`The WideCom Group Inc.


Consolidated Financial Statements (Unaudited)
For the quarters ended December 31, 2002 and 2001

Together with Review Engagement Report

TABLE OF CONTENTS


Review Engagement Report					3

Consolidated Balance Sheets					4

Consolidated Statements of Operations				5

Consolidated Statements of Cash Flows				6

Notes to Consolidated Financial Statements			7- 9

































							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 December
	31, 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 December 31,2002, 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
	March 03, 2003				Chartered Accountant.


							Page 3


The WideCom Group Inc.
Consolidated Balance  Sheet
(in United States dollars)
						December 31,
						 2001	  2002

Current Assets				Notes
Cash and cash equivalents	                 7,217 	  19,383
Accounts receivable 			       330,043   201,346
Inventory				3      410,670 	 356,320
Prepaid expenses		                21,011    34,942

Advances to related parties		        204,334	 128,304
Deferred financing costs		         9,802      -

Total Current Assets		               983,077 	 740,295

Capital Assets 				4      598,899   539,754

Purchased research and
    development technology	               13,997 	   -

Investment in affiliate				 -   	   -

Total Assets				     1,595,973  1,280,049


Liabilities & Stockholders' Equity

Current Liabilities

Bank indebtedness		7	      130,104 	  112,289
Accounts payable and  accrued liabilities     569,128     434,834
Loans from related parties	6	      731,117     858,618
Convertible debentures		5	      180,085     181,841

Total Current Liabilities	             1,610,434 	1,587,582

Stockholders' Equity
Common shares
 5,000,000*  shares authorized of no par value
 2,633,585*  shares issued and outstanding on
             Dec 31, 2001
 2,633,585*  shares issued and outstanding on
Dec 31, 2002				     14,711,179   14,711,179
Contributed surplus		                159,825      159,825
Deficit					    (14,885,465) (15,178,537)
					        (14,461)    (307,533)
Total Liabilities & Stockholders' Equity   1,595,973   1,280,049



The accompanying notes are an integral part of the consolidated financial statements.
							Page 4


The WideCom Group Inc.
Consolidated Statements of Operations	                                                                                        For the nine
(in United States dollars)
                         For the three months ended	months ended
			December 31,	December 31,	December 31,
			2001	           2002	           2002
			(Unaudited)	(Unaudited)	(Unaudited)

Revenue

Product sales		 115,514 	 100,111 	 443,704
Research and developmentgrants -   	    -   	    -
Interest income		      90 	      86 	     304

Total Revenue		 115,604 	 100,197 	 444,008

Expenses
Cost of product sales	  27,756 	  26,109 	 114,973
Research and development 181,691 	  39,163 	 186,227

Selling,generalandadministrative121,518   77,163 	 318,389
Interest and bank charges    594 	   1,075 	    7987

Management fees and salaries 53,770 	  19,631          47,360

Amortization		     20,251 	  13,391 	  44,083
Financing fees		       -   	     -   	    -

Obsolete Inventory w/off       -   	  26,709 	  81,277
Foreign exchange loss (gain)   239 	   4,852 	  11,597

Total Expenses		   405,819 	 208,093 	 811,893

Operating loss		 (290,215)	 (107,896)	(367,885)

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

Net loss for the period	  (374,865)	 (107,896)	 (367,885)


Loss per common share, basic
       and diluted	   (0.14)	   (0.04)	   (0.14)


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





The accompanying notes are an integral part of the consolidated financial statements.









