FINANCIALS FOR THE QARTER ENDED SEPTEMBER 30, 2002

THE WIDECOM GROUP INC.



Consolidated Financial Statements (Unaudited)

For the quarters ended September 30, 2002 and 2001

Together with Review Engagement Report




TABLE OF CONTENTS


Accountant's Review Report						3

Consolidated Balance Sheets						4

Consolidated Statements of Operations					5

Consolidated Statements of Cash Flows					6

Notes to Consolidated Financial Statements				7 to 10
























								Page 2





        Z A F A R H U S A I N S I D D I Q U I
        C H A R T E R E D    A C C O U N T A N T

        2  Robert Speck Pkwy, Suite 750
        Mississauga, Ontario L4Z 1H8
        Phone: (905) 677-7777
        Fax: (905) 272-5333


                INDEPENDENT ACCOUNTANT'S REVIEW REPORT

        To the Board of Directors of
        The WideCom Group Inc.

	I have reviewed the accompanying consolidated Balance Sheet of The
	WideCom Group Inc. (incorporated in Ontario, Canada) as of September
	30, 2002, and the related consolidated statements of operations and
	cash flows for the period then ended. These consolidated
	financial statements are the responsibility of the company's management.

	I conducted my review in accordance with the standards established
	by the American Institute of Certified Public Accountants. A review
	of interim financial information consists principally of applying analytical
	procedures to financial data and making inquiries of persons responsible
	for financial and accounting matters. It is substantially less in scope than
	an audit conducted in accordance with generally accepted auditing
	standards, the objective of which is the expression of an opinion regarding
	the financial statements taken as a whole. Accordingly, we do not express
	such an opinion.

	Substantial doubts existed, especially in view of a negative net equity
	as at September 30,2002, as well as on the date of this report, as to the
	Company's ability to continue to meet its obligations and commitments
	and also with regards to its ability to continue to generate sufficient
	amounts of cash flows from its operations to maintain its solvency
	for a reasonable period  of time without continued, substantial financial
	support from the personal resources of two of its directors and one key
	employee who is very closely related to those two directors.
	Information from management does not provide definitive confirmation
	of the related willingness and ability of the above mentioned individuals.

	As more fully explained in Note 7(b), the Company's ability to
	continue as a going concern may also be jeopardized by a decision
	by a secured creditor (a financial institution) to enforce its demand for
	an immediate, full repayment by the company of its indebtedness even
	though such an action might be considered by management to be unlikely,
	extreme, unscrupulous, or unwarranted.

	As mentioned in Note 8(a), the Company is committed to issuing 100,000
	common shares to a claimant of alleged infringement of software and
	trademark ownership rights as part of an out-of-court settlement. As of the
	date of this report, those shares are yet to be issued. The effects of those
	to-be-issued shares on the financial    statements have not been included.

	Except for the matters discussed above, based on my review, I am not
	aware of any material modifications that should be made to the accompanying
	financial statements for them to be in conformity with generally accepted
	accounting principles.



	Mississauga, Ontario
	November 14, 2002				Chartered Accountant.




								Page 3





The WideCom Group Inc.
Consolidated Balance  Sheet
(in United States dollars)
									        Sep-30
									2001		2002

Current Assets				Notes
Cash and cash equivalents						7,771		25,118
Accounts receivable 							423,194		229,153
Inventory				3				528,457		421,093
Prepaid expenses							21,263		35,182
Advances to related parties						295,658		125,350
Deferred financing costs						9,802		 -

Total Current Assets							1,286,145	835,896

Capital Assets 				4				620,963		553,145

Purchased research and
    development technology		5				13,997		 -
Investment in affiliate			6				 -   		 -

Total Assets								1,921,105	1,389,041


Liabilities & Stockholders' Equity

Current Liabilities

Bank indebtedness							120,609		111,387
Accounts payable and  accrued liabilities				606,675		417,127
Loans from related parties						737,981		878,323
Convertible debentures			5				180,085		181,841

