12 initiative.
 
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Our consulting services segment experienced increased revenues of approximately $0.1 million fromapproximately $10.6 million for the year ended December 31, 2007 as compared to approximately $10.7million for the year ended December 31, 2008. The increase in revenues for the year ended December31, 2008 as compared to the year ended December 31, 2007 was substantially the result of ouracquisition of iSYS and the inclusion of their consulting services group into this segment,partially offset by reductions in our commercial consulting group revenues as a result of thenegative economic conditions.*Cost of Sales.*Cost of sales for the year ended December 31, 2008, was approximately $28.9 million,or 81% of revenues, an increase of approximately $18.6 million above cost of sales of approximately$10.3 million, or 73% of revenues, for the year ended December 31, 2007. The absolute dollarincrease in cost of sales was substantially attributable to higher revenues, combined with iSYS’service offering that includes an option that provides for the payments of carrier charges onbehalf of some of the customer base. These charges are embedded into the service fees associatedwith the cost of providing some of our mobile telecom offerings to certain customers. We do notseparately measure our profit margins for contracts with this feature. Depreciation andamortization applied to cost of sales also increased approximately $400,000 from $446,000 for theyear ended December 31, 2007 to approximately $846,000 for the year ended December 31, 2008. Theincrease was substantially a result of the addition of intangible amortization costs associatedwith our purchase accounting valuation of our iSYS intangibles. We believe that as our percentageof business from our higher margin services expands in relationship to our lower margin servicesthat our overall cost of sales as a percentage may decrease in the future.The cost elements related to consultant salaries, benefits and expenses at all of our subsidiariesare substantially similar.*Gross profit*. Gross profit for the year ended December 31, 2008, was approximately $6.6 million,or 19% of revenues, an increase of $2.8 million as compared to gross profit of approximately $3.8million, or 27% of revenues, for the year ended December 31, 2007.*Sales and marketing*. Sales and marketing expenses for the year ended December 31, 2008 wereapproximately $0.9 million, or 3% of revenues, as compared to approximately $0.8 million, or 6% ofrevenues, for the year ended December 31, 2007. The increase in sales and marketing expenses forthe year ended December 31, 2008, was primarily attributable to an increase in sales and marketingexpenditures for new personnel and tools as we increased our efforts to expand our sales andmarketing infrastructure as part of our strategy to further increase our presence into the federalmarketplace, which was partially offset by reductions in sales andmarketing personnel within our commercial marketplace. As we expand our sales and marketingefforts these costs may increase.
 
