===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                 FORM 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934

For the quarterly period ended   September 30, 1998
                                -------------------

                                     OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934.

For the transition period from                to                
                               --------------    --------------


                       Commission file number  1-13588
                                               -------

                           THE WIDECOM GROUP INC.
-------------------------------------------------------------------------------
            (Exact Name of Registrant as specified in Its Charter)

           ONTARIO, CANADA                           98-0139939
   -------------------------------               -------------------
   (State or Other Jurisdiction of                (I.R.S. Employer
   Incorporation or Organization)                Identification No.)

72 DEVON ROAD, UNIT 17-18, BRAMPTON, ONTARIO, CANADA      L6T 5B4
-------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

Registrant's Telephone Number, Including Area Code (905) 712-0505
                                                   --------------


-------------------------------------------------------------------------------
             Former Name, Former Address and Former Fiscal Year, 
                        If Changed Since Last Report.


      Indicate by check X whether the registrant: (1) has filed all reports 
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange  
Act of 1934  during the  preceding  12 months  (or for such  shorter  
periods  that the registrant was required to file such reports),  and (2) 
has been subject to such filing requirements for the past 90 days.    
Yes   X   No      
    -----    -----


       The number of shares outstanding of registrant's common stock as of 
November 12, 1998 was 7,154,598 shares.



                           THE WIDECOM GROUP INC.
                                 FORM 10-QSB
                                    INDEX


                                                            Page No.
                                                            --------

Part I Financial Information

Item 1 - Financial Statements

  Consolidated Balance Sheets -
   September 30, 1998 and September 30, 1997                    3

  Consolidated Statements of Operations -
   Three and Six months ended September 30, 1998
   and September 30, 1997                                       4

  Consolidated Statements of Cash Flows -
   Three and Six months ended September 30, 1998
   and September 30, 1997                                       5


  Notes to Consolidated Financial Statements                  6-8


Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations         9

Part II Other Information

Item  2  Changes in Securities                                  9

Item  2  Reports on Form 8 - K                                  9

Signatures                                                     10



PART I FINANCIAL INFORMATION
                           THE WIDECOM GROUP INC.
                         CONSOLIDATED BALANCE SHEET
                         (in United States dollars)

<TABLE>
<CAPTION>
                                                        September 30,
                                                    1998            1997
                                                    ----            ----
                                                 (unaudited)     (unaudited)
============================================================================

<S>                                              <C>             <C>
Assets

Current assets
  Cash and cash equivalents                      $   392,849     $ 1,440,814
  Accounts receivable                                585,571         891,845
  Research and development grants receivable               -         271,099
  Prepaid expenses                                    89,140         100,338
  Advance to related parties                         167,767         117,430
  Inventory (Note 3)                               1,730,296       1,752,621
                                                 ---------------------------
Total current assets                               2,965,623       4,574,147

Capital assets (Note 4)                            1,506,737       1,655,485

Investment in affiliates                             790,778       1,529,802
                                                 ---------------------------

Total assets                                     $ 5,263,138     $ 7,759,434
============================================================================

Liabilities and Shareholders' Equity

Current liabilities
  Bank indebtedness                                  305,398         316,380
  Accounts payable and accrued liabilities           768,554       1,258,464
  Loan from related parties (Note 5)                  13,333               -
  Convertible debentures (Note 6)                    150,000         205,180
                                                 ---------------------------
Total current liabilities                          1,237,285       1,780,024
                                                 ---------------------------

Shareholders' equity

  Common shares (Note 7)                         $13,452,497     $12,622,985
  Contributed surplus                                159,825         159,825
  Deficit                                         (9,377,072)     (6,801,738)
  Cumulative translation adjustment                 (209,397)         (1,662)
                                                 ---------------------------
                                                   4,025,853       5,979,410
                                                 ---------------------------
Total liabilities and shareholders' equity       $ 5,263,138     $ 7,759,434
============================================================================
</TABLE>


See accompanying notes to the consolidated financial statements.


