SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                 FORM 10-KSB

       Annual Report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 for the fiscal year ended March 31, 2001.


                       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 Identification No.)
 incorporation or organization)

  37 George Street North, Suite 103,
      BRAMPTON, ONTARIO, CANADA                        L6X 1R5
(Address of principal executive offices)             (Zip Code)

                               (905) 712-0505
            (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>

                                            Name of each Exchange on
           Title of each class                  which Registered
           -------------------                  ----------------

  
                                         <c>
  COMMON STOCK, PAR VALUE $.01 PER SHARE      BOSTON STOCK EXCHANGE
  WARRANTS TO PURCHASE COMMON STOCK           BOSTON STOCK EXCHANGE
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

<TABLE>
<CAPTION>

                                            Name of each Exchange on
           Title of each class                  which Registered
           -------------------                  ----------------

  
                                        <c>
  COMMON STOCK, PAR VALUE $.01 PER SHARE     NASDAQ BULLETIN BOARD
  WARRANTS TO PURCHASE COMMON STOCK          NASDAQ BULLETIN BOARD
</TABLE>

Indicate by check mark 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   X
                             -----

The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant based upon the closing sale price of
Widecom's common stock on the Nasdaq SmallCap Market as of March 31, 2001
and the Nasdaq Bulleting Board as of June 29, 2001, respectively, was
approximately $ 1,234,493 and $342,366.

The number of shares outstanding of Widecom's common stock on March 31,
2001 and June 29, 2001 was 2,633,585 shares.

All references to "dollar" or "$" in this Annual Report are to United
States dollars.

                                   PART I

FORWARD LOOKING STATEMENTS

      Certain statements in this prospectus constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995. We desire to avail ourselves of certain safe harbor provisions
of the 1995 Reform Act and are therefore including this special note to
enable us to do so. Forward-looking statements included in this prospectus
or hereafter included in other publicly available documents filed with the
Securities and Exchange Commission, reports to our stockholders and other
publicly available statements issued or released by us involve known and
unknown risks, uncertainties, and other factors which could cause our
actual results, performance, either financial or operating, or achievements
to differ from the future results, performance, either financial or
operating, achievements expressed or implied by those forward looking
statements. These future results are based upon management's best estimates
of current conditions and the most recent results of our operations.

      The statements appear in a number of places in this prospectus and
include statements regarding our intent, belief or current expectations,
and those of our directors or officers with respect to future revenues,
product development, the future of the wide format document system
industry, and other matters. Our actual results could differ materially
from those anticipated in the forward looking statements as a result of
certain factors, including those discussed throughout this prospectus.
These risks include, but are not limited to, risks associated with recent
and accumulated losses, need for additional financing, competition,
conflicts of interest, limited operating history, dependence upon one
product line, and other risks detailed in this Form 10-KSB and other
Securities and Exchange Commission filings, including filings Form 10-QSB
as well as recently filed Reports on Form 8-K, if any, each of which could
adversely affect our business and the accuracy of the forward looking
statements contained herein.

ITEM 1. DESCRIPTION OF BUSINESS

The Widecom Group, Inc. ("Widecom")
-----------------------------------

We design, assemble and market high-speed, high-performance document
systems that transmit, receive, print, copy and/or archive wide format
documents, such as blueprints, schematics, newspaper layouts and other
mechanical and engineering drawings. Our products include a 36" wide format
scanner, a 54 inch wide scanner and a 72 inch wide scanner, a 36" wide
format copier and a 36" wide format plotter/printer. We also market a
modular digital multi-function unit which incorporates a scanner module, a
plotter module, optional internal modems and software to permit the unit to
interface with a personal computer and combine scanning, printing,
facsimile and copying functions in one unit.

We design our document management systems in response to perceived market
demand for systems that facilitate the efficient management and
transmission of wide format documents. Our primary market is for
architectural, engineering and construction applications. In addition, we
also market our products for use by manufacturers in the garment,
woodworking and graphic arts industries, utilities and government agencies
and for applications in newspaper and advertising industries. Although our
product markets are highly specialized and although we have not conducted
any formal market studies as to the potential demand for wide format
document systems, we firmly believe that the world-wide market for wide
format document systems is emerging as a result of increasing demand for
systems which can more efficiently scan, copy, print, transmit, receive and
archive wide format documents. Our products provide attractive alternatives
to traditional methods used to permit multiple consumers in different
locations to view wide format documents. We believe our products are more
time and cost-efficient than outmoded methods such as overnight couriers
delivering copies of a document or microfiche reproduction.

On October 2nd, 1996, Widecom formed a research and development consortium
known as 3994340 Canada Inc., operating as Technologies NovImage, with an
economic development agency of the Province of Quebec. All of our primary
research and development activities are now conducted through NovImage,
which activities are expected to qualify for partial funding from
governmental agencies. Our capital investment in NovImage was approximately
US $1,875,000 each, for which we received 450 shares of the Class A common
stock of NovImage. This consideration was paid for by cash derived from our
working capital.

We currently maintain general business and products liability insurance. We
do not maintain directors and officers liability insurance.

To date we have limited revenue from operations, significant losses and
have a significant deficit.

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.


Products

Widecom SLC936-C Color Scanner

The SLC936-C is a wide format scanner capable of scanning documents up to
36" wide. Our new 24 bit scanners are available in color and monochrome
models and offer Small Computer System Interfacing with personal computers
to enable the user to scan images into the personal computer for display,
editing and archiving. First generation scanners were able to process
monochromatic images only. The second-generation SLC436-C, introduced in
May 1996, represented our first low-cost wide format color scanner capable
of scanning 36" by 48" documents at a resolution of 400 dpi in under thirty
seconds for monochrome images, and under eight minutes for full color
images.

The new SLC936-C and SLC936+ monochrome scanner were introduced in late
1998 and possess resolution capabilities of up to 900 dpi. These products
offer high speed, high quality scanning capacity to Geographic Information
Systems, Engineering Document Management Systems, Reprographic and graphic
arts applications with high fidelity to complex originals. The SLC936
Series offer a four times faster throughput speed than the previous SLC436
and SLC836 models.

To capture the image of a wide format document, our scanners employ our
exclusive technology where one head moves in a straight line in contact
with the paper. In contrast, traditional technology employs multiple
lenses, which do not touch the paper. The contact scanner consists of a 36"
fiber optic array, 8mm computer chips aligned to create a 36" length light
sensor, a 36" light emitting diode array and software designed to enhance
the scanned image by removing deteriorations from the document being
reproduced and interface the scanner with a personal computer. The fiber
optic array acts as a lens and focuses the image on computer chips, which
read the image. Because these computer chips contain pixels larger than
those of chips used in other scanners manufactured by other companies, our
contact scanners require less light exposure and, therefore, operate faster
than other scanners.

The software incorporated in the SLC936-C improves scanned images by
removing background discoloration and enhancing faded images. This
capability improves the image quality of documents which are stained or
which have faded over time. Various enabling software packages permits our
SLC936-C scanner to interface with a personal computer, as well as permit
the user to perform a variety of scanning, editing, viewing and
transmission functions.

Traditional document scanners employ camera based lenses that are only
capable of scanning documents up to 12" wide. Traditional wide format
scanners employ multiple camera lenses to capture portions of a document's
image and integrate the images to reproduce a wide format document. The
reproduced document can be distorted by camera-based scanners, particularly
at the edges, and misaligned at the center as a result of the use of
multiple lenses, thereby limiting the reliability and usefulness of the
reproduced document. We believe that our software and exclusive scanner
technology, which enable a single scanner head to come in contact with the
paper, enable our products to scan and reproduce documents with vastly
improved clarity and accuracy.

SLC1036

We have adopted a vertical orientation in our products to facilitate a
greater spectrum of end user preferences and increase our market share.
During the last fiscal year, we introduced the SLC1036; a more advanced
model of our color scanner that is marketed along side our SLC936 product.
Capable of direct Scan-to-File and Scan-to-Print functions, the SLC1036 has
throughput of over 4 inches per second at 400 dpi resolution. At the
monochrome setting, the SLC1036 is capable of scanning a 36" x 48"
monochrome image in less than 12 seconds. The SLC1036 is twice as fast on
scans and output and is available for a 30% premium in price over our 936
models and at less than half of the price of the next fastest competitor's
scanner. The resolution of our SLC1036 is up to 1000 dpi. This scanner also
employs our exclusive technology that permits the scanner head to come into
contact with the paper.

SLC972

During the last fiscal year we announced our super wide format
scanner, the SLC972, a color and monochrome scanner capable of handling
documents up to six feet wide (72 inches)with thickness ranging up to 1/2".
We anticipate a significant performance and overall document capacity
advantage over similar priced competitor models. We are now able to address
all of the tiers in the large format market including automotive, aircraft
and marine design applications. The SLC972 has scanning resolutions of up
to 900 dpi and is capable of direct interfacing with assorted application
specific software and functions well with most thermal ink-jet
printers/plotters.

SLC954

During the last fiscal year we announced another ultra-wide format scanner,
the SLC972, a color and monochrome scanner capable of handling documents up
to four and -a-half feet wide (54 inches)with thickness ranging up to 1/2".

We anticipate a significant performance and overall document capacity
advantage over similar priced competitor models. We are now able to address
all of the tiers in the large format market including automotive, aircraft
and marine design applications. The 954 has scanning resolutions of up to
800 dpi and is capable of direct interfacing with assorted application
specific software and functions well with most thermal ink-jet
printers/plotters.  We commenced formal delivery of the 954 model during
the last quarter of fiscal year 2000.

Plotter/Printer (WC 936P)

We introduced the WC436P, a plain paper plotter late in fiscal 1998. This
product was designed to print an image at a speed of 2 inches per second.
This was replaced in January 1999 with the WC936P, which offered a Small
Computer System Interface ("SCSI"). The WC 936P incorporates our new print
heads that enable the plotter to print in increments of 400 dpi. This
plotter is designed to incorporate a thermal transfer ribbon coated with a
wax-like printing substance which, when heated by energy passing through
the pixels on the print head, melts onto the paper to reproduce the
document's image. The plotter, without the thermal transfer ribbon, would
function as a traditional thermal plotter.

The WC 936P is a wide format plotter capable of printing a document up to
36" wide x 325' in length. Widecom's Plotter/Printer interfaces with a
personal computer to enable the user to print images directly from the
personal computer. The Plotter/Printer prints wide format documents on
various media including mylar, matte film and bond paper.

Modular Digital Multi-Functional Unit (WC 936 C/P)

The Widecom WC 936 C/P consists of a scanner module and a plotter/printer
module integrated into one unit. Together, these modules perform scanning,
printing and copying functions. The user of a Widecom scanner or a Widecom
Plotter/Printer can upgrade either machine to the unit by purchasing and
connecting the other module.

The unit features high speed, high quality printing, copying and scanning
at over two inches per second and with resolution at 400 dots per inch.
Indirect thermal printing using thermal transfer ribbons saves time and
money with increased uptime and productivity.

This new unit facilitates practical entry into the digital copier
environment for users with lower volume requirements. This new unit is also
extremely compact in comparison to similar functioning products from other
manufacturers. This Widecom Copier/Printer incorporates original and copy
catch trays into its stand-alone set up and uses a single media roll. This
product has Windows(TM) and AutoCad(TM) compatible applications enabling
digital scanning and storage of color and monochrome images and production
of multiple copies, collated sets and image size control including
reduction and enlargement capabilities.

Original Equipment Manufacturers Components

We manufacture our own scan and print heads that possess our proprietary
technology which employs an array of sensor chips and are now making them
available to original equipment manufacturers for use in their products.
This technology combines a light emitting diode array with computer chips,
which can sense or read the image. A 12" OEM scan head was custom-developed
by us for a specific departmental scanner manufacturer to facilitate
automated form processing. We expect to secure additional OEM agreements
for other product subassemblies created from all or most of our core-level
technologies.

Software and Accessories

We sell several software drivers for our products that, on request of the
customer, may include third party software libraries. We also sell
accessories for use in connection with our complete product line, including
various types of paper and film for the plotter/printers and the copiers.
Sales of accessories have not been material to date and are not expected to
be material in the near future.

Formation of New Posternetwork Business Line

Widecom has recently established a majority owned subsidiary named
Posternetwork.Com, Inc., to engage in the business line of providing
customers with an Internet-based online printing service offering
customized, fast, inexpensive poster-size reproductions. Posternetwork
intends to create posters, large photographs, signs and other wide-format
prints to customers who provide deliver to a digital or analog images to
the its web site.