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*General and administrative*. General and administrative expenses for the year ended December 31,2008 were approximately $6.2 million, or 18% of revenues, as compared to $3.5 million, or 25% ofrevenues, for the year ended December 31, 2007. Substantially all of the increase wasattributable to the addition of general and administrative costs added from the acquisition of iSYSin January 2008 and the recognition of higher employee stock options expense of approximately $0.6million for the year ended December 31, 2008 as compared to approximately $0.2 million for the yearended December 31, 2007.*Depreciation expense.*Depreciation expense for year ended December 31, 2008, was approximately$161,000, or less than 1% of revenues, an increase of approximately $78,000, as compared toapproximately $83,000 of such expenses, or less than 1% of revenues, recorded by the Company forthe year ended December 31, 2007. The increase in depreciation expenses for the year ended December31, 2008, was primarily attributable to the increased pool of depreciable assets.*Interest income (expense)*. Interest income for the year ended December 31, 2008 was $135,000, anincrease of $31,000 as compared to $104,000 for the year ended December 31, 2007. The increase ininterest income in 2008 was primarily attributable to greater amounts of available cash and othersecurities in interest bearing accounts. Interest expense for the year ended December 31, 2008 was$337,000 an increase of $323,000 as compared to $14,000 of interest expense for the year endedDecember 31, 2007. The increase in interest expense in 2008 was primarily attributable to greaterexpenses associated with the debt instruments issued by the Company in connection with theacquisition of iSYS.*Income taxes.*Income taxes for the year ended December 31, 2008 were approximately $157,000 ascompared to no income taxes for the year ended December 31, 2007. The Company incurred a deferredincome tax expense of approximately $157,000 for the year ended December 31, 2008, as a result ofthe recognition of a deferred tax liability attributable to the differences in our treatment of theamortization of goodwill for tax purposes versus book purposes as it relates to our acquisition ofiSYS in January 2008. Because the goodwill is not amortized for book purposes but is for taxpurposes and goodwill is considered a permanent asset and not a temporary asset, the relateddeferred tax liability cannot be reversed until some indeterminate future period when the goodwilleither becomes impaired, and/or is disposed of. The deferred tax liability can be offset by futuretaxable earnings and the deferred tax expense is a non-cash expense. SFAS No. 109 requires theexpected timing of future reversals of deferred tax liabilities to be taken into account whenevaluating the realizability of deferred tax assets. Therefore, the reversal of deferred taxliabilities related to the goodwill is not to be considered a source of future taxable income whenassessing the realization of deferred tax assets. Because the Company has a valuation allowancefor the full amount of the deferred income tax asset, the deferred income liability associated withthe tax deductible goodwill has been recorded and not offset against existing deferred income taxassets.*Net loss*. As a result of the above, the net loss for the year ended December 31, 2008 wasapproximately $1.1 million, an increase of $0.6 million, as compared to the net loss ofapproximately $0.5 million for the year ended December 31, 2007.
 
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The following table sets forth selected segment and consolidated operating results and otheroperating data for the periods indicated. Segment operating income consists of the revenuesgenerated by a segment, less the direct costs of revenue and selling, general and administrativecosts that are incurred directly by the segment. Unallocated corporate costs include costs relatedto administrative functions that are performed in a centralized manner that are not attributable toa particular segment.           **2008**  **2007**          **Mobile Telecom Managed Services**        Revenues, net $20,989,371   — Income from operations $1,400,183   — Total assets $4,265,700   — **Consulting services**        Revenues, net $10,714,460  $10,566,366 Income from operations $269,016  $527,861 Total assets $7,293,511  $4,706,116 **PKI Credentialing and Managed Services**        Revenues, net $3,755,122  $3,563,073 Income from operations $7,105  $133,159 Total assets $1,512,673  $1,490,195 **Total Company**        Revenues $35,458,953  $14,129,439 Loss from operations beforedepreciation expense $(566,962) (1) $(524,430      )(2)Depreciation expense $(160,565) $(83,458)Interest (expense) income, net $(202,107) $90,709 Other expense $(3,927)  — Income tax expense $(156,891)  —        Net loss $(1,090,452) $(517,179)       Total Corporate assets $10,509,734  $5,067,645        Total assets $23,581,618  $11,263,956           (1) Includes $221,077 in amortization expense in cost of sales associated with the purchaseof ORC, $70,342 in amortization expense in cost of sales associated with internally developedintangibles and $257,667 in amortization expense in cost of sales associated with the purchaseof iSYS, which is not allocated among the segments and includes$1,854,745 in unallocatedcorporate costs in sales, general and administrative and depreciation expense.(2) Includes $221,078 in amortization expense in cost of sales associated with the purchaseof ORC, which is not allocated among the segments and includes $964,372 in unallocatedcorporate costs in sales, general and administrative expense.
 