                           THE WIDECOM GROUP INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                         (in United States dollars)

<TABLE>
<CAPTION>
                                                  For the three   For the three    For the six     For the six
                                                  Months ended    Months ended    Months ended    Months ended
                                                  September 30,   September 30,   September 30,   September 30,
                                                      1998            1997            1998            1997
                                                   (unaudited)     (unaudited)     (unaudited)     (unaudited)
---------------------------------------------------------------------------------------------------------------

<S>                                                <C>             <C>             <C>             <C>
Product sales                                      $  635,955      $  854,761      $1,254,050      $ 1,738,656
Cost of product sales                                 168,470         203,717         332,323          438,369
                                                   -----------------------------------------------------------
Gross profit                                          467,485         651,044         921,727        1,300,287

Research and development grants                       301,285               -         405,799                -
Interest income                                         3,057          27,674          13,281           91,577
                                                   -----------------------------------------------------------
Net revenue                                           771,827         678,718       1,340,807        1,391,864
                                                   -----------------------------------------------------------


Expenses
  Research and development                                  -          28,288               -          116,036
  Selling, general and administrative                 743,033         847,955       1,458,674        1,813,200
  Interest and bank charges                            19,418          10,595          29,058           14,800
  Management fees and salaries                         81,620          92,367         157,254          209,982
  Amortization                                         89,913          97,962         178,072          192,812
  Foreign exchange loss                                28,163               -          49,505                -
                                                   -----------------------------------------------------------
Total operating expenses                              962,147       1,077,167       1,872,563        2,346,830
                                                   -----------------------------------------------------------

Operating income (loss)                              (190,320)       (398,449)       (531,756)        (954,966)
                                                   -----------------------------------------------------------

Equity in (loss) of affiliate                         (67,055)        (67,422)       (197,333)        (159,654)

Legal settlement costs                                      -               -               -         (375,000)
                                                   -----------------------------------------------------------

Earnings (loss) before extraordinary item            (257,375)       (465,871)       (729,089)      (1,489,620)

Extraordinary item, net of tax                              -               -               -                -
                                                   -----------------------------------------------------------

Net earnings (loss) for the period                 $ (257,375)     $ (465,871)     $ (729,089)     $(1,489,620)
==============================================================================================================

Loss per common share before
 extraordinary item, basic and diluted             $    (0.04)     $    (0.08)     $    (0.12)     $     (0.27)
==============================================================================================================

Loss per common share, basic
 and diluted                                       $    (0.04)     $    (0.08)     $    (0.12)     $    (0.27)
==============================================================================================================

Weighted average number of shares outstanding       6,162,731       5,565,251       6,162,731       5,565,251
==============================================================================================================
</TABLE>


See accompanying notes to the consolidated financial statements.

                           THE WIDECOM GROUP INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in United States dollars)

<TABLE>
<CAPTION>
                                                                         For the six months ended
                                                                      September 30,     September 30,
                                                                          1998              1997
                                                                       (Unaudited)       (Unaudited)
====================================================================================================

<S>                                                                    <C>              <C>
Cash provided by (used in)
Operating activities
Loss for the period before
 extraordinary item                                                    $(729,089)       $(1,489,620)
Add (deduct) items not requiring a cash outlay
  Amortization                                                           178,072            192,812
  Foreign exchange loss                                                   49,505                  -
  Equity in loss of affiliate                                            197,333            159,654
Net changes in non-cash working capital balances
 related to operations
  (Increase) in accounts receivable                                      (50,297)          (133,522)
  Decrease in R & D grants receivable                                          -            425,556
  (Increase) in inventory                                               (381,311)          (548,621)
  Increase (decrease) in accounts payable and accrued liabilities         30,529            (96,536)
  (Increase) decrease in prepaid expenses                                 (6,890)               209
                                                                       ----------------------------
                                                                        (712,148)        (1,490,068)
                                                                       ----------------------------

Investing activities
  Purchase of capital assets                                             (58,835)          (115,886)
                                                                       ----------------------------
                                                                         (58,835)          (115,886)
                                                                       ----------------------------

Financing activities
  Increase (decrease) in bank indebtedness                               122,971            (14,173)
  Shares issued for cash                                                 200,000          2,150,499
  Loan from related parties                                               13,333                  -
  Convertible debentures                                                       -            250,000
                                                                       ----------------------------
                                                                         336,304          2,386,326

Effect of exchange rate changes on cash                                  134,695             28,956
                                                                       ----------------------------
Net increase (decrease) in cash during the period                       (299,984)           809,328

Cash and equivalents, beginning of period                                692,833            631,486
                                                                       ----------------------------

Cash and equivalents, end of period                                    $ 392,849        $ 1,440,814
===================================================================================================
</TABLE>


See accompanying notes to the consolidated financial statements.


