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, 1999.

                       COMMISSION FILE NUMBER 1-13588

                           THE WIDECOM GROUP INC.
      (Exact Name of Small Business Issuer as specified in its Charter)

        ONTARIO, CANADA                            98-0139939
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

72 DEVON ROAD, UNIT #18, BRAMPTON, ONTARIO, CANADA             L6T 5B4
     (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:

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

COMMON STOCK, PAR VALUE $.01 PER SHARE            BOSTON STOCK EXCHANGE
WARRANTS TO PURCHASE COMMON STOCK                 BOSTON STOCK EXCHANGE

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

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

COMMON STOCK, PAR VALUE $.01 PER SHARE            NASDAQ SMALLCAP MARKET
WARRANTS TO PURCHASE COMMON STOCK                 NASDAQ OTCBB

Indicate by check mark whether Widecom (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 Widecom
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 there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of Widecom's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this
Form 10-KSB.

Widecom's revenues for its most recent fiscal year were $3,075,609.

The aggregate market value of the voting and non-voting common equity held
by non-affiliates of Widecom based upon the closing sale price of Widecom's
common stock on the Nasdaq SmallCap Market as of March 31, 1999 and June
29, 1999, respectively, was approximately $4,912,450 and $ 19,431,923.

The number of shares outstanding of Widecom's common stock as of March 31,
1999 and June 29, 1999 was 2,068,400 and 2,205,041 shares respectively.

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


                                   PART I

Item 1.  Description of Business

THE WIDECOM GROUP INC. ("Widecom")
----------------------------------

Widecom was incorporated in Ontario, Canada in June 1990. We design,
assemble and recently commenced limited marketing of high-speed, high-
performance document systems which 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 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
have only recently commenced commercialization activities which, to date,
have resulted in limited product sales.

We design our document management systems in response to perceived market
demand for systems which facilitate the efficient management and
transmission of wide format documents; particularly for architectural,
engineering and construction applications. 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 will 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 3294340 Canada Inc., operating as Technologies NovImage
("NovImage"), with an economic development agency of the Province of
Quebec.  Our primary research and development activities are now conducted
through NovImage, which activities are expected to qualify for partial
funding from governmental agencies.

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 SCSI 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 interpolated resolution capabilities of up to 900  dpi.
These products offer high speed, high quality scanning capacity to GIS,
EDMS, 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.

Our scanners incorporate our "single line contact" technology to capture
the image of a wide format document. The contact scanner consists of a 36"
fiber optic array, 8mm "image sensor chips" aligned to create a 36" length
light sensor, a 36" light emitting diode ("LED") 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 the
image sensor chips which read the image. Because our image sensor 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 single line contact scanner
technology and software enable our products to scan and reproduce such
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 1036; a more advanced model
of our single line contact color scanner that is marketed along side our
936 machine. Capable of direct Scan-to-File and Scan-to-Print functions,
the 1036 has throughput of over 4 inches per second at 400 dpi resolution.
At the monochrome setting, our 1036 is capable of scanning a 36" x 48"
monochrome image in less than 12 seconds. The 1036 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 1036 model offers an interpolated resolution up to 1000 dpi.

SLC972

We also announced ongoing development of our super wide format scanner, the
SLC972, a color and monochrome scanner capable of handling documents up to
six feet wide (72 inches)with thicknesses ranging up to 1/2".  We
anticipate a significant performance and overall document capacity
advantage over similarly 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 972 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.  We expect to begin formal delivery of the 972 model as
early as this fall, and no later than the end of this fiscal year.

Widecom Plotter/Printer (WC 936P)

We introduced the WC436P, a plain paper plotter late in fiscal 1998 that 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 SCSI computer
interface. 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.

WIDECOM 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 which are 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 and is 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 and AutoCad 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.

WIDECOM OEM Components

We manufacture our own scan and print heads that possess our proprietary
Contact-Sensor-Array technology and we are now making them available to
Original Equipment Manufacturers for use in their products.  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 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.

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.  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, principally architectural,
engineering and construction firms, for which reproduction, archiving and
transmission of wide format documents are essential. 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 have established strategic 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, 1999, we had arrangements with approximately 90 distributors, dealers
and sales agents (collectively, "distributors"), of which roughly 3/4 are
pursuant to written agreements. Our distributor agreements are  typically
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 percent (%) of list
price and rarely approach 25 percent(%). For the years ended March 31,
1997, 1998 and 1999, our five largest distributors accounted for
approximately 49.9%, 43.1% and 20.3%, respectively, of our overall product
sales.

No single distributor represented more than 10% of our sales for our fiscal
year ended March 31, 1999. During the years ended March 31, 1997, 1998 and
1999, sales by distributors accounted for approximately 96.4%, 93.9% and
94.7%, respectively, of our product sales. We support our U.S. and
international distribution channels through four 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, for the periods indicated, the amount of our sales by geographic
region, expressed as a dollar amount and as a percentage of product sales
for such periods:

REGIONAL SALES BREAKDOWN

<TABLE>
<CAPTION>
                                               YEAR ENDED MARCH 31,
                       -------------------------------------------------------------------
                              1997                     1998                     1999
                       -----------------        -----------------        -----------------
REGION                 AMOUNT         %         AMOUNT         %         AMOUNT         %
------                 ------        ---        ------        ---        ------        ---