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**Liquidity and Capital Resources**The Company has, since inception, financed its operations and capital expenditures through the saleof preferred and common stock, seller notes, convertible notes, convertible exchangeabledebentures, senior secured loans and the proceeds from the exercise of the warrants related to aconvertible exchangeable debenture. During 2008 and 2007, operations were primarily financed withworking capital, senior debt, issuance of common stock, and stock option and warrant exercises.Cash provided by operating activities for the year ended December 31, 2008, was approximately$2,679,000 as compared to cash used by operating activities of approximately $445,000 for the yearended December 31, 2007.  The increase in cash balances available for operating activities for theyear ended December 31, 2008, was primarily a result of higher collections of accounts receivablethat we acquired in our acquisition of iSYS as well as higher overall collections of accountsreceivable in general and increases in our deferred revenues also primarily attributable to ouracquisition of iSYS.  From the date of the acquisition, iSYS has decreased its accounts receivableand produced cash from operations of approximately $600,000. This was partially offset by adecrease in vendor payables and accrued expenses of $300,000. Additionally, deferred revenue foriSYS produced approximately $1.6 million in additional cash from operations. Cash provided byinvesting and financing activities also improved materially as a result from two capital raises inApril and May of 2008 that raised approximately $4.1 million. Capital expenditures in property andequipment were approximately $96,000, excluding any capital leases for the year ended December 31,2008, as compared to capital expenditures in property and equipment of approximately $132,000,excluding capital leases for the year ended December 31, 2007.Substantially all of the increases in assets and liabilities in the Company’s balance sheet weredue to our acquisition of iSYS and capital raises during 2008.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 but that could change withthe addition of material contract awards. 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 andservice development, technological changes and market acceptance of the Company’s services.WidePoint believes that its current cash position is sufficient to meet capital expenditure andworking capital requirements through 2009. However, the growth and technological change of themarket make it difficult to predict future liquidity requirements with certainty. Over the longerterm, the Company must successfully execute its plans to increase revenue and income streams thatwill generate significant positive cash flows if it is to sustain adequate liquidity withoutimpairing growth or requiring the infusion of additional funds from external sources.Additionally, a major expansion might require external financing that could include additionaldebt or equity capital. There can be no assurance that additional financing, if required, will beavailable on acceptable terms, if at all, for future acquisitions and/or growth initiatives.
 
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As of December 31, 2008, the Company had net working capital of approximately $2.7 million.WidePoint’s primary source of liquidity consists of approximately $4.4 million in cash and cashequivalents and approximately $7.6 million of accounts receivable and unbilled accounts receivable.Current liabilities include approximately $5.0 million in accounts payable and accrued expensesand approximately $2.1 million in a related party note payable.The Company’s business environment is characterized by rapid technological change, experiencingtimes of high growth and contraction, and is influenced by material events such as mergers andacquisitions that can substantially change the Company’s performance and outlook.On January 2, 2008, the Company entered into a Commercial Loan Agreement with Cardinal Bankrelating to a $5,000,000 revolving credit facility and a $2,000,000 term loan. Advances under therevolving credit facility were interest bearing at a variable rate equal to the prime rate plus0.25% with an interest rate floor of 6.5% and the repayment date for such facility was April 30,2009. This revolving credit facility replaced the Company’s prior $2,000,000 revolving creditfacility with Cardinal Bank. The term loan bears interest at 7.5% annually and the repayment dateof such term loan is January 1, 2012. On March 17, 2009, the Company entered into a DebtModification Agreement and Commercial Loan Agreement (“2009 Commercial Loan Agreement”) withCardinal Bank. This new revolving credit facility replaces the Company’s prior $5 millionrevolving credit facility with Cardinal Bank. The 2009 Commercial Loan Agreement allows for theCompany to borrow up to $5 million. The repayment date of the revolving credit facility wasextended to June 1, 2010 and advances under the revolving credit facility will bear interest at avariable rate equal to the prime rate plus 0.5% with an interest rate floor of 5%.On January 4, 2008, the Company completed the closing of the acquisition of all the issued andoutstanding membership interests of iSYS from Mr. Jin Kang, the sole owner-member of iSYS, pursuantto the terms of a Membership Interest Purchase Agreement, dated as of January 2, 2008, between theCompany, iSYS, and Jin Kang. Pursuant to the terms of the Membership Interest Purchase Agreement,the Company paid Jin Kang the following consideration at the closing: (i) $5,000,000 in cash, (ii)$2,000,000 principal amount in an Installment Cash Promissory Note, which bears simple annualinterest at the initial rate of 7% through December 31, 2008, and thereafter the simple interestrate will increase to 10% from January 1, 2009 through the date of maturity, which will be on theearlier of either April 1, 2009 or the filing by the Company of its Annual Report on Form 10-K forthe year ending December 31, 2008, and (iii) the issuance of 1,500,000 shares of Company commonstock. The Company also issued an additional 3,000,000 shares of Company common stock in the nameof Jin Kang, which shares were delivered into escrow to be held subject to the satisfaction ofcertain earnout provisions under the Membership Interest Purchase Agreement, and which shares aresubject to return to the Company in the event such earnout provisions are not achieved under theterms of the Membership Interest Purchase Agreement. Under the terms of the Membership InterestPurchase Agreement, Jin Kang also entered into an Employment and Non-Compete Agreement, dated as ofJanuary 4, 2008.**Off-Balance Sheet Arrangements**The Company has no existing off-balance sheet arrangements as defined under SEC regulations.
 