Widecom anticipates that Posternetwork will commence offering services
through its Posternetwork.com Internet site during the coming fiscal year.
We intend to market the Posternetwork services through traditional print
and media advertising and banner advertising and links on other Internet
provider home pages. To date, Posternetwork's operations have been limited
to organizational activities and financing.

Acquisition of Diprin, Inc.

At our annual shareholders meeting on January 27, 1999, our independent and
unrelated shareholders approved the acquisition of Diprin, Inc., an Ontario
corporation wholly owned by Widecom's President and Chief Executive
Officer, Mr. Raja S. Tuli. Diprin was acquired in exchange for 125,000
shares of Widecom's common stock. The value of the WideCom shares given in
exchange was $93,750. Diprin had been actively researching and developing
portable photo-printer technology for which a patent application is
currently pending. We believe that the cost of this technology is extremely
low in comparison to the potential revenues to be derived from potential
sales of the portable photo-printer and additional potential revenue from
consumables that will be marketed along with the product.

Marketing and Sales

Our primary marketing strategy is to sell our products in targeted
commercial markets in which wide format document systems are believed to
have potential for significant applications. We believe that architectural,
engineering and construction firms, for which reproduction, archiving and
transmission of wide format documents are essential, is our primary market.
We also market our products for use by manufacturers in the garment
industry, utilities and government agencies and applications in the
newspapers and advertising industries. We believe that our products are
used by consumers in these markets for a variety of applications, including
the transmission of construction plans, architectural drawings, newspaper
and advertising layouts and clothing patterns.

We establish beneficial marketing relationships by engaging independent
distributors and dealers to market our products in various regions
throughout the United States and in foreign markets. As of March 31, 2001,
we had arrangements with approximately 60 distributors, dealers and sales
agents. We have written agreements with approximately 75% of them.
Generally, our distributor agreements are for a term of two to three years
and grant the distributor the right to market our products within a
specified territory during the term of the agreement.

We sell products to distributors at discounts when compared to end user
price of the products. These discounts rarely exceed 40% of the list price
and rarely approach 25%. For the years ended March 31, 1999, 2000 and 2001
our five largest distributors accounted for approximately 20.3%,
27.7% and 25.8%, respectively, of our overall product sales.

No single distributor represented more than 15% of our sales for our fiscal
year ended March 31, 2000. During the years ended March 31, 1999,
2000 and 2001, sales by distributors accounted for approximately 94.7%,
96.4% and 89.5%, respectively, of our product sales. We support our U.S.
and international distribution channels through regional sales managers
that are all presently located in the U.S and Canada.

A substantial portion of our sales has been made to foreign markets,
primarily to Europe, the Middle East and Asia. The following table sets
forth the amount of our sales by geographic region. Sales amounts are
expressed both as a dollar amount and as a percentage of product sales for
the indicated period:

REGIONAL SALES BREAKDOWN

<TABLE>
<CAPTION>

                                              YEAR ENDED MARCH 31,
                        -----------------------------------------------------------------
                               1999                   2000                    2001
                        -------------------    -------------------     ------------------
REGION                    AMOUNT        %        AMOUNT        %        AMOUNT        %
------                    ------       ---       ------       ---       ------       ---

                     <c>           <c>      <c>           <c>      <c>           <c>

United States           $1,338,704     52.0    $1,535,204     59.9    $  722,943     45.7
Middle East & R.O.W.       200,711      7.8       117,733      4.6       173,587     11.0
Asia                       583,077     22.6       286,394     11.2       364,700     23.1
Europe                     241,708      9.4       355,385     13.9       167,931     10.6
Canada                     211,735      8.2       267,559     10.4       152,630      9.6
                        ----------    -----    ----------    -----    ----------    -----
Total                   $2,575,935    100.0    $2,562,275    100.0    $1,581,791    100.0
                        ==========    =====    ==========    =====    ==========    =====
</TABLE>

Warranty, Service and Maintenance

We offer a 90-day limited warranty, which can be extended for a term of up
to one-year. This limited warranty covers the workmanship and parts. During
the term of the warranty of products sold directly by us, we will repair
our products and replace parts that become defective due to normal use.
During the term of the warranty of products sold by distributors, we will
replace parts that become defective due to normal use. The distributor is
responsible for servicing the product.

We provide a warranty to distributors for a period expiring on the earlier
of twelve months following the distributor's purchase of the product and
three months following the distributor's sale of the product. We train our
in-house service engineers and certain distributors to enable them to
service and maintain our products.

We also operate a telephone line during normal business hours to
respond to distributors and user inquiries about the operation, service and
maintenance of our products. We operate and monitor an E-mail box which
distributors and users can access to receive such assistance.

Manufacturing

We subcontract certain manufacturing operations, such as the production of
our proprietary printed circuit boards or machine enclosures, to outside
suppliers. Off-the-shelf items, such as integrated circuits, modems,
rollers, gears and liquid crystal displays, are acquired directly from
vendors. We believe that alternative sources of supply for all of our
components and custom parts are readily available on commercially
reasonable terms. We do not maintain supply agreements with any of our
suppliers or subcontractors. We purchase components and custom parts in the
ordinary course of business. Most of the components are acquired
Internationally and shipped to our manufacturing facility in a free trade
zone in India. Quality control and adjustments are also conducted at our
Indian facility.

While we assemble our products in-house, we will need to increase our
manufacturing capabilities in the event of any increased product demand.
There can be no assurance that we will succeed on commercially reasonable
terms, in a timely manner, or at all.

Competition

The markets for document systems are characterized by intense competition.
We believe our products compete on the basis of resolution, quality, speed,
price and the quality of our distribution channels.

We compete with numerous well-established foreign and domestic companies
that market or are developing wide format document systems. Our competitors
include:

      1.   Contex Corporation, Vidar Systems Inc., Oce and Colortrac
           Corporation in the market for wide format scanners;

      2.   Encad Corporation, Hewlett Packard Company, Oce and Mutoh
           Corporation in the market for wide format plotters; and

      3.   Xerox, Katsuragawa Company and Oce in the wide format printer
           and copier market.

We also suspect that other companies that manufacture and sell standard
copiers, scanners and plotters could develop, without significant delay,
wide format document systems directly competitive with our products. Many
of these companies possess substantially greater financial, technical,
marketing and personnel resources than Widecom. In addition, these
companies also have established reputations for success in the development
and marketing of facsimile machines, plotters, scanners and copiers and
have sufficient budgets to permit them to implement extensive advertising
and promotional campaigns to respond to competitors and enter new markets.

In addition, the markets for our products are characterized by rapidly
changing technology and evolving industry standards. This often results in
rapid product obsolescence or shortened product lifecycles. As a result,
our ability to compete may be dependent upon:

      *    our ability to continually enhance and improve our products;

      *    to complete development and introduction into the marketplace of
           our new products in a timely manner; and

      *    to successfully develop and market these new products.

There can be no assurance:

      *    that we will be able to compete successfully;

      *    that competitors will not develop technologies or products that
           could render our products obsolete or less marketable; or

      *    that we will be able to successfully enhance our existing
           products or develop new products to continue to compete.

Research and Development

In October 1996, Widecom formed a research and development consortium named
Technologies NovImage with Innovatech, an economic development agency of
the Province of Quebec.  In this fiscal year, M.S. Judge replaced
Innovatech as the independent outside investor in the consortium. We are
now conducting all of our research and development activities at that
facility. NovImage's activities are expected to continue to qualify for
partial funding from governmental agencies. The research and development
activities conducted by NovImage on our behalf are primarily focused on
plotter, scanner and copier technologies.

The plotter research at NovImage is concentrated in two areas. First,
NovImage is researching the development of a high speed, high quality wide
format color plotter/printer. NovImage is also working to improve printer
resolution and develop thermal transfer mechanisms for incorporation into
the plain paper plotter, including color printing capabilities. Our scanner
research is presently focused on the development of color scanning
capabilities and the enhancement of scanner image quality.

NovImage has completed development of a color-scan chip intended to be
incorporated into a future model scanner to provide color scanning
capabilities at speeds of under 30 seconds compared to approximately eight
minutes with earlier generation scanners. This new chip is designed to
combine four computer chips to sense or read the primary colors as well as
black. As a result, the next generation scanners are expected to be able to
function both as a color scanner and as a monochrome scanner.

The combined research and development expenditures for Widecom and NovImage
for the 2001 fiscal year was  $910,378.

Intellectual Property

We rely upon intellectual property and employ various methods to protect
the ideas, concepts and documentation of our proprietary technology. These
methods include nondisclosure agreements with our employees and
distributors. However, these methods may not afford complete protection.
There can be no assurance that our competitors or customers will not be
able to independently develop such know-how or otherwise obtain access to
our know-how, ideas, concepts and documentation. We presently hold one
patent and have filed several other patent applications relating to various
aspects of our technology.

There can be no assurance that any further patents will be issued to us or,
if issued, that such patents would afford us any competitive advantage. In
any event, there can be no assurance that future patents, if any, could not
be circumvented or otherwise invalidated.

In addition, some aspects of the technologies embodied in our products are
generally available to other manufacturers. We are not presently aware of
any infringement on the proprietary rights of others in any of our
products. We have not, however, conducted any formal investigation as to
any possible infringement(s). There can be no assurance that third parties
will not assert infringement claims against us in connection with our
products, nor that any assertion of infringement will not result in
litigation.

We are also unable to speculate as to our chances for success in the event
of any infringement-related litigation or our potential ability to license
any infringed patents of third parties on commercially reasonable terms, or
at all. If our technologies were found to infringe another party's rights,
we could be required to modify our products or obtain a license. There can
be no assurance that we would be able to do so in a timely manner, upon
acceptable terms and conditions, or at all. Further, there can be no
assurance that we would have the financial or other resources necessary to
successfully defend a claim for the violation of proprietary rights.

We have not yet formally filed for copyright protection of our software and
may not pursue such activities in the future. We hold a registered
trademark with the United State Patent and Trademark Office.

We have licensed our pending and approved patents, trademarks, copyright
material and all of our technology relating to our scanner and plotter
manufacturing technology and software to NovImage for research and
development purposes. NovImage is attempting to develop improvements,
modifications, additions or alterations to that Intellectual Property and
to develop new products. In exchange for this license and the payment of a
0.5% royalty fee on net revenue, licensing revenue and net sales to sub-
licensees, NovImage granted us an exclusive perpetual worldwide license,
except for the Province of Quebec, Canada. This license allows us to use
improved scanner and plotter technology and software to manufacture,
distribute, market and sell the improved scanner, plotter and software, and
any new products developed by NovImage. NovImage retained these rights with
respect to the Province of Quebec, Canada. We have no other restrictions on
our sales and marketing activities in Quebec.

Employees

As of March 31, 2001, our North American operations had 12 full-time
employees, including sales staff and administrative personnel. We also
employ 89 people at a manufacturing facility in India and work with our
wholly owned Indian subsidiary. Neither Widecom nor our subsidiary is a
party to any labor agreements and none of our employees are represented by
a labor union. At present, we believe our employee relations to be
satisfactory.

Effect of Government Regulation

Compliance with laws and regulations governing our business can be
complicated, expensive, and time-consuming and may require significant
managerial and legal supervision. Failure to comply with such laws and
regulations could have a materially adverse effect on our business.
Further, any changes in any of these laws and regulations could materially
and adversely affect our business. There is no assurance that we will be
able to secure on a timely basis, or at all, necessary regulatory approvals
in the future. At present, environmental compliance issues do not have a
material effect on the management and earnings of our business, nor is any
change anticipated.

Enforcement of Civil Liabilities

Our headquarters are located in, and our officers, directors and auditors
are residents of Canada. Further, a substantial portion of our assets are,
or may be, located outside the United States. Accordingly, it may be
difficult for investors to effect service of process within the United
States upon non-resident officers and directors, or to enforce against them
judgments obtained in the United States courts predicated upon the civil
liability provision of the Securities Act of 1933, as amended or state
securities laws. However, there is doubt as to the enforceability in Canada
against us or against any of our directors, controlling persons, officers
or the experts named herein, who are not residents of the United States, in
original actions or in actions for enforcement of judgments of U.S. courts,
of liabilities predicated solely upon U.S. federal securities laws. Service
of process may be effected, however, upon our duly appointed agent for
service of process. If investors have questions with regard to these
issues, they should seek the advice of their individual counsel.

Item 2. Description of Properties

In February 1996, we purchased property in the Noida Export Processing
Zone, a Free Trade Zone located near New Delhi, India. The purchase price
was approximately $67,500 and we are building a manufacturing facility of
approximately 24,000 square feet with estimated construction costs of
approximately $800,000. Clean-room facilities and other special
infrastructure within the building are estimated to cost an additional
$200,000 by completion. We do not have a forecast for the completion date
as construction is stalled due to lack of funds.. Upon completion of
construction of our new manufacturing facility, we intend to transfer
the majority of our manufacturing operations to the
new facility.