Total Current Liabilities						1,645,350	1,588,678

Stockholders' Equity
Common shares
 5,000,000*  shares authorized of no par value
 2,633,585*  shares issued and outstanding on
                        Sept 30, 2001
 2,633,585*  shares issued and outstanding on
                        Sept 30, 2002					14,711,179	14,711,179
Contributed surplus							159,825		159,825
Deficit									-14,595,249	-15,070,641
									275,755		-199,637
Total Liabilities & Stockholders' Equity				1,921,105	1,389,041



Accompanying notes are integral part of consolidated financial statements.
								Page 4


The WideCom Group Inc.
Consolidated Statements of Operations
(in United States dollars)				For the three months ended	For the six
							Sep-30		Sep-30	 	months ended
							2001		2002	 	Sept. 30, 2002
							(Unaudited)	(Unaudited)	(Unaudited)

Revenue

Product sales						147,879		204,033		343,593
Research and development grants				 -   		 -   		 -
Interest income						131		78		218

Total Revenue						148,010		204,111		343,811

Expenses
  Cost of product sales					36,211		51,746		88,864
  Research and development				83,795		77,127		147,064
  Selling, general and administrative			121,106		131,848		241,226
  Interest and bank charges				2,985		3,367		6,912
  Management fees and salaries				12,458		13,906		27,729
  Amortization						31,810		14,350		30,692
  Financing fees					 -   		 -   	 	-
 Obsolete Inventory w/off				 -   		54,568		54,568
  Foreign exchange loss (gain)				4,850		4,041		6,745

Total Expenses						293,215		350,953		603,800

Operating loss						-145,205	-146,842	-259,989

Legal settlement costs					 -   		 -   	 	-
Equity in loss of affiliate				-84,650		 -   	 	-

Net loss for the period					-229,855	-146,842	-259,989


Loss per common share, basic
       and diluted					-0.09		-0.06		-0.1


Weighted average number of shares outstanding*
							2,633,585	2,633,585	2,633,585





Accompanying notes are integral part of consolidated financial statements.









									Page 5

The WideCom Group Inc.
Consolidated Statements of Cash Flows
(in United States dollars)					For the six months ended
								Sep-30		Sep-30
								2001		2002
								(Unaudited)	(Unaudited)

Cash provided by (used in)

Operating Activities
Loss for the year						-417,182	-259,989
(Add (deduct) items not requiring a cash outlay)
   Amortization 						55,437		30,692
   Foreign exchange loss (gain)					2,492		6,745
   Equity in loss of affiliate					159,193		 -
Net changes in non-cash
 Working capital balances related to operations:
   Decrease (increase) in receivables				30,724		3,301
   Decrease in research and development grants receivable	 -   		 -
   Decrease (increase) in inventory				215,102		112,949
   Increase (decrease) in accounts payable and accrued
      liabilities						-155,962	-63,825
   Increase (decrease) in prepaid expenses			1,201		-13,693
								-108,995 	-183,820
Investing Activities

Disposal (purchase) of capital assets				 -   		-436
Advances to related parties					1,412		111,908
								1,412		111,472
Financing Activities

Deferred financing costs
Increase (decrease) in bank indebtedness			-49,690		11,652
Shares and warrants issued, net of issue costs			 -   		 -
Loan from related parties					92,496		74,512
Issuance of convertible debentures				 -   		 -
								42,806		86,164
Effect of exchange rate change on cash				2,972		-6,746

Net increase (decrease) in cash during the period		-61,805		7,070

Cash and cash equivalents, beginning of the period		69,576		18,048

Cash and cash equivalents, end of the period			7,771		25,118





Accompanying notes are integral part of consolidated financial statements.




									Page 6

The WideCom Group Inc.
Notes to Consolidated Financial Statements (Unaudited)
(in United States dollars)

30-Sep-02


1. Presentation of Interim Information

	In the opinion of Management, the accompanying unaudited financial statements
	include all	normal adjustments necessary to present fairly the financial
	position at September 30, 2002, and the results of operations for the three
	months ended September 30, 2002 and 2001 and cash flows for the six months
	ended September 30, 2002. Interim results are not necessarily indicative of
	results for full year.

	The condensed consolidated financial statements and notes are presented as
	permitted by Form 10QSB and do not contain certain information included in
	Widecom's audited consolidated financial statements and notes for the fiscal
	year ended March 31, 2002.