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**Other**Inflation has not had a significant effect on the Company’s operations, as increased costs to theCompany have generally been offset by increased prices of products and services sold, although thishas been more recently compromised by some of the competitive pricing pressures referenced underCompetition in Item 1 of this document.The preparation of financial statements in conformity with accounting principles generally acceptedin the U.S. requires management to make estimates and assumptions that affect the reported amountsof assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period.Actual results could substantially differ from those estimates.This report contains forward-looking statements setting forth the Company’s beliefs or expectationsrelating to future revenues and profitability. Actual results may differ materially from projectedor expected results due to changes in the demand for the Company’s products and services,uncertainties relating to the results of operations, dependence on its major customers, risksassociated with rapid technological change and the emerging services market, potential fluctuationsin quarterly results, and its dependence on key employees and other risks and uncertaintiesaffecting the technology industry generally. The Company disclaims any intent or obligation toupdate publicly these forward-looking statements, whether as a result of new information, futureevents or otherwise.**ITEM 8.****FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.**The consolidated financial statements and schedules required hereunder and contained herein arelisted under Item 15 below.**ITEM 9.** **CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE.**Not applicable.**ITEM 9A.****CONTROLS AND PROCEDURES.****Disclosure Controls and Procedures**We maintain disclosure controls and procedures designed to provide reasonable assurance thatmaterial information required to be disclosed by us in the reports we file or submit under theSecurities Exchange Act of 1934 is recorded, processed, summarized and reported within the timeperiods specified in the SEC’s rules and forms, and that the information is accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer,as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation,under the supervision and with the participation of our management, including ourChief Executive Officer and Chief Financial Officer, of the effectiveness of the design andoperation of our disclosure controls and procedures as of the end of the period covered by thisreport. Based on the existence of the material weaknesses discussed below in “Management’s Reporton Internal Control Over Financial Reporting,” our management, including our Chief ExecutiveOfficer and Chief Financial Officer, concluded that our disclosure controls and procedures were noteffective at the reasonable assurance level as of the end of the period covered by this report.
 