We lease the following properties:

      1,050 square feet at 37 George St. N., Unit #103, Brampton, Ontario,
      Canada, under a five-year lease entered into in 2001, and

      7,000 square feet in the Free Trade Zone. The current annual rents
      are $23,357.64 and $15,200, respectively.

Although we believe that our present facilities are adequate for our
current level of operations, we will likely need to increase our
manufacturing capabilities in the event of any substantial increase in
demand for our products.

Item 3. Legal Proceedings

On December 20, 1996, two individuals, John Keenan and Vincent DiGiulio,
filed a lawsuit in the United Stated District Court for the District of
Rhode Island, seeking 60,000 shares and 40,000 warrants. This action has
been formally dismissed. An additional three shareholders have also
commenced related litigation, alleging purchases of our securities from the
previously noted two individuals, who are named as co-defendants. We have
filed and received default judgments on our cross-claims against the two
individual co-defendants. As the value of our common stock has decreased
substantially in recent months, we may not be able to settle the
outstanding suits through issuance of stock.  Collectively almost $1
million is claimed by the 3 shareholder suits.

We have been served with legal papers claiming breach of contract under two
specific joint venture and development agreements to use and distribute
various iterations of software components, which the claimant alleges is
its sole property. The title of the action is Nexsys Consulting, Inc. and
Tern Solutions Group Corp. v. The Widecom Group, Inc. The action claims
damages for breach of contract and copyright and trademark infringement.
The claim seeks a total of $15.85M in damages and is currently pending in
the Superior Court of Justice of the Province of Ontario. We believe that
our prospects for a successful result are strong and that settlement
options also remain viable. A settlement is currently being negotiated
based on mediation held in September 2000.  We expect resolution to this
case in the next fiscal year.

Any such significant litigation matter is set out in the contingent
liabilities section of our annual financial statements.

We are also involved in a number of small litigation matters relating to
disagreements with certain of our suppliers, which are currently pending
and being handled by our in-house counsel. These matters are neither
significant nor material.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On January, 27, 1999, an annual shareholders meeting was held wherein, via
proxy vote or otherwise, a majority of our shareholders carried four
specific resolutions detailed as follows:

      1)   Approval of a one for four 1:4 reverse split of our common
           stock;
      2)   Approval of the acquisition of Diprin Inc., an Ontario
           Corporation wholly owned by one of our principals (with
           abstention of all related Board members);
      3)   Approval of the re-election of our existing Board of Directors;
      4)   Approval of a proposal to conduct a private placement to raise
           capital funds.

No matters were submitted to a vote of our security holders during our
fiscal year ended March 31, 2000 or March 31, 2001.

PART II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock was delisted from the Nasdaq Small Cap Market
effective the close of business April 10, 2001, because the Company no
longer met the requirements of net tangible assets.

The Company's common stock and warrants are quoted on the Nasdaq Bulleting
Board under the symbols "WIDE" and "WIDWF", respectively, and on the
Boston Stock Exchange under the symbols "WDE" and "WDEW". The table below
represents the quarterly high and low closing prices for our common stock
and warrants as reported through March 31, 2001 and June 30,2001. The
prices listed in this table reflect quotations without adjustment for
retail mark-ups, mark-downs, or commissions. We have not paid any cash
dividends since inception, and intend to retain earnings, if any, in the
foreseeable future for use in our continued expansion. The approximate
number of registered holders of record of our common stock and warrants at
March 31, 2001 was 98 and 16. Our advisers firmly believe that the actual
number of beneficial holders of our common stock and warrants is in excess
of 500.

<TABLE>
<CAPTION>

                                                COMMON STOCK           WARRANTS
                                               High        Low       High     Low


                                          <c>          <c>        <c>      <c>
1998
First Quarter (Jan.1-Mar.31/98)               7           2.5        1.5      1.5

Second Quarter (Apr.1-June 30/98)             4.5         2.5        0.5      0.5

Third Quarter (July 1-Sept.30/98)             2           0.5          *        *

Fourth Quarter (Oct.1-Dec.31/98)              1.875       0.9375       *        *

1999   (1:4 Reverse Split-January 29/99)
First Quarter (Jan.1-Mar.31/99)               2.75        1.25         *        *

Second Quarter (Apr.1-June 30/99)            10.5         1.25         *        *

Third Quarter (July 1-Sept.30/99)            10.375       6.75         *        *

Fourth Quarter (Oct.1-Dec.31/99)             17.25        5.375        *        *

2000
First Quarter (Jan.1-Mar.31/00)              10.375       7            *        *

Second Quarter (Apr.1-June 30/00)             7.875       3.625        *        *

Third Quarter (July 1-Sept.30/00)             4.25        2            *        *

Fourth Quarter (Oct.1-Dec.31/00)              3           0.4375       *        *

2001
First Quarter (Jan.1-Mar.31/01)               1           0.3125       *        *

Second Quarter (Apr.1-June 30/01)             0.34375     0.12         *        *

<FN>
*     No formal market for warrants
-----------------------------------
</FN>

</TABLE>

During fiscal 1999, our shareholders approved a private offering of ten
specific units for $20,000 each comprising 10,000 of our common shares and
a convertible note exercisable at $2.00 per share for the remainder. 9.5
units of the offering closed in fiscal 1999 and one-half unit (5,000 shares
only) closed in the first quarter of fiscal 2000. Additional shares of our
common stock can be purchased at $1.20 per share on the exercise of
placement agent warrants. During fiscal 2000, only 2,190 of these
additional underlying shares were issued.

During fiscal 2000, the board of directors approved a further private
offering, in straight equity, of 325,000 of our common shares at $2.00 per
share that was fully subscribed. This offering provided for a maximum over-
allotment of 12,500 additional shares that were also issued during fiscal
2000.

SELECTED FINANCIAL DATA
-----------------------

STATEMENT OF EARNINGS DATA:

<TABLE>
<CAPTION>

                                           YEAR ENDED MARCH 31,
                                -------------------------------------------
                                   1999            2000            2001
                                   ----            ----            ----


                             <c>             <c>             <c>
Total Revenue                   $ 3,075,609     $ 2,572,711     $ 1,584,388
Product Sales                     2,575,935       2,562,275       1,581,791
R & D grants                        479,821             nil             nil
Total Expenses                    4,708,600       3,845,337       2,470,077
Net Earnings (Loss)              (2,244,351)     (1,500,840)     (1,042,414)
Net Earnings(loss)per share           (1.28)          (0.61)          (0.40)
Weighted average shares
 outstanding                      1,749,386       2,443,730       2,591,418

BALANCE SHEET DATA:

<CAPTION>

                                                 MARCH 31,
                                -------------------------------------------
                                   1999            2000            2001
                                   ----            ----            ----


                             <c>             <c>             <c>
Working Capital                 $    229,470        237,653        (168,333)
Total Assets                       4,278,216      3,435,361       2,433,456
Total Liabilities                  1,970,893      1,568,610       1,762,320
Retained earnings(deficit)       (10,892,334)   (12,393,174)    (13,435,588)
Shareholders' equity               2,307,323      1,866,751         671,136

</TABLE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS

OVERVIEW

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 defecit.  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.

Commercialization of our WC936 copier systems late in fiscal 1998 had only
a small material impact on our revenues for the fiscal year 2001. During
the year, sales of printers and scanners were $ 122,822 and $ 916,170
respectively.

Widecom's Selling, General and Administration infrastructure was set up to
service our full product line of monochrome and color scanners, monochrome
and color printers and monochrome and color copiers. Neither the color
printer nor the color copier has yet been commercialized and the latest
monochrome printers and copiers had only a small material impact on
revenues. Although we anticipate a return to profitability upon the
introduction of our full extended product line, there is no assurance that
we will be able to successfully develop and commercialize these products.

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.

GOVERNMENT SPONSORED PROGRAMS

During 1997, a change in Canadian Tax legislation substantially reduced the
amount of subsidy available on Research and Development performed by
publicly traded companies. Subsidies of this nature have represented a
substantial portion of our revenue in the past. As noted earlier in Part I,
our research and development is conducted by Technologies Novimage whose
nature entitles us to receive grants in excess of 40% of qualified research
expenditures. Products derived from the research are then licensed back to
us at a nominal royalty of 0.5% of sales of those products. The formation
of NovImage allows us to obtain a substantial increase in the amount of
research that can be performed and at a lesser more beneficial cost.

IMPACT OF CURRENCY EXCHANGE RATES

We conduct a substantial portion of our business in foreign currency,
primarily the Canadian dollar and, to a lesser extent, the Indian rupee. To
date, fluctuation in foreign currency exchange rates have not had a
significant impact on our results of operations. Fluctuations in the
exchange rates between the United States dollar and the Canadian dollar or
Indian rupee, however, could have an adverse effect on our operating
results in the future. We may seek to limit our exposure to the risk of
currency fluctuations by engaging in foreign currency transactions that
could, however, expose us to substantial risk of loss. We have limited
experience in managing international transactions and have not yet
formulated a strategy to protect us against any profound currency
fluctuations. There can be no assurance that fluctuations in foreign
currency exchange rates will not have a significant impact on our future
operating results.

RESULTS OF OPERATIONS

YEAR ENDED MARCH 31, 2001 COMPARED TO YEAR ENDED MARCH 31, 2000

Revenues for the year ended March 31, 2001 were $1,584,388, a 38% decrease,
as compared to $2,572,711 for the year ended March 31, 2000. This decrease
was attributable to a decrease in product sales as we reduced selling and
related expenditures.

Operating expenses for the year ended March 31, 2001 were $2,470,077, a
decrease of $1,375,260, or 36%, as compared to $3,845,337 for the year
ended March 31, 2000. The decrease in operating expenses, is primarily
attributable to decreases in selling, general and administrative ("SG&A")
costs and management costs.  Our affiliate NovImage is primarily a research
and development organization, who's primary source of revenue will be from
royalties it earns on the commercialization of its products.  Our share of
loss in equity in this affiliate was $156,725 for this compared to $228,214
in the previous year.

The decrease in SG&A cost was primarily due to cost reductions we
implemented to preserve cash and meet ongoing obligations.

Amortization expense for the fiscal year ending March 31, 2001 was $215,603
compared to $296,147 for the year ending March 31, 2000.  Management fees
decreased from $351,430 for the year ending March 31, 2000 to $258,090 for
the year ending March 31, 2001as we eliminated a number of senior
management positions and reduced the employment of others to a part-time
basis.


YEAR ENDED MARCH 31, 2000 COMPARED TO YEAR ENDED MARCH 31, 1999

Revenues for the year ended March 31, 2000 were $2,572,711, a 16% decrease,
as compared to $3,075,609 for the year ended March 31, 1999. This decrease
was attributable to a non-recurring research and development grant of
$479,821 in the previous year, while product sales remained substantially
the same.

Operating expenses for the year ended March 31, 2000 were $3,845,337, a
decrease of $863,263, or 18%, as compared to $4,708,600 for the year ended
March 31, 1999. The decrease in operating expenses, is primarily
attributable to decreases in selling, general and administrative ("SG&A")
costs.  Our affiliate NovImage is primarily a research and development
organization, who's primary source of revenue will be from royalties it
earns on the commercialization of its products.  Our share of loss in
equity in this affiliate was $228,214 for this compared to $452,619 in the
previous year.

The decrease in SG&A cost was primarily due to a leveling off of
expenditures and economies undertaken to effect savings as we continued
expansion of our distribution channel in the USA. Total research and
development expenditures incurred by NovImage and WideCom for the fiscal
year ending March 31,2000 was $1,466,932, which we expect to substantially
decline as the products being developed by our subsidiaries Posternetwork
and Diprin reach completion.

Amortization expense for the fiscal year ending March 31, 2000 was $296,147
compared to $362,108 for the year ending March 31, 1999.  Legal settlement
costs decreased to $0 compared to $158,742 in the previous year.  We did
have expenses related to legal fees and the implementation of the legal
settlements which have been recorded as part of SG&A.


LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements have been to fund the acquisition of
inventories and to meet operating expenses incurred in connection with the
commercialization of our products. Until our initial public offering, we
had satisfied 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. At
March 31, 2001, we had working capital of $(168,333), as compared to
$237,653 at March 31,2000.

