The WideCom Group Inc.


Consolidated Financial Statements (Unaudited)
For the quarters ended December 31, 2001 and 2000


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						7,8


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

I have reviewed the balance sheet of The WideCom Group as at
December 31, 2001 and the statement of income the three months
then ended together with the statement of cash flows for the nine
months then ended. This review was made in accordance with
standards established by the American Institute of Certified Public
Accountants. Accordingly our review procedures consisted principally
of obtaining an understanding, by inquiries, of internal control over
financial reporting used in the preparation of interim financial information,
applying analytical procedures to pertinent financial information, reading
minutes, and making inquiries of certain officials of the Company
who have responsibility for financial and accounting matters.

A review does not constitute an audit and consequently I do not express
an audit opinion on these financial statements. Based on my review,
nothing has come to my attention that causes me to believe that these
financial statements are not, in all material respects, in accordance with
generally accepted accounting principles.


Mississauga, Ontario.			CHARTERED ACCOUNTANT
28-Mar-02


The WideCom Group Inc.
Consolidated Balance  Sheet
(in United States dollars)
						December 31,
						2000		2001

Current Assets			Notes
Cash and cash equivalents				  55,373.00	    7,217.00
Accounts receivable 					669,614.00	330,043.00
Inventory				3		794,296.00	 410,670.00
Prepaid expenses					    4,933.00	   21,011.00
Advances to related parties				341,780.00	 204,334.00
Deferred financing costs				  19,799.00	     9,802.00

Total Current Assets				               1,885,795.00	 983,077.00

Capital Assets			4	               1,046,281.00	 598,899.00

Purchased research and
    development technology				  25,217.00   	   13,998.00
Investment in affiliate					134,652.00	 -

Total Assets				                3,091,945.00	1,595,974.00


Liabilities & Stockholders' Equity

Current Liabilities

Bank indebtedness			      		206,525.00	130,105.00
Accounts payable & accrued liabilities			523,075.00	569,128.00
Loans from related parties				569,393.00	731,117.00
Convertible debentures			5		193,318.00	180,085.00

Total Current Liabilities				               1,492,311.00	1,610,435.00

Stockholders' Equity
Common shares
 5,000,000*  shares authorized of no par value
 2,443,730*  shares issued and outstanding on
                        March 31, 2000
 2,633,585*  shares issued and outstanding on
                        June 30, 2001			          14,703,589.00    14,711,179.00
Contributed surplus				               159,825.00         159,825.00
Deficit					         -13,263,780.00  -14,885,465.00
					             1,599,634.00         -14,461.00
Total Liabilities &
 Stockholders' Equity				             3,091,945.00      1,595,974.00

*  Adjusted for reverse split of Company's stock (1:4) on January 29, 1999.

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

							Page 4


The WideCom Group Inc.
Consolidated Statements of Operations
(in United States dollars)		For the 3 months ended		For the 9 months ended.
				Dec-31	        Dec-31		Dec-31		Dec-31
				2000	        2001	                  	2000	        	2001
				(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)

Revenue

Product sales			499,903		115,514.00	1,392,269.00	349,145.00
Interest income			    1,004		         90.00	       2,133.00	       312.00

Total Revenue			500,907		115,604.00	1,394,402.00 	349,457.00

Expenses
  Cost of product sales			119,273		  27,756.00	   315,110.00	  86,133.00
  Research & development		    7,980		181,691.00	     55,635.00	277,278.00
  Selling,genral & administrative		224,650		121,518.00	   764,650.00	343,156.00
  Interest & bank charges		    9,239		       594.00	     29,988.00	    6,947.00
  Management fees & salaries		  84,325		  53,770.00	   187,493.00	105,728.00
  Amortization			  63,488		  20,251.00	   188,263.00	  75,688.00
  Financing fees			    5,050		-		     17,575.00	     -
  Foreign exch. loss(gain)		  52,988		       239.00	    -75,819.00	    2,731.00

Total Expenses			461,017		 405,819.00	 1,482,895.00	897,661.00

Operating (loss) income		  39,890		-290,215.00	    -88,493.00	-548,204.00

Legal settlement costs			 -		 -			 - 		-
Equity in loss of affiliate			-190,334				 -159,193.00

Net loss for the period			  39,890		-290,215.00	 -278,827.00	-707,397.00


Loss per common share, basic
and diluted		 		       0.02		           -0.11	           -0.11	          -0.27


Weighted average number of shares
outstanding*			2,443,730		2,633,585.00	 2,633,585.00	 2,633,585.00