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We do not expect that our disclosure controls and procedures will prevent all errors and allinstances of fraud. Disclosure controls and procedures, no matter how well conceived and operated,can provide only reasonable, not absolute, assurance that the objectives of the disclosure controlsand procedures are met. Further, the design of disclosure controls and procedures must reflect thefact that there are resource constraints, and the benefits must be considered relative to theircosts. Because of the inherent limitations in all disclosure controls and procedures, no evaluationof disclosure controls and procedures can provide absolute assurance that we have detected all ourcontrol deficiencies and instances of fraud, if any. The design of disclosure controls andprocedures also is based partly on certain assumptions about the likelihood of future events, andthere can be no assurance that any design will succeed in achieving its stated goals under allpotential future conditions.**Management’s Report on Internal Control Over Financial Reporting**Our management is responsible for establishing and maintaining adequate internal control overfinancial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or underthe supervision of, our principal executive and principal financial officers and effected by ourboard of directors, management and other personnel to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles and includes those policiesand procedures that: • pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of our assets;  • provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of our management anddirectors; and  • provide reasonable assurance regarding prevention or timely detectionof unauthorized acquisition, use or disposition of the company’s assets that couldhave a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent ordetect misstatements. Additionally, projections of any evaluation of effectiveness to futureperiods are subject to the risks that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
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Management assessed the effectiveness of our internal control over financial reporting as ofDecember 31, 2008. In making this assessment, management used the criteria set forth by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO) in *InternalControl-Integrated Framework*.Based on this assessment, management concluded that our internal control over financial reportingwas not effective as of December 31, 2008 due to the existence of the material weaknesses as ofDecember 31, 2008, discussed below. A material weakness is a control deficiency, or a combinationof control deficiencies, that results in more than a remote likelihood that a material misstatementof the annual or interim financial statements will not be prevented or detected. **•** *Inadequate segregation of duties within a significant account or process.*We did nothave appropriate segregation of duties within our internal controls that would ensure theconsistent application of procedures in our financial reporting process by existingpersonnel. This control deficiency could result in a misstatement to substantially all ofour financial statement accounts and disclosures that would result in a materialmisstatement to the annual or interim financial statements that would not be prevented ordetected. Accordingly, management has concluded that this control deficiency constitutes amaterial weakness.  **•** *Inadequate documentation of the components of internal control.*We did not maintaindocumented policies and evidence of compliance with our internal controls that would ensurethe consistent application of procedures in our financial reporting process by existingpersonnel. This control deficiency could result in a misstatement to substantially all ofour financial statement accounts and disclosures that would result in a materialmisstatement to the annual or interim financial statements that would not be prevented ordetected. Accordingly, management has concluded that this control deficiency constitutes amaterial weakness.  **•** *Income Tax Accounting.*We engage outside parties to assist us in accounting for incometaxes. We have not implemented an effective review process for accounting for incometaxes that could lead to errors occurring in the amounts and disclosures for income taxes.Accordingly, management has concluded that this control deficiency constitutes a materialweakness.This annual report does not include an attestation report of the company’s registered publicaccounting firm regarding internal control over financial reporting. Management’s report was notsubject to attestation by the company’s registered public accounting firm pursuant to temporaryrules of the Securities and Exchange Commission that permit the company to provide onlymanagement’s report in this annual report.**Remediation Plan for Material Weaknesses**The material weaknesses described above in “Management’s Report on Internal Control OverFinancial Reporting” comprise control deficiencies that we discovered in the fourth quarter offiscal year 2007 and during the financial close process for fiscal year 2008. Upon the Company’sacquisition of iSYS in January 2008, the Company further determined that the material weaknessesdescribed above were also present in iSYS’ internal controls. We specifically noted weaknessesassociated with the process of recognizing a certain segment of the iSYS revenue and associateddirect costs.
 
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Beginning and during the fourth quarter of fiscal 2007, we formulated a remediation plan andinitiated remedial action to address those material weaknesses at WidePoint. During the firstquarter of 2008, we expanded the scope of our remediation plan to address the material weaknessesrelated to the internal controls and procedures of iSYS. The elements of the remediation plan areas follows: **•** *Inadequate segregation of duties within a significant account or process.*We commenceda thorough review of our accounting staff’s duties and where necessary we have begunsegregating such duties with other personnel.  **•** *Inadequate documentation of the components of internal control*. We commenced a thoroughreview of our documentation and where necessary we are putting into place policies andprocedures to document such evidence to comply with our internal control requirements. Weare specifically addressing policies to properly review and recognize a certain segment ofthe iSYS revenue and associated direct costs. We have also retained a financial consultantto assist us in further reviewing and improving our internal control processes.We believe that these measures, if effectively implemented and maintained, will remediate thematerial weaknesses discussed above.**Changes in Internal Control Over Financial Reporting**During the fourth quarter of fiscal year 2008 and the first quarter of 2009, we undertook a numberof measures to remediate the material weaknesses discussed under “Management’s Report on InternalControl Over Financial Reporting,” above. Those measures, described under “Remediation Plan forMaterial Weaknesses,” undertaken during the fourth quarter of fiscal year 2008, have materiallyaffected, or are reasonably likely to materially affect, our internal control over financialreporting.Other than as described above, there have been no changes in our internal control over financialreporting during the fourth quarter of fiscal year 2008 that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.**ITEM 9B.****OTHER INFORMATION.**None.
 