							 Page 5

The WideCom Group Inc.
Consolidated Statements of Cash Flows
(in United States dollars)	   For the nine months ended
				    December 31,  December 31,
				      2001	    2002
				    (Unaudited)  (Unaudited)

Cash provided by (used in)

Operating Activities
Loss for the year		    (707,397)	  (367,885)
(Add (deduct) items not requiring a cash outlay)
   Amortization 	              75,688 	    44,083
   Foreign exchange loss (gain)	       2,731 	    11,597
   Equity in loss of affiliate	     159,193           -
Net changes in non-cash
Working capital balances related to operations:
  Decrease (increase) in receivables 113,754 	    31,108
   Decrease in research and development grants receivable
   Decrease (increase) in inventory  332,889 	   177,722
   Increase (decrease) in accounts payable and accrued
liabilities			    (193,509)	   (46,118)
Increase (decrease) in prepaid
 expenses/other                        1,201 	   (13,453)
				    (215,450)	  (162,946)
Investing Activities

Disposal (purchase) of capital assets  -   	       -
Advances to related parties	      92,736 	   108,954
			              92,736 	   108,954
Financing Activities

Deferred financing costs
Increase (decrease) in bank indebtedness(40,194)    12,554
Shares and warrants issued, net of issue costs-       -
Loan from related parties		 85,632     54,807
Issuance of convertible debentures          -         -
				         45,438     67,361
Effect of exchange rate change on cash	 14,917    (12,034)

Net increase (decrease) in cash
 during the period                      (62,359)     1,335
Cash and cash equivalents,
 beginning of the period                 69,576     18,048

Cash and cash equivalents,
 end of the period	                 7,217 	    19,383





The accompanying notes are an integral part of the consolidated financial statements.




							 Page 6

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

December 31, 2002


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 December 31, 2002, and
	the results of operations for the three months ended december 31, 2002 and 2001 and cash flows
	for the nine months ended December 31, 2002. Interim results are not necessarily indicative of
	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
					December 31	December 31
 Inventories are summarized as follows:	  2001	          2002

	Raw material			 361,806 	 235,538
	Work-in-progress		  20,181 	  19,267
Finished goods		                  28,683 	  48,574

R & D Inventory		                    -   	  52,941
					 410,670 	 356,320

4.   Capital Assets

Capital assets consist of:	December 31, 2001     December 31, 2002
				   Accumulated		 Accumulated
			   Cost	  Amortization	   Cost  Amortization

Machinery, plant &
computer equipment      1,646,001 1,489,951 	 1,648,168  1,537,731
Furniture and fixtures	   91,395    78,433 	    91,395     81,026
Prototypes and jigs	  239,494   154,198 	   239,494    165,573
Land			   45,806      -   	    45,806       -
Building under
construction              298,785      -   	   299,221 	 -
		        2,321,481  1,722,582 	 2,324,084  1,784,330
Net book value		             598,899 		      539,754

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 subor-
	dinated 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






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.

(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)   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










							Page 8


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

December 31, 2002



8.   Investment in Affiliate	        	December 31,
						2001	2002
 3294340 Canada Inc.				 Nil 	 Nil

	In October 1996, the Company entered into a joint venture agreement which resulted in
	the purchase of a 45% stake in 3294340 Canada Inc., a Quebec based company, for
	approx. $1,875,000.  The investee carries on research and development activities in order
	to develop improvements, modifications, additions or alteration to the intellectual
	property and to develop new products.  In connection with the transaction, the Company
	also entered into a Stock Exchange Agreement with Societe Innovatech du Grand
	Montreal (""Innovatech""), an economic development agency of the government of the
	Province of Quebec, pursuant to which Innovatech would be permitted, under certain
	circumstances, to exchange its 45% interest for up to 63,250* common shares of the
	Company.

	During the fiscal year ended March 31, 2000,  Innovatech had made a request to convert 80% of
	its shares in 329430 Canada Inc. into the Company's common stock.

	During the fiscal year ended March 31, 2001, the Company issued 50,600 shares to Innovatech.
	As a result of another transaction with M.S. Judge Systems, and with the other shareholders of
	329430 Canada Inc., the Company had no further stake in the affiliate.

	At the end of September 2001, the asset value of the Company's investment in its affiliate
	became nil, and the Company divested itself of its stake in 329430 Canada Inc.
                                                   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.


March 03, 2003                            /s/ Suneet S. Tuli
- - ------------------                      ----------------------
Date                                      Suneet S. Tuli,
                                          Executive Vice President


March 03, 2003                            /s/Raja S. Tuli
- - ------------------                      ----------------------
Date                                      President, C.E.O`