We have an operating line of credit available for approximately $100,000
which bears interest at prime plus 0.75%, is due on demand, and is secured
by a general security agreement over all our assets except real property.
At March 31, 2001 approximately $93,891 ($160,133 in 2000) was utilized.
Our 2001 and 2000 bank indebtedness is the result of a bank overdraft in
our subsidiary as well as a revolving operating loan in the Company.  The
indebtedness of the subsidiary is secured by a pledge of fixed deposits
with the local bank.

We are in default on the interest payments on 12% debentures that are part
of a private placement we conducted in 1999.

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.


ITEM 7. Financial Statements

The following financial statements of The WideCom Group Inc. are included:

      Report of Chartered Accountants;
      Consolidated Balance Sheets as of March 31, 2001, 2000;
      Consolidated Statements of Operations for the years ended March 31,
       2001,2000, 1999;
      Consolidated Statements of Stockholders' Equity for the years
       ended March 31, 2001, 2000,1999;
      Consolidated Statements of Cash Flows for the years ended March 31,
        2001, 2000, 1999;
      Summary of Significant Accounting Policies; and
      Notes to Consolidated Financial Statements.

Item 8. Change in Accountants

On June 15, 2001, our Board of Directors determined that it would be in the
our best interests to cease our relationship with our independent
accountant and auditors, Schwartz, Levitsky, Feldman, LLP, which acted as
our independent accountant and auditors with respect to the our financial
statements for the previous two fiscal years ended March 31, 2000.

The replacement of Schwartz, Levitsky, Feldman, LLP was recommended and
approved by our Board of Directors and is not the result of any
disagreement with Schwartz, Levitsky, Feldman, LLP on any matter of
accounting principles or practice, financial statement disclosure or
auditing scope or procedure.

During the last two fiscal years no report issued by Schwartz, Levitsky,
Feldman, LLP contained any adverse opinion or a disclaimer of opinion, or
was qualified or modified as to uncertainty, audit scope, or accounting
principles. In addition, during the last two fiscal years and subsequent
periods, there were no disagreements with Schwartz, Levitsky, Feldman, LLP
regarding accounting principles, or practices, financial statement
disclosure, or auditing scope or procedure nor any dispute between Widecom
and Schwartz, Levitsky, Feldman, LLP with respect to the Company's status
as a "going concern."

Effective June 15, 2001, our Board of Directors determined that it would be
in our best interests to retain the services of Zafar H. Siddiqui CA to
replace Schwartz, Levitsky, Feldman, LLP as our independent accountant and
auditors. The firm audited our financial statements included in our Form
10-KSB for our fiscal years ended March 31, 2001.

We intend to have Zafar H. Siddiqui CA continue to serve as our accountant
and auditors for the fiscal year ending March 31, 2002.

PART III

ITEM 9. Directors and Executive Officers of the Registrant and Compliance
with Section 16(a) of the Exchange Act.

Our directors and executive officers are as follows:

<TABLE>
<CAPTION>

NAME                        AGE     POSITION


                         <c>     <c>
Raja S. Tuli                35      President, Chief Executive Officer and
                                     Director

Willem J. Botha             65      Chief Financial Officer and Treasurer

Suneet S. Tuli              33      Executive Vice President, Secretary and
                                     Director

Lt. Colonel K.C. Sharma     60      Director

</TABLE

Our founder, Raja S. Tuli, has been President, Chief Executive Officer and
a director since Widecom's inception. From June 1990 to August 1993, Mr.
Tuli was also our Treasurer. From 1987 to 1990 Mr. Tuli was President of
CaCE Ltd. a family-owned architectural/construction business. Mr. Tuli
received a bachelor of Science degree in Computer Engineering in 1988 from
the University of Alberta. Mr. Tuli is a resident Canadian national. Mr.
Tuli is the brother of Suneet S. Tuli.

Willem J. Botha has been our Chief Financial Officer and Treasurer since
September 1993. From 1989 to September 1993, Mr. Botha was an independent
accounting consultant. From 1985 to 1989, Mr. Botha was employed by
Motorola Information Systems, a manufacturer of data communications
equipment, most recently as its Director of Accounting Services. From 1982
to 1985, Mr. Botha was an independent financial consultant. Mr. Botha was
the Secretary and Treasurer and a Director of Alcon Canada Inc., a
pharmaceutical company, from 1980 to 1982. From 1976 to 1980, Mr. Botha was
the Controller and Chief Financial Officer for Bell & Howell Limited, a
manufacturer of electronic photographic products, and from 1969 to 1976 Mr.
Botha was the Controller for Wyeth Ltd., a pharmaceuticals company. Mr.
Botha received a Certificate in Theory of Accounting from the University of
South Africa, is a Chartered Accountant and a resident Canadian national.

Suneet S. Tuli has been Executive Vice President, Sales and Marketing, and
corporate Secretary since September 1993 and one of our director's since
October 1992. He was our Marketing manager from June 1990 to August 1993.
Mr. Tuli received a Bachelor of Science degree in Civil Engineering from
the University of Toronto in April 1990 and is a resident Canadian
national. Mr. Tuli is the brother of Raja S. Tuli.

Colonel Kailash Chander Sharma is one of our independent directors.
Lieutenant Colonel Sharma is a well-respected citizen of India and
possesses a Masters Degree in Political Science from Delhi University.
Lt.Col. Sharma has a lengthy military background occupying several senior
posts with significant levels of responsibility including strategic
planning and public relations. Lt. Col. Sharma is proficient in government
organizational and regulatory matters and since 1995 has run his own
consulting company.  In his consulting practice he has assisted various
manufacturing organizations obtain governmental or other regulatory
approval in setting up operations.

Under Ontario law, a majority of our directors must be resident Canadians.
A resident Canadian is defined, generally, to be an individual who is (i) a
Canadian citizen ordinarily resident in Canada, (ii) a Canadian citizen not
ordinarily resident in Canada who is a member of a prescribed class of
persons, or (iii) a permanent resident within the meaning of the
Immigration Act (Canada), and ordinarily resident in Canada. All directors
hold office until the next annual meeting of shareholders and the election
and qualification of their successors. There is only one currently standing
committee of the Board of Directors, that being the Audit Committee.
Officers are elected annually by the Board of Directors and serve at the
discretion of the Board.

None of our directors received any compensation for such services as a
director during our year ended March 31, 2001. Directors who are Widecom
employees receive no compensation for serving on the Board of Directors.
Non-employee directors are reimbursed for their out-of-pocket expenses in
attending Board meetings and a per diem.

Item 10. EXECUTIVE COMPENSATION

The following table sets forth the compensation we have paid or accrued for
the benefit of those persons earning over $80,000.00 USD and serving as one
of our corporate officers for the year ended March 31, 2001:

                       2001 SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

Name                     Salary & Commission    Consulting Fees    Shares In Lieu      Total


                            <c>                <c>                   <c>            <c>
Raja S. Tuli                   $31,380            $47,072 (1)           nil            $78,452
(President & C.E.O.)

Suneet S. Tuli                 $34,651            $51,977 (1)           nil            $86,628
Secretary, V.P.-
Sales & Marketing)

<FN>
--------------------
<F1>   Such amounts were paid by Widecom to a consulting company owned by
       the respective officers of the company for the year ended March 31,
       2001.  The consulting fees were for software development services
       provided by these companies.  The salary and consulting fees
       collectively do not exceed the compensation paid to these officers
       as allowed by their employment agreements with the company.  These
       employment agreements expired in June, 2000.
</FN>
</TABLE>

During the fiscal year ended March 31, 1997, we amended our Employee Stock
Option Plan that allows issuance of options to purchase up to 125,000
shares of Widecom's stock. The Plan is designed to attract, retain and
motivate persons to provide us with services and to increase the alignment
of their interests with those of our Stockholders.

The Plan allows the Board, at its discretion, to grant options to purchase
shares of our Common Stock at the fair market value of such shares on the
date the option was granted. Options may be granted to any "Eligible
Person," including any of our directors, officers, employees or those of an
affiliate, or any of our consultants or insiders (as defined in the Plan)
of any of our affiliates. The Board also has the authority under the Plan
to determine the number of shares subject to each option, the expiration
date of each option and the extent to which each option is exercisable from
time to time during its term.

The options expire ten years after the date they are granted, or at such
other date as may be provided for in the Plan. Individual option agreements
may allow an optionee who retires or terminates service with the consent of
the Board of Directors to exercise his or her option(s) within six months
of such retirement or termination. If the optionee is terminated for cause,
the optionee may not exercise the option following such termination.
Following a June 27, 2000 amendment in the exercise price of the options
under the plan, the current exercise price of those options is now $4.00
USD.

An aggregate of 125,000 shares of Common stock (subject to adjustment as
provided in the Plan) were available under the Plan and such shares subject
to options which terminate unexercised will be available for future option
grants. At present, all of the employee stock options available under the
plan are fully allocated.

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of March 31, 2001, information as to (i)
the Common Stock beneficially owned by all directors, nominees and named
executive officers, (ii) the Common Stock beneficially owned by any person
who is known by us to be the beneficial owner of more than five percent of
our Common Stock.

<TABLE>
<CAPTION>

                                            Amount and
                                            Nature of            Percentage of
                                            Beneficial           Outstanding
Name and Address of Beneficial Owner (1)    Ownership (2)        Shares Owned
----------------------------------------    -------------        -------------


                                         <c>                      <c>
Raja S. Tuli                                540,437(3)               20.5%
Lakhbir S. Tuli                             111,533                   4.2
Suneet S. Tuli                              222,207(4)                8.4
Willem J. Botha                                 ---                   ---
All executive officers and directors
as a group (six persons)                    874,177(2)(3)(4)         33.2%

<FN>
--------------------
<F1>  Unless otherwise indicated, the business address of each beneficial
      owner is 37 George St. N., Suite 103, Brampton, Ontario, Canada,
      L6X 1R5.
<F2>  Except as indicated by footnote, the persons named in the table have
      sole voting and investment power with respect to all shares of Common
      Stock shown as beneficially owned by them. Each beneficial owner's
      percentage ownership is determined by assuming that convertible
      securities, options or warrants that are held by such person (but not
      those held by any other person) and which are exercisable within 60
      days of the date hereof have been exercised.  Lakhbir S. Tuli is the
      father of Raja S. Tuli and Suneet S. Tuli.  None of them have
      beneficial ownership over each others shares.
<F3>  Includes (i) 50,000 Common Shares issuable upon exercise of currently
      exercisable options at a price of $4.00 per share and 12,500 shares
      issuable upon exercise of currently exercisable warrant at a price of
      $4.00 per share, and (ii) 8,125 shares owned by Diversified Investors
      Capital Services of North America, Inc., a New York corporation,
      16,875 shares owned by Pyrotech Limited, a Cayman Islands
      corporation, and 1,223 shares owned by Donald J. Schattle,
      respectively, as to which Mr. Tuli has voting rights pursuant to a
      stock exchange agreement. Also includes 40,810 shares held by RST
      Consulting Ltd.
<F4>  Includes 12,500 Common Shares issuable upon exercise of currently
      exercisable options at a price of $8.50 per share and 12,500 Common
      Shares issuable upon exercise of currently exercisable warrant at a
      price of $4.00 per share. Also includes 20,808 shares held by SST
      Consulting Ltd.
</FN>
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In February, 2000 we established a majority owned subsidiary named
Posternetwork.Com, Inc., to engage in the business line of providing
customers with an Internet-based online printing service offering
customized, fast, inexpensive poster-size reproductions. Posternetwork
intends to create posters, large photographs, signs and other wide-format
prints for customers from digital or analog images directly through
 its web site. In connection with the establishment of Posternetwork,
Widecom entered into two agreements with Posternetwork pursuant
to which Posternetwork will purchase the technology underlying Widecom's
wide-format printer in consideration for 12,000,000 shares of Posternetwork
common and a fee of $.015 per square foot of the posters and other products
produced with the technology. Pursuant to the second agreement, Widecom
will provide Posternetwork with certain administrative services and
technical support for a fee equal to 120% of cost.

As of January 30, 1997, we announced that we had finalized a joint venture
agreement with Societe Innovatech du Grand Montreal, an instrumentality of
the Province of Quebec, Canada ("Innovatech"). Each of the Registrant and
Innovatech purchased 450 shares of the Class A Common Stock of the
joint venture, Technologies NovImage Inc., a Quebec corporation
("NovImage") for a purchase price of approximately US $1,875,000 each. The
consideration we paid for the stock of NovImage was in cash and was derived
from our working capital. In addition, two other corporations, 3294412
Canada Inc., a Quebec corporation and 3294421 Canada Inc., a Quebec
corporation, both of which corporations are wholly-owned by Raja S.Tuli,
our President and Chief Executive Officer, each acquired 50 shares of the
Class A Common Stock of NovImage in exchange for the transfer to NovImage
of certain patents, patent applications and other technology and
intellectual property rights of those companies.