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**Part III.****ITEM 10.****DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.**Except for the information regarding executive officers required by Item 401 of Regulation S-K,which is included in Part I of this Annual Report on Form 10-K as Item 4A, pursuant to GeneralInstruction G(3) of Form 10-K, the information called for by this item is hereby incorporated byreference from our definitive proxy statement or amendment hereto to be filed pursuant toRegulation 14A not later than 120 days after the end of the fiscal year covered by this report.**ITEM 11.****EXECUTIVE COMPENSATION.**Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item ishereby incorporated by reference from our definitive proxy statement or amendment hereto to befiled pursuant to Regulation 14A not later than 120 days after the end of the fiscal year coveredby this report.**ITEM 12.** **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS.**Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item ishereby incorporated by reference from our definitive proxy statement or amendment hereto to befiled pursuant to Regulation 14A not later than 120 days after the end of the fiscal year coveredby this report.**ITEM 13.****CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item ishereby incorporated by reference from our definitive proxy statement or amendment hereto to befiled pursuant to Regulation 14A not later than 120 days after the end of the fiscal year coveredby this report.**ITEM 14.****PRINCIPAL ACCOUNTING FEES AND SERVICES.**Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item ishereby incorporated by reference from our definitive proxy statement or amendment hereto to befiled pursuant to Regulation 14A not later than 120 days after the end of the fiscal year coveredby this report.
 
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**Part IV.****ITEM 15.****EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.** (a) Financial Statements and Financial Statement Schedule (1) Financial Statements:   Report of Moss Adams LLP, Independent Registered Public Accounting Firm    Consolidated Balance Sheets as of December 31, 2008 and 2007   Consolidated Statements of Operations for the Years Ended December 31, 2008 and 2007.    Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 2008and 2007.    Consolidated Statements of Cash Flow for the Years Ended December 31, 2008 and 2007.    Notes to Consolidated Financial StatementsAll other schedules are omitted either because they are not applicable or not required, or becausethe required information is included in the financial statements or notes thereto:(b) Exhibits: The following exhibits are filed herewith or incorporated herein byreference:     EXHIBIT  NO. DESCRIPTION      2.1  Membership Interest Purchase Agreement, dated as of January 2, 2008, between the Company, iSYS LLC, and Jin Kang.(Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 8, 2008.)      3.1  Amended and Restated Certificate of Incorporation of WidePoint Corporation. (Incorporatedherein by reference to Exhibit A to the Registrant’s Definitive Proxy Statement, as filed onDecember 27, 2004.)      3.2  Bylaws of ZMAX Corporation. (Incorporated herein by reference to Exhibit 3.6 to theRegistrant’s Registration Statement on Form S-4 (File No. 333-29833))      4.1  Certificate Of Designations, Rights And Preferences Of The Series A Convertible PreferredStock between WidePoint Corporation and Barron Partners LP (Incorporated herein by referenceto Exhibit 10.4 to the Registrant’s Current Report on Form 8-K/A filed on November 2, 2004.))      10.1  Employment Agreement between WidePoint Corporation and Steve Komar, dated July 1, 2002.*(Incorporated herein by reference to Exhibit 10.26 to Registrant’s Report of Form 10Q, asfiled on August 15, 2002 (File No. 000-23967))    * Management contract or compensatory plan.
 