                           THE WIDECOM GROUP INC.

Item 1.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 1998, and the results of 
      operations for the three months ended September 30, 1998 and 1997 and 
      cash flows for the three months ended September 30, 1998. 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 the Company's audited consolidated financial 
      statements and notes for the fiscal year March 31, 1998.


2  Financial Statements

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


3.  Inventories

      Inventories are summarized as follows:-


<TABLE>
<CAPTION>
                            September      September
                            30, 1998       30, 1997
                            -------------------------

      <S>                   <C>            <C>
      Raw materials         $1,055,218     $  911,363
      Work in progress          43,842        613,417
      Finished goods           631,236        227,841
                            -------------------------
      Total inventories     $1,730,296     $1,752,621
                            =========================
</TABLE>



4.  Capital Assets

      Capital assets consist of:

<TABLE>
<CAPTION>
                                      September 30,, 1998            September 30, 1997
                                   --------------------------    --------------------------
                                                 Accumulated                   Accumulated
                                      Cost       Amortization       Cost       Amortization

      <S>                          <C>            <C>            <C>            <C>
      Machinery, plant and
       Computer equipment          $1,840,243     $  929,033     $1,521,841     $  571,111
        Furniture and fixtures        106,477         47,219        180,862         57,902
        Prototype and jigs            285,128        111,798        250,252         78,632
        Land                           55,436              -         60,850              -
        Building under
         construction                 307,503              -        349,325              -
                                   -------------------------------------------------------
                                   $2,594,787     $1,088,050     $2,363,130     $  707,645
                                   =======================================================

      Net book value                              $1,506,737                    $1,655,485
                                                  ==========                    ==========
</TABLE>



5.  Loan from Related Parties

      On September 20, 1998, Lakhbir S. Tuli, an independent consultant for 
      the Company, made a non-interest bearing loan to the Company in the 
      amount of $13,333 US dollars.

6.  Convertible Debentures

      On May 19, 1997, the Company completed a private offering of $250,000 
      of convertible debentures maturing on May 19, 1998. The convertible 
      debentures bear interest of 8% per annum. In addition, 50,000 warrants 
      also issued in conjunction with these convertible debentures. The 
      holder of the debentures has the right to convert at a conversion 
      price equal to the lower of $5 or 80% of the average closing bid price 
      of the Company's shares over the past 20 trading days. On February 11, 
      1998, $50,000 principal plus accrued interest was converted into 
      58,967 common shares. The warrants are exercisable over 3 years at an 
      exercise price of $4 per share. The value attributable to warrants is 
      not material. Included in accounts payable is accrued interest on the 
      debenture of $18,933. On April 24, 1998 the debenture holder converted 
      another $50,000 principal plus interest in to 68,850 of common shares.

      The Company is currently in default for the repayment of its remaining 
      $150,000 debentures that came due on May 19, 1998. 

7.  Share Capital

      On September 9, 1998, Raja S. Tuli, President and Chief Executive 
      Officer, Suneet S. Tuli, Executive Vice President and Secretary of the 
      Company, and Lakhbir S. Tuli, an independent consultant to the Company 
      and the father of Raja and Suneet Tuli,  purchased, in the aggregate, 
      1,176,470 shares of the Company's Common Stock at $.17 cents US$ per 
      share in a private transaction in order to provide the Company with 
      funds for working capital.  


8.  Contingent Liabilities

      (a)   Statement of claims have been filed against the Company in 1997 
            alleging breach of contract and demanding specific performance, 
            claiming 240,000 shares and 160,000 warrants (after the reverse 
            stock split). The President had transferred 100,000 common 
            shares issued to individuals who provided marketing and related 
            services in 1992 and 1993. The individuals had attempted to 
            transfer 172,860 common shares to third parties. The Company's 
            President has entered into an indemnification agreement with the 
            Company whereby he would return up to 160,000 common shares for 
            cancellation to the extent the Company is required to issue any 
            such additional shares.

      (b)   The Company has a dispute with a legal firm for non-payment of  
            legal services for a total of approximately $77,000. The Company 
            has accrued approximately $32,000 for these services.