The company has historically relied significantly on government grants,
for many of which it ceased to qualify upon becoming a public company.
The Company is now conducting all of its research and development
activities through NovImage, which activities are expected to qualify for
partial funding from governmental agencies.

In connection with the transaction, we licensed all of our patents and
technology relating to our scanner and plotter manufacturing to NovImage
for research and development purposes in order to develop improvements,
modifications, additions or alterations to the Intellectual Property and to
develop new products.

In exchange for this license and the payment of a 0.5% royalty fee on net
revenue, licensing revenue and net sales to sub-licensees, NovImage granted
the Registrant an exclusive perpetual worldwide (with the exception of the
Province of Quebec, Canada) license to use such improved scanner and
plotter technology and developed software to manufacture, distribute,
market and sell those improved scanners, plotters and newly developed
software, as well as any new products developed by NovImage. NovImage
retained such rights with respect to the Province of Quebec, Canada.

In connection with the transaction, we also entered into a Stock Exchange
Agreement with Innovatech pursuant to which Innovatech would be permitted,
under certain circumstances, to exchange its shares of NovImage for up to
63,250 shares of Widecom's common stock for which Innovatech would have
demand registration rights. This amount represents less than 5% of our
outstanding shares and is accordingly omitted from the table of beneficial
ownership.

Innovatech's recent request to convert eighty percent of its share in
Novimage into Widecom common stock will close after our annual filing and
will be reported in a subsequent fiscal year.

Although we believe that the foregoing transactions were on terms no less
favorable than would have been available from unaffiliated third parties in
an arm's length transaction, there can be no assurance that this is the
case. All future transaction and loans between Widecom and its officers,
directors and 5% shareholders will be on terms no less favorable than could
be obtained from independent, third parties and will be approved by a
majority of the independent and disinterested members of the Board of
Directors. There can be no assurance, however, that future transactions or
arrangements between us and our affiliates will be advantageous, that
conflicts of interest will not arise with respect thereto or that if
conflicts do arise, that they will be resolved in our favor.

The Company has accrued debts for unpaid salaries, consulting fees,
investments and related costs in favor of members of management in the
aggregate amount of $645,485 as of the year ended March 31, 2001.
Management's total compensation is paid party in salary and partly through
consulting fees.  The consulting fees are paid for software development
services provided by firms wholly owned by the respective officer.

At our annual shareholders meeting on January 27, 1999, our independent and
unrelated shareholders approved the acquisition of Diprin, Inc., an Ontario
corporation wholly owned by Widecom's President and Chief Executive
Officer, Mr. Raja S. Tuli. Diprin was acquired in exchange for 125,000
shares of Widecom's common stock. The value of the WideCom shares given in
exchange was $93,750. Diprin had been actively researching and developing
portable photo-printer technology for which a patent application is
currently pending. We believe that the cost of this technology is extremely
low in comparison to the potential revenues to be derived from potential
sales of the portable photo-printer and additional potential revenue from
consumables that will be marketed along with the product.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) REPORTS ON FORM 8-K during Fiscal 2000

We filed a Report on Form 8-K on March 6, 2001 concerning a notification
from the Nasdaq delisting our securities from the Nasdaq Small Cap Market.

We filed a Report on Form 8-K on May 31, 2000 concerning our press release
establishing Posternetwork.com, Inc.

(b) EXHIBITS

See Exhibit Index.

                                  EXHIBITS

The following exhibits are filed herewith. Exhibits with an asterisk (*)
denotes those exhibits filed herewith.

Exhibit
  No.      Description
-------    -----------

 3.1       Articles of Incorporation (Exhibit 3.1 to Form F-1 Registration
           Number 33-78004,filed May 6, 1994)

 3.2       Bylaws (Exhibit 3.1 to Form F-1 Registration Number
           33-78004,filed May 6, 1994)

 4.1       Form of Common Stock Certificate (Exhibit 4.1 to Form F-1
           Registration Number 33-78004, filed November 21, 1994)

 4.2       Form of Underwriter's Warrants and Warrant Agreement (Exhibit
           4.2 to Form F-1 Registration Number 33-78004, filed December 12,
           1995)

 4.3       Form of Bridge Note (Exhibit 4.3 to Form F-1 Registration Number
           33-78004, filed December 12, 1995)

 4.4       Form of Bridge Warrant (Exhibit 4.4 to Form F-1 Registration
           Number 33-78004, filed December 12, 1995)

 4.5       Form of Warrant Agreement (Exhibit 4.5 to Form F-1 Registration
           Number 33-78004, filed December 12, 1995)

 4.6       Form of Warrant Certificate (Exhibit 4.6 to Form F-1
           Registration Number 33-78004, filed December 12, 1995)

 4.7       Representative's Warrant to Purchase Shares of Common Stock
           (Exhibit 4.2 to Form F-1 Registration Number 33-78994, filed
           August 5, 1994)

 4.8       Form of Warrant (Exhibit 4.3 to Form SB-2 Registration Number
           333-89109, filed on October 15, 1999)

 4.9       Form of Convertible Notes Issued in 1999 private placement
           (Exhibit 4.4 to Form SB-2 Registration Number 333-89109, filed
           on October 15, 1999)

10.1       Financial Consulting Agreement, dated June 2, 1997, by and
           between The Widecom Group Inc. and Alex Moore & Co., (Exhibit
           10.1 to Form S-3/A, File Number 333-35547)

10.2       Settlement Agreement, dated May 1, 1997, among Brett Whiton,
           Richard Benjamin, Anthony Hand, and the Company, Messrs. Raja
           and Suneet Tuli (Exhibit 10.2 to Form S-3/A, File Number
           333-35547)

10.3       License Agreement between WideCom R & D Inc. and the Company
           date August 24, 1993 (Exhibit 10.5 to Form F-1 Registration
           Number 33-78004, filed April 21, 1994)

10.4       Employment Agreement with Exhibits between Raja Tuli and the
           Company dated October 4, 1993 (Exhibit 10.6 to Form F-1
           Registration Number 33-78004, filed April 21, 1994)

10.5       Employment Agreement with Exhibits between Suneet S. Tuli and
           the Company dated October 4, 1993 (Exhibit 10.7 to Form F-1
           Registration Number 33-78004, filed April 21, 1994)

10.6       Indemnity Agreement between Raja S. Tuli and the Company
           (Exhibit 10.8 to Form F-1 Registration Number 33-78004, filed
           November 21, 1994)

10.7       Financial Consulting Agreement, dated February 1, 1998, by and
           between The Widecom Group Inc. and Quantum Resources of New
           York, Inc. (Exhibit 10.1 to Form SB-2 Registration Number
           333-89109, filed October 15, 1999)

10.8       Financial Consulting Agreement, dated August 1998, by and
           between The Widecom Group Inc. and Robb Peck McCooey Clearing
           Corporation. (Exhibit 10.2 to Form SB-2 Registration Number
           333-89109, filed October 15, 1999)

10.9       Agreement, dated September 9, 1998, by and between The Widecom
           Group, Inc. and Cantella & Co. (Exhibit 10.3 to Form SB-2
           Registration Number 333-89109, filed October 15, 1999)

10.10      Agreement dated August 10, 1999 by and between The Widecom
           Group, Inc., Robb Peck McCooey Clearing Corp. and Quantum
           Resources of New York (Exhibit 10.4 to Amendment No. 1 to Form
           SB-2, Registration Number 333-89109, filed on December 28, 1999)

10.11     Technology Transfer Agreement between The Widecom Group, Inc.
           and Posternetwork.com, Inc.

10.12     Services Agreement between The Widecom Group, Inc. and
           Posternetwork.com, Inc.

16         Letter from BDO Dunwoody, LLP on change in Certifying Accountant
           (Exhibit 16.1 to Form 8-K, filed June 21, 1999)

21         Subsidiaries of Registrant (Exhibit 22.1 to Form F-1
           Registration Number 33-78004, filed April 21, 1994)



                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


Date:  August 12,2001                  THE WIDECOM GROUP INC.

                                       By: /s/ RAJA S. TULI
                                       --------------------
                                       Raja S. Tuli
                                       Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report to be signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>

NAME                       TITLE                                           DATE
----                       -----                                           ----


                        <c>                                             <c>
RAJA S. TULI               President, Chief Executive Officer,
-----------------------    Director (Principal Executive Officer)          August 12,2001
Raja S. Tuli

/s/ WILLEM J. BOTHA        Treasurer and Chief Financial Officer           August 12,2001
-----------------------    (Principal Financial and Accounting Officer)
Willem J. Botha

/s/ SUNEET S. TULI         Executive Vice-President,                       August 12,2001
-----------------------    Marketing, Secretary and Director
Suneet S. Tuli

/s/ COLONEL K.C. SHARMA    Director                                        August 12,2001
-----------------------
Col. K.C. Sharma

</TABLE>


                           The WideCom Group Inc.


                      Consolidated Financial Statements
                 For the years ended March 31, 2000 and 2001

                Together with Report of Independent Auditors

                              TABLE OF CONTENTS


Report of Independent Auditors                       3

Consolidated Balance Sheets                          4

Consolidated Statements of Operations                5

Consolidated Statements of Stockholders' Equity      6

Consolidated Statements of Cash Flows                7

Notes to Consolidated Financial Statements     8 to 25


Zafar H. Siddiqui
Chartered Accountants
Mississauga, Ontario, Canada


PAGE-2


REPORT OF INDEPENDENT AUDITORS

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

We have audited the accompanying consolidated balance sheets of The WideCom
Group Inc. (incorporated in Ontario, Canada) as of March 31, 2001 and 2000
and the related consolidated statements of operations, cash flows and
changes in stockholders' equity for each of the years ended March 31, 2001
and 2000.  These consolidated financial statements are the responsibility
of the management of The WideCom Group Inc.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The
WideCom Group Inc. as of March 31, 2001  and the results of its operations
and its cash flows for the year ended March 31 2001, in conformity with
generally accepted accounting principles in the United States of America.

The consolidated statements of operations, stockholders' equity and cash
flows for the year ended March 31, 2000 were audited by another firm of
Chartered Accountants with an unqualified audit report issued thereon.

Since the accompanying consolidated financial statements have not been
prepared and audited in accordance with generally accepted accounting
principles and standards in Canada, they may not satisfy the reporting
requirements of Canadian statutes and regulations.




                                       /s/ Zafar H. Siddiqui
Mississauga, Ontario, Canada           Chartered Accountants


PAGE-3


The WideCom Group Inc.
Consolidated Balance Sheets
(in United States dollars)

<TABLE>
<CAPTION>

March, 31                                                       2000            2001
------------------------------------------------------------------------------------


                                                <c>       <c>             <c>
Current Assets                                     Notes
Cash and cash equivalents                                         11,314          69,576
Accounts receivable                                  1           584,494         443,797
Inventory                                            2           909,583         743,559
Prepaid expenses                                                  19,485          20,062
Advances to related parties                          3           244,883         297,070
Deferred financing costs                                          36,504          19,923
                                                             ---------------------------

Total Current Assets                                           1,806,263       1,593,987

Capital Assets                                       4         1,243,059         664,651

Purchased research and
 development technology                              5            50,279          15,625
Investment in affiliate                              6           335,760         159,193
                                                             ---------------------------

Total Assets                                                   3,435,361       2,433,456

------------------------------------------------------------------------------------

Liabilities & Stockholders' Equity

Current Liabilities

Bank indebtedness                                    7           179,465         170,299
Accounts payable & accrued liabilities               8           806,446         762,637
Loans from related parties                           3           382,699         645,485
Convertible debentures                               9           200,000         183,899
                                                             ---------------------------

Total Current Liabilities                                      1,568,610       1,762,320
                                                             ---------------------------

Stockholders' Equity                                10
Common shares
 5,000,000*  shares authorized of no par value
 2,582,985*  shares issued and outstanding on
             March 31, 2000
 2,633,585*  shares issued and outstanding on
             March 31, 2001                                   14,703,589      14,711,179
Contributed surplus                                              159,825         159,825
Deficit                                                      (12,393,174)    (13,435,588)
Cumulative other comprehensive loss                 11          (603,489)       (764,280)
                                                             ---------------------------
                                                               1,866,751         671,136
                                                             ---------------------------
Total Liabilities & Stockholders' Equity                       3,435,361       2,433,456