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     EXHIBIT  NO. DESCRIPTION      10.2  Employment Agreement between WidePoint Corporation and James McCubbin, dated July 1,2002.* (Incorporated herein by reference to Exhibit 10.26 to Registrant’s Report of Form 10Q,as filed on August 15, 2002 (File No. 000-23967)      10.3  Preferred Stock Purchase Agreement Between WidePoint Corporation and Barron Partners LP.(Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form8-K/A filed on November 2, 2004.)      10.4  Stock Purchase Agreement between WidePoint Corporation, Operational Research Consultants,Inc. (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report onForm 8-K/A filed on November 2, 2004.)      10.5  Employment and Non-Compete Agreement between WidePoint Corporation, Operational ResearchConsultants, Inc and Daniel Turissini.* (Incorporated herein by reference to Exhibit 10.15 tothe Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006.)      10.6  Addendum to Employment and Non-Compete Agreement between the Registrant and Daniel E.Turissini, effective as of July 25, 2007. *(Incorporated herein by reference to Exhibit 10.1to the Registrant’s Current Report on Form 8-K filed on July 30, 2007.)      10.7  Commercial Loan Agreement, dated August 16, 2007, between the Company and Cardinal Bank.(Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form8-K filed on August 21, 2007.)      10.8  Security Agreement, dated August 16, 2007, between the Company and Cardinal Bank.(Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form8-K filed on August 21, 2007.)      10.9  Promissory Note, dated August 16, 2007, issued by the Company in favor of Cardinal Bank.(Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form8-K filed on August 21, 2007.)      10.10  Promissory Note, dated November 5, 2007, between Protexx, Inc. and its subsidiaries,including but not limited to 22THEN LLC, as borrower, WidePoint Corporation, as lender, andPeter Letizia, as guarantor. (Incorporated herein by reference to Exhibit 10.1 to theRegistrant’s Current Report on Form 10-Q filed on November 9, 2007.)    * Management contract or compensatory plan.
 
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     EXHIBIT  NO. DESCRIPTION      10.11  Revolving Line of Credit Agreement, dated as of November 5, 2007, by and among Protexx, Inc.and its subsidiaries, including but not limited to 22THEN LLC, as borrower, Peter Letizia, asguarantor, and WidePoint Corporation, as lender. (Incorporated herein by reference to Exhibit10.2 to the Registrant’s Current Report on Form 10-Q filed on November 9, 2007.)      10.12  Security Agreement, dated as of November 5, 2007, given by Protexx, Inc. and each of itssubsidiaries and 22THEN LLC, collectively, as debtors, to and in favor of WidePointCorporation, as secured party. (Incorporated herein by reference to Exhibit 10.3 to theRegistrant’s Current Report on Form 10-Q filed on November 9, 2007.)      10.13  Software Escrow Agreement, dated as of November 5, 2007, between 22THEN LLC and ProtexxIncorporated, collectively, as supplier, WidePoint Corporation, as user, and Foley & LardnerLLP, as escrow agent. (Incorporated herein by reference to Exhibit 10.4 to the Registrant’sCurrent Report on Form 10-Q filed on November 9, 2007.)      10.14  $2,000,000 Installment Cash Promissory Note, dated January 4, 2008, issued by the Company infavor of Jin Kang. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’sCurrent Report on Form 8-K filed on January 8, 2008.)      10.15  Employment and Non-Compete Agreement, dated as of January 4, 2008, between the Company, iSYSLLC and Jin Kang. * (Incorporated herein by reference to Exhibit 10.2 to the Registrant’sCurrent Report on Form 8-K filed on January 8, 2008.)      10.16  Commercial Loan Agreement, dated January 2, 2008, between the Company and Cardinal Bank.(Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form8-K filed on January 8, 2008.)      10.17  Security Agreement, dated January 2, 2008, between the Company and Cardinal Bank.(Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form8-K filed on January 8, 2008.)      10.18  $5,000,000 Promissory Note, dated January 2, 2008, issued by the Company in favor ofCardinal Bank. (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s CurrentReport on Form 8-K filed on January 8, 2008.)      10.19  Security Agreement, dated January 2, 2008, between the Company and Cardinal Bank.(Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Current Report on Form8-K filed on January 8, 2008.)    * Management contract or compensatory plan.
 