*  Adjusted for reverse split of Company's stock (1:4) on Jan. 29, 1999

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
						Dec-31	                  Dec-31
						2000	                  2001
						(Unaudited)	(Unaudited)

Cash provided by (used in)

Operating Activities
Loss for the period					-278,826.00	-707,397.00
(Add (deduct) items not requiring a cash outlay)
   Amortization 					 188,263.00	   75,688.00
   Foreign exchange loss (gain)				 - 75,819.00	     2,731.00
   Share issued to settle lawsuits and corporate
       indebtedness					          -                                  -
   Equity in loss of affiliate				  190,334.00	 159,193.00
Net changes in non-cash
 Working capital balances related to operations:
   Decrease (increase) in receivables			-104,893.00	 113,754.00
   Decrease (increase) in inventory				   85,095.00	 332,889.00
   Increase (decrease) in accounts payable and accrued
      liabilities					-257,026.00	-193,509.00
   Increase (decrease) in prepaid expenses			    13,932.00	      1,201.00
						-238,940.00	 -215,450.00
Investing Activities

Disposal (purchase) of capital assets			         843.00	           -
Advances to related parties				 -105,324.00	    92,736.00
						 -104,481.00	    92,736.00
Financing Activities

Deferred financing costs
Increase (decrease) in bank indebtedness			    33,134.00	  -40,194.00
Shares and warrants issued, net of issue costs				-		 -
Loan from related parties				  199,947.00	    85,632.00
Issuance of convertible debentures					-		-						  233,081.00	    45,438.00
Effect of exchange rate change on cash			  154,400.00	    14,917.00

Net increase (decrease) in cash during the period		    44,060.00	   -62,359.00

Cash and cash equivalents, beginning of the period		    11,314.00	    69,576.00

Cash and cash equivalents, end of the period			    55,374.00	     7,217.00


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)
31-Dec-01

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, 2001,
	and the results of operations for the three months ended
	December 31, 2001 and 2000 and cash flows for the nine
	months ended December 31, 2001. 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, 2001.

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:			2000	                  2001

	Raw material				555,142.00	361,806.00
	Work-in-progress				  44,900.00	  20,181.00
	Finished goods				194,254.00	  28,683.00
						794,296.00	410,670.00

4.   Capital Assets

        Capital assets consist of:			31-Dec-00		       31-Dec-01
					           Accumulated		               Accumulated
				Cost	           Amortization	     Cost	               Amortization

   Machinery,plant&computer equipment	1,926,865		1,430,542	1,646,001		1,489,951
	Furniture and fixtures		   102,020		     87,156       91,395		     78,433
	Prototypes& jigs		   291,156		   175,906	   239,494		   154,198
	Land			     56,608		 -	     45,806		       -
	Building under construction	   363,236		 -	   298,785		       -
				2,739,885		 1,693,604	2,321,481		1,722,582
	Net book value		1,046,281			   598,899

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)

31-Dec-01

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 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. Contingent Liabilities

            (a)  The Company has been served with a claim, with respect
	to a 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 claims damages for
	breach of contract along with copyright and trademark infringement.
	The claim seeks a total of $15.85 million in damages and is in
	progress in the Province of Ontario.  Management considers that the
	prospects of a successful resolution are likely.

	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 of the reporting date, 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 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 our
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 December 31, 2001 Compared to Quarter Ended
      December 31,2000 Sales for the quarter ended December 31, 2001
      were $115,514 a decrease of $384,389 as compared to $499,903 for
      the quarter ended December 31,2000. Net Revenue for the quarter
      ended December 31, 2001 were $87,848, a decrease of  $293,786
      as compared to $381,634 for the quarter ended December 31,2000.
      The decline in revenue was attributed to a decrease in selling activities.

      Operating expenses for the quarter ended December 31, 2001 were
      $378,064 an increase of $36320,  as compared to $341,744 for the quarter
      ended December 31,2000. This is mainly due to the increased in Research
      and Development  Expenses. Selling, general and administrative expenses
      for the quarter ended December 31, 2001 were $121,518, decreased by
     $103,132, versus the same period in the previous fiscal year. This
      reduction in selling, general and administrative expenses is a result
     of our efforts to preserve our cash resources. Research and
     development cost has been increased by $173,711 in comparison
     to the previous fiscal period.

      Liquidity and Capital Resources

      Our primary cash requirements have been to fund inventories and to
      meeting operations expenses incurred in connection with the
      commercialization of our products. We meet our 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.

     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.



      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 28, 2001                      /s/Suneet S. Tuli
      ------------------                      ----------------------
      Date                                      Suneet S. Tuli,
                                                Executive Vice President