------------------------------------------------------------------------------------
<FN>
*     Adjusted for reverse split of Company's stock (1:4) on January 29, 1999.
</FN>
</TABLE>

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)

<TABLE>
<CAPTION>

For the years ended March 31                                    1999           2000           2001
-----------------------------------------------------------------------------------------------------


                                                <c>       <c>            <c>            <c>
Revenue
Product sales                                                 2,575,935      2,562,275      1,581,791
Research and development grants                                 479,821              -              -
Interest income                                                  19,853         10,436          2,597
                                                             ----------------------------------------

Total Revenue                                                 3,075,609      2,572,711      1,584,388
                                                             ----------------------------------------

Expenses
  Cost of product sales                                         726,909        718,353        522,876
  Research and development                                      134,248        231,532        130,719
  Selling, general & administrative                           3,112,056      2,249,796      1,284,242
  Interest and bank charges                                      51,504         69,217         58,547
  Management fees & salaries                                    333,743        351,430        258,090
  Amortization                                                  362,108        296,147        215,603
  Financing fees                                                      -         17,981              -
  Foreign exchange loss (gain)                                  (11,968)       (89,119)             -
                                                             ----------------------------------------

Total Expenses                                                4,708,600      3,845,337      2,470,077

Operating loss                                               (1,632,991)    (1,272,626)      (885,689)

Legal settlement costs                                         (158,741)             -              -
Equity in loss of affiliate                                    (452,619)      (228,214)      (156,725)
                                                             ----------------------------------------

Net loss for the year                                        (2,244,351)    (1,500,840)    (1,042,414)

-----------------------------------------------------------------------------------------------------

Loss per common share, basic
 and diluted                                       10(f)          (1.28)         (0.61)         (0.40)

-----------------------------------------------------------------------------------------------------

Weighted average number of shares outstanding*                1,749,386      2,443,730      2,591,418

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

</TABLE>

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


PAGE-5


The WideCom Group Inc.
Consolidated Statements of Stockholders' Equity
(in United States dollars)

<TABLE>
<CAPTION>

For the years ended March 31, 1999, 2000 and 2001
-----------------------------------------------------------------------------------------------------------------

                                                                                          Other          Total
                                          Common       Contributed                        Comp.       Stockholder
                                          Shares         Surplus         Deficit          Loss          Equity
                                        -------------------------------------------------------------------------


                                     <c>              <c>           <c>              <c>            <c>
Balance, March 31, 1997                 10,598,884       159,825        (5,312,118)     (203,288)      5,243,303

Exercise of warrants (180,981)*          2,170,179             -                 -             -       2,170,179
Warrant exercise costs                    (120,470)            -                 -             -        (120,470)
Class action settlement (69,625)*          355,158             -                 -                       355,158
Conversion of convertible
 debentures (14,742)*                       50,000             -                 -             -          50,000
Share issuance costs                       (71,036)            -                 -             -         (71,036)
Net loss for year                                -             -        (3,335,865)            -      (3,335,865)
Conversion of convertible
 debentures (17,213)*                       50,000             -                 -             -          50,000
Shares issued on private
 placement (95,000)                         95,000             -                 -             -          95,000
Share issuance costs                       (24,988)            -                 -             -         (24,988)
Net loss for year                                -             -        (2,244,351)            -      (2,244,351)
Foreign currency translation
 adjustment                                      -             -                 -      (280,396)       (280,396)

-----------------------------------------------------------------------------------------------------------------

Balance, March 31, 1999                 13,577,841       159,825       (10,892,334)     (538,009)      2,307,323

Class action settlement (54,719)            75,239             -                 -             -          75,239
Shares issued on private
 placement (5,000)                           5,000             -                 -             -           5,000
Share issuance for corporate
 indebtedness (61,618)                     123,236             -                 -             -         123,236
Class action settlement (18,748)            65,618             -                 -             -          65,618
Shares issued on private placement
 (337,500) - net of issuance costs         630,000             -                 -             -         630,000
Conversion of convertible
 debentures (21,310)                       203,777             -                 -             -         203,777
Shares issued for legal fees (13,500)       20,250             -                 -             -          20,250
Warrant exercise (2,190)                     2,628             -                 -             -           2,628
Net loss for the year                            -             -        (1,500,840)            -      (1,500,840)
Foreign currency translation
 adjustment                                      -             -                 -       (65,480)        (65,480)

-----------------------------------------------------------------------------------------------------------------
Balance, March 31, 2000                 14,703,589       159,825       (12,393,174)     (603,489)      1,866,751

Shares issued to Societe Innovatech
 du Grand Montreal (50,600)                  7,590                                                         7,590
Net loss for the year                                                   (1,042,414)                   (1,042,414)
Foreign currency translation
 adjustment                                                                              (160,791)      (160,791)

Balance, March 31, 2000                 14,711,179       159,825       (13,435,588)      (764,280)       671,136

<FN>
*     Adjusted for reverse split of Company's Stock (1:4) on January 29, 1999.
</FN>
</TABLE>

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


PAGE-6


The WideCom Group Inc.
Consolidated Statements of Cash Flows
(in United States dollars)

<TABLE>
<CAPTION>

For the years ended March 31                                    1999            2000            2001
--------------------------------------------------------------------------------------------------------


                                                          <c>             <c>             <c>
Cash provided by (used in)

Operating Activities
Loss for the year                                            (2,244,351)     (1,500,840)     (1,042,414)
(Add (deduct) items not requiring a cash outlay)
  Amortization                                                  362,108         296,147         215,603
  Foreign exchange loss (gain)                                  (11,968)        (89,119)              -
  Share issued to settle lawsuits and corporate
   indebtedness                                                 283,457         284,343               -
  Equity in loss of affiliate                                   452,619         228,214         156,725
Net changes in non-cash
Working capital balances related to operations:
  Decrease (increase) in accounts receivable                     (7,988)         (8,839)        140,697
  Decrease in research and development grants receivable              -               -               -
  Decrease (increase) in inventory                               49,882         308,947         166,024
  Increase (decrease) in accounts payable and accrued
   liabilities                                                  551,213        (538,059)        (43,809)
  Increase in prepaid expenses                                   42,920          22,772             577
                                                             ------------------------------------------
                                                               (522,108)       (996,434)       (406,597)
                                                             ------------------------------------------

Investing Activities

Disposal (purchase) of capital assets                          (179,241)          2,989         254,580
Advances to related parties                                     (55,330)        (10,091)        (52,187)
                                                             ------------------------------------------
                                                               (234,571)         (7,102)        202,393
                                                             ------------------------------------------

Financing Activities

Deferred financing costs incurred                               (49,813)         (2,882)              -
Increase (decrease) in bank indebtedness                         75,005         (93,942)         (9,166)
Shares and warrants issued, net of issue costs                   70,012         637,628           7,590
Loan from related parties                                        64,939         310,422         262,786
Issuance of convertible debentures                              190,000          10,000               -
                                                             ------------------------------------------
                                                                350,143         861,226         261,210
                                                             ------------------------------------------
Effect of exchange rate change on cash                         (130,104)         (2,569)          1,256
                                                             ------------------------------------------

Net increase (decrease) in cash during the year                (536,640)       (144,879)         58,262

Cash and cash equivalents, beginning of year                    692,833         156,193          11,314
                                                             ------------------------------------------

Cash and cash equivalents, end of year                          156,193          11,314          69,576

--------------------------------------------------------------------------------------------------------
<FN>
Note: See note 16 for supplementary information.
</FN>
</TABLE>

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


PAGE-7


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

      The WideCom Group Inc. ("the Company") was incorporated under the
laws of Ontario, Canada on June 15, 1990.  The Company designs, assembles
and sells high speed, high performance document systems which transmit,
receive, print,copy and/or archive wide format documents.


Basis of Financial Statements

      The accompanying consolidated financial statements are stated in
United States dollars, "the reporting currency".  The transactions of the
Company have been recorded during the year in Canadian dollars, "the
functional currency".  The translation of Canadian dollars into United
States dollars amounts have been made at the year end exchange rates for
revenues, expenses, gains and losses.  Translation adjustments to reporting
currency are included in equity as "cumulative other comprehensive loss"
(see Note 11).

      The consolidated financial statements reflect retroactively a
reverse stock split occurring during 1999 (see Note 10).

      These consolidated financial statements have been prepared by
management in accordance with generally accepted accounting principles in
the United States of America.

Principles of Consolidation

      These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Indo WideCom International Ltd.
and Diprin Inc., and majority owned PosterNetwork.com Inc.  All significant
inter-company transactions and accounts have been eliminated.

Investment in Affiliate

      The investment in affiliate is accounted for on the equity basis.

Accounting Estimates

      The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimated.

Inventory

      Inventory is valued at the lower of cost, determined on a first-in
first-out basis, and market value.  Market value for raw material is
defined as the replacement cost and for finished goods as the net
realizable value.

Long-lived Assets

      Management reviews long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable, and,
if deemed impaired, measurement and recording of an impairment loss is
based on the fair value of the asset.


PAGE-8


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES cont'd

Capital Assets

      Capital assets are recorded at cost.  Amortization is provided
annually at rates calculated to amortize the assets over their estimated
useful lives as follows:

      Machinery, plant & computer equipment     30% declining balance
      Furniture and fixtures                    20% declining balance
      Prototypes and jigs                       20% declining balance

Earning or Loss Per Share

      The Company adopted Statement of Financial Accounting Standards
(SFAS) No. 128, "Earnings Per Share" during fiscal 1998.  As a result of
this adoption, the Company has restated all periods presented in these
financial statements to reflect "basic" and "diluted" earning (loss) per
share.  Basic earnings (loss) per share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding for the
period.  Diluted earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares outstanding
plus common stock equivalents (if dilutive) related to stock options and
warrants for each period.

Cash and Cash Equivalents

      Cash and cash equivalents include all highly liquid investments with
original maturates of three months or less.

Revenue Recognition

      Product sales are recognized as revenue upon shipment of the product.
Advance sales revenue is deferred until shipment of the product.

Stock Based Compensation

        SFAS No. 123, "Accounting for Stock-Based Compensation" encourages,
but does not require, companies to record compensation costs for stock-
based employee compensation plans at fair value.  The Company chose to
continue to account for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25.
"Accounting for Stock Issued to Employees", and related interpretations.
Accordingly, compensation cost for stock options is measured as the excess,
if any, of the quoted market price of the Company's stock at the
measurement date over the amount an employee must pay to acquire the stock.
See Note 10 (d) for a summary of the pro forma net loss per share
determined as if the Company had applied SFAS No. 123.

Deferred Financing Charges

      Deferred financing charges are amortized on a straight-line basis over
three years.

Foreign Currency Translation

      Balances of the Company denominated in foreign currencies and the
accounts of the foreign subsidiary are translated into the functional
currency as follows:

      (i)   all assets and liabilities expect for capital at year end
            rates;
      (ii)  capital at historic rates;
      (iii) revenue and expense transactions at the average rate of
            exchange prevailing during the year; and
      (iv)  changes in cash flows at the average rate of exchange
            prevailing during the year.

      Exchange gains or losses arising on these translations are reflected
in other comprehensive loss for the year.


PAGE-9


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES cont'd

Income Taxes

      The Company accounts for income taxes under the asset and liability
method as required by SFAS No. 109, "Accounting for Income Taxes."  Under
the asset and liability method, deferred income taxes are recognized for
the tax consequences of temporary differences by applying enacted tax rates
applicable to future year differences between the financial statements
carrying amounts and the tax basis of existing assets and liabilities.
When tax credits are available, they are recognized as reductions of the
current year's tax expense.

Concentrations of Credit Risk and Business Concentration

      The Company's receivables are unsecured and are generally due in 30
days.  Currently the Company's customers are primarily local, national and
international users of wide format document management systems.  The
Company's receivables do not represent significant concentrations of credit
risk as at March 31, 2001 due to the wide variety of customers, markets and
geographic areas to which the Company's products are sold.

Fair Value of Financial Instruments

      The carrying amounts of financial instruments of the Company,
including cash and cash equivalents, accounts receivable, bank
indebtedness, accounts payable, and convertible debentures approximate fair
value because of their short maturity.  The fair value of advances to
related parties cannot be readily determined because of the nature of their
terms.

      The Company realizes a significant portion of its sales and purchases
in a foreign currency.  Consequently some liabilities and expenses are
exposed to foreign exchange fluctuations.

Research and Development

      All research and development costs except for purchased research and
development technology are expensed as research and development expenses.
Purchased research and development technology is amortized over its
estimated useful life (see Note 5).