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     EXHIBIT  NO. DESCRIPTION      10.20  $2,000,000 Promissory Note, dated January 2, 2008, issued by the Company in favor ofCardinal Bank. (Incorporated herein by reference to Exhibit 10.7 to the Registrant’s CurrentReport on Form 8-K filed on January 8, 2008.)      10.21  Debt Subordination Agreement, dated January 2, 2008, between the Company and Cardinal Bank.(Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Current Report on Form8-K filed on January 8, 2008.)      10.22  Common Stock Purchase Agreement, dated April 29, 2008, between the Company and Deutsche BankAG, London Branch. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’sCurrent Report on Form 8-K filed on May 5, 2008.)      10.23  Escrow Agreement, dated April 29, 2008, between the Company, Deutsche Bank AG, London Branchand Foley & Lardner LLP as Escrow Agent. (Incorporated herein by reference to Exhibit 10.2 tothe Registrant’s Current Report on Form 8-K filed on May 5, 2008.)      10.24  Common Stock Purchase Agreement, dated May 16, 2008, between the Company and EndurancePartners, L.P. (Incorporated herein by reference to Exhibit 10.11 to the Registrant’sQuarterly Report on Form 10-Q filed on May 20, 2008.)      10.25  Escrow Agreement, dated May 16, 2008, between the Company, Endurance Partners, L.P. andFoley & Lardner LLP as Escrow Agent. (Incorporated herein by reference to Exhibit 10.12 tothe Registrant’s Quarterly Report on Form 10-Q filed on May 20, 2008).      10.26  Common Stock Purchase Agreement, dated May 16, 2008, between the Company and EndurancePartners (Q.P.), L.P. (Incorporated herein by reference to Exhibit 10.13 to the Registrant’sQuarterly Report on Form 10-Q filed on May 20, 2008).      10.27  Escrow Agreement, dated May 16, 2008, between the Company, Endurance Partners (Q.P.), L.P.and Foley & Lardner LLP as Escrow Agent. (Incorporated herein by reference to Exhibit 10.14to the Registrant’s Quarterly Report on Form 10-Q filed on May 20, 2008).      10.28  Amendment, dated as of July 25, 2008, between the Registrant and Steven L. Komar.*(Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form8-K filed on July 31, 2008).      10.29  Amendment, dated as of July 25, 2008, between the Registrant and James T. McCubbin.*(Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form8-K filed on July 31, 2008).    * Management contract or compensatory plan.
 
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     EXHIBIT  NO. DESCRIPTION      10.30  Asset Purchase Agreement, dated July 31, 2008, by and among the Registrant, ProtexxAcquisition Corporation, Protexx Incorporated, Peter Letizia, Charles B. Manuel, Jr. andWilliam Tabor. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s CurrentReport on Form 8-K filed on August 6, 2008).      10.31  Debt Modification Agreement, dated as of March 17, 2009, between the Registrant and itssubsidiaries and Cardinal Bank. (Incorporated herein by reference to Exhibit 10.1 to theRegistrant’s Current Report on Form 8-K filed onMarch 23, 2009).      10.32  Commercial Loan Agreement, dated as of March 17, 2009, between the Registrant and itssubsidiaries and Cardinal Bank. (Incorporated herein by reference to Exhibit 10.2 to theRegistrant’s Current Report on Form 8-K filed onMarch 23, 2009).      21  Subsidiaries of WidePoint Corporation (Filed herewith).      23.1  Consent of Moss Adams LLP (Filed herewith).      31.1  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of2002 (Filed herewith).      31.2  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of2002 (Filed herewith).      32  Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
 
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**SIGNATURES**Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto duly authorized.      WidePoint Corporation