2. Financial Statements

	The consolidated financial statements include the accounts of Widecom and its
	wholly owned subsidiary. All significant intercompany balances, transactions
	and stockholdings have been eliminated.

3.   Inventory
							Sep-30		Sep-30
      Inventories are summarized as follows:		2001		2002

	Raw material					442,987		228,805
	Work-in-progress				28,218		18,713
	Finished goods					57,252		105,634
	R & D Inventory					 -   		52,941
							528,457		406,093

4.   Capital Assets

        Capital assets consist of:				30-Sep-01			30-Sep-02
								Accumulated			Accumulated
						Cost		Amortization	Cost		Amortization

	Machinery, plant & computer		1,646,001	1,476,163  	1,648,168	1,528,777
	Furniture and fixtures			91,395		77,692		91,395		80,480
	Prototypes and jigs			239,494		146,663		239,494		161,682
	Land					45,806		 -   		45,806		 -
	Building under construction		298,785		 -   		299,221		 -
						2,321,481	1,700,518	2,324,084 	1,770,939
	Net book value						620,963				553,145

5.   Convertible Debentures

	During 1999, the Company conducted a private placement of ten
	specific investment units, each comprising 10,000 common shares
	and a three-year 12% convertible subordinated convertible
	subordinated note in the amount of $20,000.  Interest payments
	are payable quarterly and conversion is available at an exercise
	price of $1.00 per share. One-half of the principal amount of the
	note is exercisable during the 30 day period commencing 180 days
	from the initial closing on February 19, 1999.  The remaining principal


								Page 7


The WideCom Group Inc.
Notes to Consolidated Financial Statements
(in United States dollars)

30-Sep-02

5.   Convertible Debentures (cont'd)

	amount is convertible following 360 days after the initial closing.  During
	the fiscal year ended March 31, 2000, the Company issued the remaining
	one-half unit comprising of 5,000 common shares ( see Note 10(b)(x)) and
	a three-year 12% convertible subordinated note in the amount of $10,000.

	The Company is presently in default on the interest payments on the 12%
	convertible debentures.  The consequences of this default has not been
	determined.

6.   Loans from Related Parties

	The loans from related parties are non-interest bearing, due on demand
	and were advanced	to the Company in order to assist in certain
	working capital requirements.

7.   Bank indebtedness

(a)	The Company has an operating line of credit available for approximately
	$100,000 which bears interest at prime rate plus 0.75%, is due on demand,
	and is secured by a general security agreement over all Company assets
	except real property. 	As at Sept 30, 2002 approximately $99,925 was utilized.

(b)	In February 2002, the Royal Bank of Canada (RBC) served through its
	attorneys	a notice upon the Company demanding immediate repayment
	of the outstanding debt. A few weeks later RBC accepted a settlement
	offer made by the Company's management. In April 2002, however,
	RBC reneged, and WideCom threatened legal action against RBC for
	breach of contract. In response, RBC agreed to consider WideCom
	revised offer (a) to make an initial payment of $20,000 CAN
	followed by a monthly payment of #5,000 CDN until the entire amount has
	been settled, and (b) a personal guarantee of $20,000 CDN by one of the
	executives of the Company. As of the date of the accountant's review
	report, the matter has remained unresolved, pending a firm response
	from RBC.

	In the event of a non-acceptance by RBC of the Company's revised offer,
	management may have to resort to legal action against the bank, the outcome
	whereof, at the present time (i.e. the date of the accountant's review report)
	is extremely hard to predict.

8. Contingent Liabilities

(a)	The Company has been served with a claim, with respect to a breach of
	contract. In the prior years the Company had been served with a claim
	with respect to an alleged breach of contract regarding the Company's
	rights under two specific joint venture and development agreements
	to use and distribute various iterations of software components
	allegedly the sole property of the claimant. The action claimed
	damages for breach of contract along with copyright and trademark
	infringement. The claim sought a total of $15.85 million in damages
	and was in progress in the Province of Ontario. During the previous quarter
	to the quarter being reported on, the claim has been settled for $CDN 5,000
	in cash and 100,000 shares in the Company. These shares have not yet
	been issued and are not reflected in these financial statements or in these
	accompanying notes elsewhere.

	Several other claims against the Company are in various stages of litigation.
	In management's opinion, these claims are not material and accordingly no
	provision has been made in the	consolidated financial statements.

