`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



REVIEW ENGAGEMENT REPORT

To the Board of Directors and Stockholders of
The WideCom Group Inc.



































"Mississauga, Ontario"



						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   553,145

Purchased research and
    development technology	               13,997 	   -

Investment in affiliate				 -   	   -

Total Assets				     1,595,973 	 1,293,440


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 	 100,111
Research and development grants		    -   	    -   	    -
Interest income				    90 	            86 	            86

Total Revenue				 115,604 	 100,197 	 100,197

Expenses
  Cost of product sales			  27,756 	 26,109 	 26,109
  Research and development		 181,691 	 39,163 	 39,163
  Selling, general and administrative	 121,518 	 77,163 	 77,163
  Interest and bank charges		  594 	          1,075 	  1,075
  Management fees and salaries		  53,770 	 19,631           19,631
  Amortization				  20,251 	 13,391 	 13,391
  Financing fees			    -   	    -   	   -
 Obsolete Inventory w/off		    -   	 26,709 	 26,709
  Foreign exchange loss (gain)	       	     239 	  4,852 	  4,852

Total Expenses				  405,819 	 208,093 	 208,093

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

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

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


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


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)	 (107,896)
(Add (deduct) items not requiring a cash outlay)
   Amortization 				   75,688 	 13,391
   Foreign exchange loss (gain)			    2,731 	  4,852
   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)	  59,606
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)	 223,887
Cash and cash equivalents, beginning of the period 69,576 	   #REF!

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  1,528,777
Furniture and fixtures			 91,395  78,433 	   91,395     80,480
Prototypes and jigs			 239,494  154,198 	 239,494     161,682
Land			                 45,806      -   	 45,806          -
Building under construction		 298,785      -   	 299,221 	 -
				     2,321,481 	 1,722,582 	 2,324,084  1,770,939
	Net book value		           598,899 		       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 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


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

December 31, 2002

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)  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










							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.`