PAGE-10


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

1.    Accounts Receivable

<TABLE>
<CAPTION>

      Accounts receivable consists of:            2000        2001
                                                  ----        ----

      
                                        <c>         <c>
      Trade receivables                          640,822     693,533
      Less:  Allowance for doubtful accounts      56,328     249,736
                                                 -------------------
                                                 584,494     443,797
                                                 -------------------
</TABLE>

2.    Inventory

<TABLE>
<CAPTION>

      Inventory consists of:      2000        2001
                                  ----        ----

      
                        <c>         <c>
      Raw material               564,980     577,802
      Work-in-progress            25,654      40,930
      Finished goods             318,949     124,827
                                 -------------------
                                 909,583     743,559
                                 ===================
</TABLE>

3.    Advances to/Loans from Related Parties

      (a) Advances to related parties are non-interest bearing and will be
repaid as follows:

<TABLE>
<CAPTION>

                                     2000        2001
                                     ----        ----

      
                           <c>         <c>
      3294340 Canada Inc. (i)       204,043     297,070
      Vallille Wide Format (ii)      40,840           -
      Stockholders                        -           -
                                    -------------------
                                    244,883     297,070
                                    ===================

<FN>
(i)   Advances were made to a company as referred to in Note 5 to
      facilitate research and development activities.  There is no fixed
      term of repayment and the balance is due on demand.
(ii)  A company controlled by a non-executive director, incurred in the
      normal course of business, was included as a related party advance in
      year 2000. The said director has resigned during the year, and the
      corresponding balance has been included with trade accounts
      receivable without reclassifying the previous year comparative.
</FN>
</TABLE>

      (b) Non-interest bearing advances to the Company as short-term loans
in order to assist in certain working capital requirements.

<TABLE>
<CAPTION>

                                  2000        2001
                                  ----        ----

      
                        <c>         <c>
      Directors and officers     382,699     645,485
                                 ===================
</TABLE>

      (c) Transactions with companies by, and fees paid to, executive
officers, the principal stockholders and directors during the year were as
follows:

<TABLE>
<CAPTION>

                                                2000        2001
                                                ----        ----

      
                                      <c>         <c>
      Sales                                          -           -
      Management fees and salaries expense     310,653     258,000
</TABLE>

      The management fees are paid on a month to month basis to companies
controlled by certain executives who comprise senior management of the
Company.

<FN>
*     Adjusted for reverse split of Company's Stock (1:4) on January 29, 1999.
</FN>


Page 11


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

4.    Capital Assets

<TABLE>
<CAPTION>

      Capital assets consist of:                              2000                          2001
                                                   -------------------------     -------------------------
                                                                Accumulated                   Accumulated
                                                      Cost      Amortization        Cost      Amortization
                                                      ----      ------------        ----      ------------

      
                                          <c>            <c>            <c>            <c>
      Machinery, plant & computer equipment        1,989,048      1,361,419      1,646,001      1,448,831
      Furniture and fixtures                         112,487         67,224         91,395         76,277
      Prototypes and jigs                            301,220        165,408        239,494        131,722
      Land                                            58,564              -         45,806              -
      Building under construction                    375,791              -        298,785              -
                                                   ------------------------------------------------------
                                                   2,837,110      1,594,051      2,321,481      1,656,830
                                                   ======================================================
      Net book value                                              1,243,059                       664,651
                                                   ------------------------------------------------------
</TABLE>

5.    Purchased Research and Development Technology

      During 1999, the Company acquired at a cost of $93,750, the rights to
photo-printer technology, which is in the process of being developed by its
President and Chief Executive Officer.  A patent application is currently
pending. The development of this technology will continue through a wholly-
owned subsidiary, Diprin Inc. ("Diprin"), which was previously owned by the
President and Chief Executive Officer.

      In consideration for the ownership of this technology, the Company
issued 125,000* common shares to its President and Chief Executive Officer
(see Note 10(b)(vii)). The design of the portable photo-printer is still in
the final stages of completion which management estimates to be in the
fiscal year ending March 31, 2002. The cost of the technology is being
amortized on a straight-line basis over 3 years commencing from Sept 30/98.
As at Mar 31, 2001 the unamortized balance amounted to $15,625.

6.    Investment in Affiliate

<TABLE>
<CAPTION>

                               2000        2001
                               ----        ----

      
                     <c>         <c>
      3294340 Canada Inc.     335,760     159,193
                              =======     =======
</TABLE>

      In October 1996, the Company entered into a joint venture agreement
which resulted in the purchase of a 45% stake in 3294340 Canada Inc.
(Technologies NovImage as mentioned in note 12), 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 common shares of
the Company.


PAGE-12


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------


6.    Investment in Affiliate cont'd

      The Company has a commitment to pay a royalty fee based on net
revenue (see Note 13(b)).  The assets, liabilities, revenue and expenses of
3294340 Canada Inc. for the year ended March 31, 2000 and 2001 are as
follows:

<TABLE>
<CAPTION>

                                          2000          2001
                                          ----          ----

      
                               <c>           <c>
      Current assets                      636,551      390,865
      Capital assets                      486,823      373,759
                                        ----------------------
                                        1,123,374      764,624
      Current liabilities                 396,462      428,495
                                        ----------------------
      Net assets                          726,912      336,129
                                        ----------------------

      Revenue
        Miscellaneous income (loss)       100,958       (3,020)
        Research and development          627,299      429,922
                                        ----------------------
                                          728,257      426,902
      Expenses                          1,235,400      775,181
                                        ----------------------
      Net loss for the period            (507,143)    (348,279)
                                        ======================
</TABLE>

      The Company's portion of the net loss is $156,725 ($228,214 in 2000).

      During the fiscal year 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, as at the year end the company still had a 45% stake in 329430
Canada Inc.

7.    Bank Indebtedness

      The Company has an operating line of credit available for
approximately $100,000 which bears interest at prime plus 0.75%, is due on
demand, and is secured by a general security agreement over all Company
assets except real property.  At March 31, 2001 approximately $93,891
($160,133 in 2000) was utilized.

      The Company's 2001 and 2000 bank indebtedness is the result of a bank
overdraft in the Company's subsidiary as well as a revolving operating loan
in the Company.  The indebtedness of the subsidiary is secured by a pledge
of fixed deposits with the local bank.

8.    Accounts Payable and Accrued Liabilities

      Accounts payable and accrued liabilities consist of:

<TABLE>
<CAPTION>

                                                 2000        2001
                                                 ----        ----

      
                                       <c>         <c>
      Trade accounts payable                    495,382     444,258
      Wages and employee deductions payable      64,023      49,343
      Accrued liabilities                       177,591     174,761
      Accrued litigation costs                   69,450      94,275
                                                -------------------
                                                806,446     762,637
                                                ===================

<FN>
*     Adjusted for reverse split of Company's Stock (1:4) on January 29, 1999.
</FN>
</TABLE>

PAGE-13


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

9.    Convertible Debentures

<TABLE>
<CAPTION>

                                      2000        2001
                                      ----        ----

      
                            <c>         <c>
      12% Convertible debentures     200,000     183,899
</TABLE>

      During 1999, the Company conducted a private placement of ten
specific investment units, each comprising 10,000 common shares ( see Note
10(b)(x)) and a three-year 12% 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 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.

10.   Share Capital

      (a)   Authorized

            5 Million common shares pursuant to shareholder approval of a
            1:4 reverse split of the common shares of the Company effective
            January 29, 1999. Of the 2,582,985 shares outstanding as of
            March 31, 2000, 3,444* shares have not been registered by the
            Company's stock transfer agent.

      (b)   Changes to Issued Share Capital

            (i) Effective January 29, 1999, the Company's stockholders
            approved a 1:4 reverse stock split resulting in 1,788,649*
            common shares outstanding as of that date.
            (ii) During 1998, 180,981* warrants were exercised in exchange
            for 180,981* common shares.  The proceeds of this issue, net of
            related expenses of $120,470, was $2,049,709. This amount
            includes warrants exercised under the Company's warrant call.
            (iii) During 1998, 69,635* shares were issued for the full
            settlement and legal costs of a class action lawsuit filed in
            the State of New York and a partial settlement of another class
            action lawsuit filed in the State of California.  Both lawsuits
            were in connection with potential losses that would be suffered
            on the warrant call.  The Company is required to issue an
            additional 18,750* shares in connection with the State of
            California suit and accordingly the Company accrued
            approximately $122,000 for the cost of these shares
            representing the fair value of the shares on February 2, 1998.
            The Company also agreed to issue 96,927* replacement warrants
            for each warrant held by warrant holders on February 10, 1997
            and sold by such holders prior to March 5, 1997.
            (iv) During 1998, $50,000 of convertible debentures ( see Note
            9) were converted into 14,742* common shares.  The debentures
            were converted based on a conversion price of $0.8479 that
            represents the average of the closing bid share price of 20
            days prior to the conversion.  The Company also incurred
            $10,000 of issuance cost relating to the conversion of the
            debentures.
            (v) During fiscal 1999, it was determined that an accrual for
            warrant costs was not required.  As a result, a reversal of the
            accrual was made consistent with APB 20 : "Accounting changes".

<FN>
*     Adjusted for reverse split of Company's Stock (1:4) on January 29, 1999.
</FN>


PAGE-14


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

10.   Share Capital cont'd

            (vi) In fall 1998, the Company issued an aggregate of 294,117*
            common shares ( 73,529*, 110,294* and 110,294* ) to three
            principals of the Company in full satisfaction of corporate
            indebtedness to those parties as approved by the Board of
            Directors.
            (vii) During the forth quarter of fiscal 1999, the Company's
            stockholders approved the acquisition of Diprin Inc., a
            corporate entity wholly owned by a principal of the Company in
            exchange for the issuance of 125,000* common shares.
            (viii) During the forth quarter of fiscal 1999, the Company and
            its legal counsel approved an amendment to a legal resolution
            with respect to a class action settlement.  The amendment
            converted the warrant entitlements under the settlement into
            common shares that were subject to the 1:4 reverse stock split.
            An aggregate of 109,471 common shares were issued pursuant to
            two separate issuances pursuant to Company instructions dated
            February 17, 1999 and May 21, 1999 ( 54,752 and 54,719
            respectively ).
            (ix) In April, 1998, an additional $50,000 of convertible
            debentures (see Note 9) were converted into 17,213* common
            shares.  The debentures were converted based on a conversion
            price of $0.7262 that represents the average of the closing bid
            share price for the twenty days preceding the conversion.  The
            Company incurred $15,000 in further issuance costs related to
            this conversion of the debenture.
            (x) During fiscal 1999, the Company engaged the services of
            Robb Peck McGooey Clearing Corporation, Cantella & Associates
            and Quantum Resources Inc., three related financial services
            companies to conduct a private offering to raise funds for
            investment in the Company.  The units in the offering granted
            10,000 shares to each purchaser.  In total, ten units were sold
            with a 1/2 unit closing after March 31, 1999.  95,000 shares
            were issued pursuant to the placement between February 1999 and
            March 31, 1999.  The remaining 5,000 shares were issued in the
            first quarter of fiscal 2000.  The three companies are also
            entitled to a grant of 50,000 warrants to purchase 50,000
            common shares at an exercise price of $1.20.
            (xi) In April, 1999 the Company issued an aggregate of 61,618
            common shares ( 40,810 and 20,808 ) to two consulting companies
            independently run by principals of the Company in full
            satisfaction of corporate indebtedness to those parties as
            approved by the Board of Directors.
            (xii) On May 26, 1999, the Company and its legal counsel, with
            the approval of the Board of Directors, issued an additional
            aggregate of 18,748 common shares as the final stage of a
            settlement agreement with the Company.
            (xiii) On July 6, 1999, the Company closed an additional
            private placement involving up to 325,000 common shares of the
            Company at $2.00 per share issued on October 6, 1999. As a
            result of an over-subscription, a total of 337,500 shares of
            the Company's common stock was issued in the offering.
            (xiv) On December 21, 1999, the Company resolved three
            outstanding debentures, each in the amount of $50,000, and
            accrued interest in the amount of $56,351 by a transfer of
            21,310 shares of the Company's common stock.
            (xv) On April 12, 1999, the Company settled an outstanding
            legal account in favour of its independent legal counsel by
            issuing 13,500 of the Company's common shares in full and final
            satisfaction of payment for the services rendered.
            (xvi) On January 4, 2000, the Company issued 2,190 of its
            common shares to Cantella and Associates on exercise of a
            vested placement agent warrant in their favour.
            (xvii) In January, 2001 the Company issued 50,600 common shares
            to Societe Innovatech du Grand Montreal in exchange for
            Innovatech's 45% stake in 329430 Canada Inc.