	Loss, if any, on the above claims will be recorded when settlement is
	probable and the amount of the settlement is estimable.

(b)	The Company's wholly owned subsidiary, Indo WideCom International
	Ltd., in India, has not met export obligations for the fiscal year which may
	result in additional customs duty levied by the authorities in India.  As at
	year end, this amount was not determinable.

								Page 8


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

	Since inception, we have generated limited revenues from operations
	and have not yet achieved significant profitability. Our revenues are
	primarily derived from product sales that are recognized for accounting
	purposes when products are shipped.  We have limited revenue from
	operations, significant losses and have a significant deficit.  Due to
	limited cash resources, we have often relied on cash infusions from
	management to meet ongoing obligations.  There is no certainly that such
	access to funds will be available to us in the future.  In order to reduce
	our losses, we have significantly reduced Selling, General and
	Administrative costs.  We expect this to have a reduction on sales.

	While we received government grants in the past, we do not meet the
	required pre-qualification for such grants subsequent to conducting its
	public offering. In consideration of this fact, we shifted our research and
	development to an affiliated joint venture based in Montreal, Canada.

	In February 2000, we established a majority-owned subsidiary,
	Posternetwork.COM Inc., to engage in the business line of offering an
	online printing service. Posternetwork is currently engaged in
	organizational and financing activities.

	Results of Operations
	Quarter Ended Sept 30, 2002 Compared to Quarter Ended Sept 30, 2001

	Sales for the quarter ended Sept 30, 2002 were $204,033, an increase of
	$56,154 as compared to $147,879 for the quarter ended Spet 30, 2001.  Net
	Revenues for the quarter ended Spet 30, 2002 were $152,365, an increase of
	$40,566 as compared to $111,799 for the quarter ended Sept 30, 2001. The
	company is making efforts to increase the sales by exploring the market
	in other countries.

	Operating expenses for the quarter ended Spet 30, 2002 were $299,207
	an increase of $42,203, as compared to $257,004 for the quarter
	ended Sept 30, 2001.  Selling, general and administrative expenses for the
	quarter ended Sept 30, 2002 were $131,848, increased by $10,742, or 9%
	versus the same period in the previous fiscal year. This increase in
	selling, general and administrative expenses is due to higher marketing and
	other related expeses for penetrating the products in overseas markets.

	Due to best efforts, the company could maintain losses to $146,842 for
	the quarter ended Sept 30, 2002 as compared to $145,205 of Sept 30, 2001.

	Our cash requirements in connection with manufacturing and marketing
	will continue to be significant. We do not have any material commitments
	for capital expenditures. We believe, based on our current plans and
	assumptions relating to our operations, projected cash flow from operations
	may not be sufficient to satisfy our contemplated cash requirements for the
	foreseeable future. We have relied on investments from management to cover
	our short falls in the last fiscal year, such investment may not be
	available to us in the future.  In the event that our plans or assumptions
	change, or prove to be incorrect, or if the projected cash flows otherwise
	prove to be insufficient to fund operations (due to unanticipated expenses,
	delays, problems or otherwise), we could be required to seek additional
	financing sooner than currently anticipated. There can be no assurance that
	this additional financing will be available to us when needed, on
	commercially reasonable terms, or at all.

Nasdaq

	The Company's Common Stock was delisted from the Nasdaq Small Cap
	Market effective the close of business April 10, 2001 for failure to meet
	certain minimum net tangible asset requirements.  The stock continues to
	trade on the OTC Bulletin Board.

								Page 9


PART II:  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.
	-See Contingent Liabilities.

ITEM 2.   CHANGES IN SECURITIES.
	No material change.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
	None.

ITEM 5.   OTHER INFORMATION.
	None.

ITEM 6.   REPORTS ON FORM 8-K and EXHIBITS
	None

                                 SIGNATURES

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

                                       THE WIDECOM GROUP INC.


November 15, 2002                      /s/ Suneet S. Tuli
- ------------------                      ----------------------
Date                                      Suneet S. Tuli,
                                          Executive Vice President


November 15, 2002                      /s/Raja S. Tuli
- ------------------                      ----------------------
Date                                      President, C.E.O




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