      (c)   A Statement of Claim has been filed against the Company in 1998 
            for breach of sales and royalty agreement and breach of 
            trademark and copyright issues in the amount of approximately 
            $15.85 million. The Company believes it has a good and 
            meritorious defense to this claim.

      Loss, if any, on the claims in paragraph (b) and (c) will be recorded 
      when settlement is probable and the amount of the settlement is 
      estimable.


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

The Company's revenues are derived from product sales, which are recognized 
when products are shipped. Prior to January 1996 the company was eligible 
for substantial research and development grants which were accrued as the 
research and development expenses were incurred.  As of January 1, 1996 cash 
grants are only made to certain qualifying companies while non-qualifying 
companies received grants in the form of reduction against taxes payable. 
Because there was no certainty that the Company would be recognized as a 
qualifying Company no income was accrued against research and development 
expenses incurred for the period from January 1, 1996 to March 31, 1997. The 
Company's claim for cash re-imbursement has been submitted, audited and paid 
to the Company during the this quarter. The Company has consequently 
recognized this revenue in this quarter.
During the quarter, the Company earned $3,057 interest on short-term 
investments compared to $27,674 earned in the same period of 1997.

Results of Operations
Quarter Ended September 30, 1998 Compared to Quarter Ended September 30, 1997

Revenues for the quarter ended September 30, 1998 were $940,297, an increase 
of $57,862 or 6.55% as compared to $882,435 for the quarter ended September 
30, 1997.  Sales for the quarter ended September 30, 1998 were $635,955, a 
decrease of $218,806 as compared to $854,761 for the quarter ended September 
30, 1997. 

Operating expenses for the quarter ended September 30, 1998 were $962,147, a 
decrease of $115,020, or 10.67%, as compared to $1,077,167 for the quarter 
ended September 30, 1997.  Research and development expenses decreased from 
$28,288 for the quarter ended September 30, 1997 to $nil for the quarter 
ended September 30, 1998.  Selling, general and administrative expenses for 
the quarter ended September 30, 1998, decreased by $104,922 and decreased as 
a percentage of revenues from 96.09% to 79.02%. The Company continues to 
incur legal, administration, and other related costs associated with its 
warrant call.

The Company's share of the loss incurred by the research and development 
consortium (3294340 Canada Inc.) that had been formed on October 2nd. 1996, 
for the quarter ended September 30, 1998, amounted to $67,055 as compared to 
$67,422 for the quarter ended September 30, 1997.

Liquidity and Capital Resources

The Company's primary cash requirements have been to fund research and 
development activities, acquisition of equipment and inventories and to 
meeting operations expenses incurred in connection with the 
commercialization of its products. Until the Company's initial public 
offering, the Company had satisfied its working capital requirements 
principally through the issuance of debt and equity securities, government 
sponsored research and development grants and reimbursement and cash flow 
from operations. At September 30, 1998, the Company had working capital of 
$1,728,338, as compared to $2,794,123 at September 30, 1997. However, the 
Company had only approximately $392,849 in unrestricted cash available 
against current liabilities of $1,200,000. Accordingly, the Company has 
experienced short-term capital deficiencies during the last fiscal year and 
has entered into an agreement with an investment banking firm to arrange 
$1,500,000 in debt and equity financing during the second quarter of fiscal 
1999. There can be no assurance, however, that the financing will be 
consummated. In addition, the Company is currently in default in payment of 
$150,000 of convertible debentures that were due May 18, 1998. The Company 
is attempting to arrange for a purchase and extension of these notes or, in 
the alternative, will repay the notes out of the proceeds from the financing. 

The Company's cash requirements in connection with the manufacture and 
marketing of its products has been and will continue to be significant. The 
Company does not presently have any material commitments for any additional 
capital expenditures. The Company believes, based on its currently proposed 
plans and assumptions, that the pending financing should satisfy  its 
contemplated cash requirements for the foreseeable future. In the event that 
Company's plan 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, delay, problems or otherwise), the Company  
may be required to seek additional financing . There can be no assurance 
that  any additional financing will be available to the Company  if needed 
on commercially reasonable terms, or at all.


Exhibits 27 - Financial Data Schedule



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 13, 1998                      /s/ Suneet S. Tuli
-----------------                      --------------------------
      Date                             Suneet S. Tuli, Executive Vice President


                                       /s/ Willem J.Botha
                                       --------------------------
                                       Willem J. Botha, Chief Financial Officer