      (c)   Warrants

            As at March 31, 2001, the Company had 929,762 issued and
            outstanding warrants.  The warrants are exercisable at prices
            ranging from $1.20 to $34.00 with expiry dates between 1999 and
            2009.

<FN>
*     Adjusted for reverse split of Company's Stock (1:4) on January 29,
1999.
</FN>


PAGE-15


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

10.   Share Capital cont'd

      (d)   Employee Stock Option Plan

            The Company has elected to follow Accounting Principles Board
            (APB ) Opinion No. 25, " Accounting for Stock Issued to
            Employees ", and related interpretations in accounting for its
            employee stock options.  Under APB No. 25, compensation expense
            is not recognized if the exercise price equals or exceeds the
            market price on the date of grant. The exercise price of the
            employees' stock options equals the market price of the
            underlying stock on the date of grant, therefore no
            compensation expense is recognized. In July 1996, the board of
            directors approved an employee stock option plan covering
            options to purchase 75,000* common shares that was increased in
            January 1997 to 125,000*.  All options are currently vested.

                  As of March 31, 1998, 115,625* employee stock options
                  granted to management employees were outstanding with an
                  exercise price of $8.50.  These options expire 10 years
                  after the grant date.

                  In fiscal 1999, 8,625* employee stock options were
                  granted with exercise prices ranging from $3.28 to $4.00.

                  On April 11, 2000, 9,250 employee stock options were
                  cancelled and no new issuances occurred.

            Pro-froma information regarding net income and earnings per
            share is required by SFAS No. 123, and has been determined as
            if the Company had accounted for the employee stock options
            under fair value method of that statement.  The fair value of
            these options was estimated at the date of grant using a Black-
            Scholes option pricing model with the following weighted-
            average assumptions: risk-free interest rate of approximately
            5% to 6%; dividend yield of 0.0%; volatility factors of the
            expected market price of the Company's common stock of
            approximately 21% ( 122% in 1999 and 21% in 2000) and weighted-
            average expected life of the option of 10 to 13 years.

            The Company's pro-forma information is as follows:

<TABLE>
<CAPTION>

                                  year ended       year ended      year ended
                                    31-Mar           31-Mar          31-Mar
                                     1999             2000            2001
                                  ----------       ----------      ----------

            
                   <c>              <c>             <c>
            Net loss
            As reported           (2,244,351)      (1,500,840)     (1,042,414)
            Pro-forma             (2,350,607)      (1,571,758)     (1,248,253)

            Net loss per share
            As reported               (1.28)            (0.61)          (0.40)
            Pro-forma                 (1.34)            (0.64)          (0.42)
</TABLE>

PAGE-16


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

10.   Share Capital  cont'd

      (e)   The Activity of the Company's Stock Option Plan is as follows:

<TABLE>
<CAPTION>

                                           Option Outstanding          Option Exercisable
                                      --------------------------   --------------------------
                                        Weighted                     Weighted
                                      Average price    Option      Average price    Options
                                        Per Share    Outstanding     Per Share    Exercisable
                                      -------------  -----------   -------------  -----------
                                        (dollars)                    (dollars)

            
                            <c>         <c>              <c>        <c>
            Balance, March 31, 1998        8.50        117,542          8.50        98,942
            Granted                        3.91          8,625
            Cancelled                      8.50         (9,667)
            Balance, March 31, 1999        8.15        116,500          8.15       104,958
            Granted                           -              -
            Cancelled                         -              -
            Balance, March 31, 2000        8.15        116,500          8.15        95,750
            Cancelled                      8.15         (9,250)
            Balance, March 31, 2001        4.00        107,250          4.00        95,750
</TABLE>

            At March 31, 2001, there were 8,500 options available for
            future grants.  As at March 31, 2001, the options have a
            weighted average contractual life of 7.5 years.

            Effective June 27, 2000, the Company's Board of Directors
            approved a repricing of the exercise under the plan of the
            options to $4.00 per share.

      (f)   Loss per Common Share

            The computation of loss per common share and common equivalent
            share is based on the weighted average number of common shares
            outstanding during the year except as noted below plus (in
            years which they have a dilutive effect ) the effect of common
            shares contingently issuable pursuant to outstanding warrants
            and options.  On March 31, 2001 there were 929,762 warrants and
            116,500 options outstanding that were not considered because
            they are anti-dilutive.

            The weighted average number of common shares used in
            calculating earnings per common share (after retroactive
            application of the reverse stock split in 1999) is as follows:


<TABLE>
<CAPTION>

                                                          1999           2000          2001
                                                          ----           ----          ----

            
                                         <c>            <c>           <c>
            Shares outstanding at year end*             2,068,400      2,582,985     2,633,585
                                                        --------------------------------------
            Weighted average shares outstanding*        1,749,386      2,443,730     2,591,418
                                                        --------------------------------------

<FN>
*     Adjusted for reverse split of Company's common stock (1:4) on January
29, 1999.
</FN>
</TABLE>

PAGE-17


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

11.   Cumulative Other Comprehensive Loss

      The Company has adopted SFAS No. 130, " Reporting comprehensive
income " as of January 1, 1998 which requires new standards for reporting
and display of comprehensive income and its components in the consolidated
financial statements.  However, it does not affect net income or total
stockholder's equity.  The components of comprehensive loss are as follows:

<TABLE>
<CAPTION>

                                                   1999             2000             2001
                                                   ----             ----             ----

      
                                       <c>              <c>              <c>
      Net loss                                  (2,244,351)      (1,500,840)      (1,042,414)
      Other comprehensive loss & foreign
       currency translation adjustments           (280,396)         (65,480)        (160,791)
                                                --------------------------------------------
      Comprehensive loss                        (2,524,747)      (1,566,320)      (1,203,205)
                                                ============================================
</TABLE>

      The components of accumulated other comprehensive loss are as
follows:

<TABLE>

      
                                                              <c>
      Accumulated other translation loss March 31, 1998                (257,613)
      Foreign currency translation adjustment for the year ended
       March 31, 1999                                                  (280,396)
                                                                       --------
      Accumulated other translation loss March 31, 1999                (538,009)
      Foreign currency translation adjustment for the year ended
       March 31, 2000                                                   (65,480)
                                                                       --------
      Accumulated other translation loss March 31, 2000                (603,489)
      Foreign currency translation adjustment for the year ended
       March 31, 2001                                                  (160,791)
                                                                       --------
      Accumulated other translation loss March 31, 2001                (764,280)
                                                                       ========
</TABLE>

12.   Income Taxes

      (a) The reconciliation of income taxes calculated at an approximate
statutory rate of 45% to the total tax provision is as follows:

<TABLE>
<CAPTION>

                                                     1999            2000          2001
                                                     ----            ----          ----

      
                                         <c>              <c>            <c>
      Income taxes recovery                       (1,001,000)      (670,000)      583,000
      Items not subject to income taxes              252,000        274,000       228,000
      Benefit of tax losses not recognized           749,000        396,000       248,000
                                                  ---------------------------------------
                                                           -              -             -
                                                  =======================================
</TABLE>

      Income tax provision and recovery is related solely to domestic
operations.  Foreign operations are not subject to taxes.

      (b) The Company has net operating loss carryforwards to reduce
federal taxable income of approximately $8,028,000 which expire in 2004
through 2008.  The Company has net operating loss carryforwards available
to reduce Ontario taxable income of approximately $9,470,000 which expire
during the years 2001 through 2008.  The potential tax benefits of these
losses have not been recognized in these consolidated financial statements.

      The Company has share issue costs amounting to $2,800,000, which are
deductible against taxable income.  When realized, the benefits will be
recorded as a capital transaction.

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


PAGE-18


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

13.   Commitments

      (a) The Company leases premises, office equipment and motor vehicles
under operating leases expiring in 2004.  The approximate annual rental
commitments during the lease terms are as follows:

<TABLE>

      
                                <c>
      Year ended March 31, 2002          36,077
      Year ended March 31, 2003          14,000
      Year ended March 31, 2004             900
</TABLE>

      Approximate rental expense incurred under operating leases is as
follows:

<TABLE>

      
                               <c>
      Year ended March 31, 1998         169,000
      Year ended March 31, 1999         177,000
      Year ended March 31, 2000         178,000
      Year ended March 31, 2001         179,500
</TABLE>

      (b) The Company is committed to its affiliate, 3294340 Canada Inc.,
to pay a 0.5% royalty fee on net revenue, licensing revenue and net sales
to sub-licensees on scanner and plotter technology created by the affiliate
on behalf of the Company (see Note 6).

      (c) Capital commitments of the foreign subsidiary, Indo WideCom
International Ltd. in India, is approximately $14,000.

14.   Segmented Information

      The Company has adopted SFAS No. 131, "Disclosures about segments of
an enterprise" which establishes standards for reporting operating segments
in annual financial statements.

      Description of type of product :  The Company operates through one
segment, wide format document management systems, comprising of two major
products- wide format scanners and plotters.

      Measurement of Segment profit and loss :   As the products ( noted
above ) are regarded as one segment, the total Consolidated Statements of
Operations and Consolidated Balance Sheets and deemed by management to be
wholly attributable to that segment.

      (a) The Company operated in one industry segment.  The Company's
operations and identifiable assets by geographic region are as follows:

<TABLE>
<CAPTION>

                                          Canada           India        Intercompany         Total
                                          ------           -----        ------------         -----

      
                               <c>              <c>             <c>              <c>
      Year ended March 31, 1998
      Revenue                            2,913,259       1,556,141       (1,415,596)       3,053,804
      Net loss                          (3,321,531)       (244,027)         229,693       (3,335,865)
      Identifiable assets                6,677,495       2,442,435       (3,468,740)       5,651,190
      Year ended March 31, 1999
      Revenue                            2,726,807       1,694,131       (1,345,329)       3,075,609
      Net loss                          (2,357,707)       (111,715)         225,071       (2,244,351)
      Identifiable assets                4,547,514       2,066,306       (2,335,604)       4,278,216
      Year ended March 31, 2000
      Revenue                            2,540,161         769,102         (736,552)       2,572,711
      Net loss                          (1,232,624)       (391,398)         123,182       (1,500,840)
      Identifiable assets                3,650,014       1,779,172       (1,993,825)       3,435,361
      Year ended March 31, 2001                           (214,653)
      Revenue                            1,465,283         395,342         (276,237)       1,584,388
      Net loss                          (1,093,988)       (174,278)         225,852       (1,042,414)
      Identifiable assets                3,014,456       1,270,768       (1,851,768)       2,433,456
</TABLE>

Page 19


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

March 31, 2000 and 2001
-------------------------------------------------------------------------------

14.   Segmented Information  cont'd.

      (b) The breakdown of sales by geographic region is as follows:

<TABLE>
<CAPTION>

                              1999          2000           2001
                              ----          ----           ----

      
                  <c>            <c>            <c>
      Canada                 211,735        267,559        152,630
      United States        1,338,704      1,535,204        722,943
      Middle East            200,711        117,733        173,587
      Asia                   583,077        286,394        364,700
      Europe                 241,708        355,385        167,931
                           ---------------------------------------
                           2,575,935      2,562,275      1,581,791
                           =======================================
</TABLE>

      (c) In the year ended March 31, 1999 and 1998 no end user accounted
for more than 5% of the Company's product sales.  In 2000, approximately
27.7% of the Company's product sales were made through five distributors,
with the largest representing approximately 14.3%.  For the year ended
March 31, 2001, approximately 26% of the Company's product sales were made
through five distributors, with the largest representing approximately 15%.

      (d) Information with respect to revenues earned by country or by
product are not readily available.

15.   (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 at year end, this amount was not determinable.

16.   Supplemental Disclosure of Cash Flow Information

<TABLE>
<CAPTION>

                                                                   2000        2001
                                                                   ----        ----

      
                                                        <c>          <c>
      Cash paid during the year:
      Interest                                                    16,863      16,863
                                                                 -------------------

      Non monetary transaction during the year:
      Shares issued for conversion of debentures                 203,777           -
      Shares issued to Innovatech (as explained earlier)                       4,815
                                                                 -------------------
                                                                 203,777       4,815
                                                                 ===================
</TABLE>

17.   Comparative Figures

      Comparative figures for the previous years, as presented in these
financial statements were audited by the company's former auditors.

18.   Subsidiaries

      During the year the Company sold its proprietary wide-format printing
technology and related patents to its wholly owned subsidiary
PosterNetwork.com Inc. ("PosterNetwork") in exchange for 12 million shares
of PosterNetwork. The Indian subsidiary decided not to recognize any gain
or loss on foreign currency transactions during the year.


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