<S>                  <C>             <C>      <C>             <C>      <C>             <C>
United States        $  467,766       28      $1,246,270       43      $1,338,704       52
Middle East             346,595       21         312,042       11         200,711        8
Asia                    266,345       16         322,685       11         583,077       23
Europe                  475,551       28         686,478       24         241,708        9
Canada                  122,676        7         322,968       11         211,735        8
                     ----------      ---      ----------      ---      ----------      ---
Total                $1,678,933      100%     $2,890,443      100%     $2,575,935      100%
                     ==========      ===      ==========      ===      ==========      ===
</TABLE>

WARRANTY, SERVICE AND MAINTENANCE

We offer a 90-day limited warranty, which can be extended for a term of up
to one-year, covering the workmanship and parts. During the term of the
warranty of products sold directly by Widecom, we will repair our products
and if necessary, 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 and 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 toll-free 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 LCD 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
and purchase components and custom parts pursuant to purchase orders in the
ordinary course of business. Most of the components are acquired in the
United States 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 Contex Corporation, Vidar Systems Inc., Oce and Anatech Corporation
in the market for wide format scanners; Calcomp Corporation, Hewlett
Packard Company, Oce and Mutoh Corporation in the market for wide format
plotters and 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, often resulting in
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 of and introduce into the
marketplace in a timely manner our proposed products and to successfully
develop and market 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. We are now conducting all of our research and
development activities at that facility (see "Certain Transactions), which
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: i)developing
a high speed, high quality wide format color plotter/printer and
ii)improving printer resolution and developing thermal transfer mechanisms
for incorporation into the plain paper plotter, including color printing
capabilities. 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 image sensor chips to read the primary colors (magenta, cyan
and yellow) and black. As a result, the 1036 scanner is expected to be able
to function both as a color scanner and as a monochrome scanner.

INTELLECTUAL PROPERTY

Widecom relies upon proprietary know-how and employs various methods to
protect the ideas, concepts and documentation of our proprietary
technology, which methods includes, but is not limited to, nondisclosure
agreements with its employees and distributors. However, such methods may
not afford complete protection and 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 certain aspects of our technology.

There can be no assurance, however, 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, certain 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, however, we have not 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, or that we would have the
financial or other resources necessary to successfully defend a claim for
the violation of proprietary rights.

We have licensed our patents (both pending and approved), trademarks,
copyright material and all of our technology relating to its scanner and
plotter manufacturing technology and software (collectively, the
"Intellectual Property") 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 (with the exception of the
Province of Quebec, Canada).  This license allows us to use such 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 such rights with respect
to the Province of Quebec, Canada.  We have no other restrictions on our
sales and marketing activities in Quebec. Please refer to "Certain
Transactions".

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.

EMPLOYEES

As of March 31, 1999, our North American operations had 15 full-time
employees, including sales staff and administrative personnel. We also
employ 162 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.

Item 2.  Description of Properties

In February 1996, we purchased property in the Noida Export Processing Zone
near New Delhi, India (the "Free Trade Zone") for approximately $67,500 and
are building a manufacturing facility of approximately 24,000 square feet
with estimated construction costs of approximately $500,000. Clean-room
facilities and other special infrastructure within the building are
estimated to cost an additional $200,000 by completion. We expect to
complete the project in the next fiscal year.

We lease 3,000 square feet at 72 Devon Road, Unit #18, Brampton, Ontario,
Canada, under to a two (2)-year lease entered into in 1998, and 7,000
square feet in the Free Trade Zone, pursuant to a five-year lease entered
into in 1994. The current annual rents are $23,358 and $15,200,
respectively. Upon completion of construction of Widecom's new
manufacturing facility we intend to transfer the majority of our
manufacturing operations to the new facility.

In addition, we currently lease a sales office at a monthly rent of $1,000
in Santa Rosa, California and a sales and service facility in Pittsburgh,
Pennsylvania, at a monthly rent of $2,300. The current annual rental rates
of these facilities are approximately $12,000 and $27,600 respectively and
$39,600 in the aggregate.

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 increased demand for our
products.

Item 3.  Legal Proceedings

In December, 1996, two individuals filed a lawsuit seeking 60,000 shares
and 40,000 warrants.  This action has been formally dismissed.  An
additional three (3) 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.  The total number of shares of common stock claimed under these
suits is less than 15,000.

On or about February 27, 1997, plaintiff Brett Whiton commenced an action
on behalf of himself and a class against Widecom, Raja S. Tuli and
Suneet S. Tuli. The action was settled, along with two substantially
similar class actions.  In consideration of the settlement, Widecom agreed
to issue one replacement warrant for each warrant held by the class members
on February 10th, 1997 and sold by the members prior to the close of
business on March 5th, 1997. The number of warrants for this arrangement
was 94,677 and have been replaced by the issuance of 109,466 shares of
common stock pursuant to the amended settlement agreement approved in the
spring quarter of fiscal 1999.

Another shareholder's action commenced on or about March 10, 1997, in the
Superior Court of the State of California was resolved by an initial
transfer of 37,500 shares to the plaintiffs, which was ratified by our
board of directors in November, 1997.  A final issuance of 18,748
additional shares occurred in May, 1999.

In April, 1998, we resolved an assessment proceeding with a former law firm
with respect to disputed bills relating to services rendered prior to our
initial public offering in December 1995. In July, 1998, we also resolved a
lawsuit with a former accounting firm with respect to disputed invoices
relating to services rendered prior to our initial public offering in
December 1995.

In March, 1999, we resolved an outstanding account with an additional
former law firm with respect to disputed bills relating to services
rendered in furtherance of litigation proceedings arising out of our
initial public offering.

Widecom has 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 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 we have meritorious defenses to these
allegations and that settlement options also remain viable. The action is
presently scheduled for mediation in the fall of 1999.

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 approved 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 and all related parties);
3)    Approval of the re-election of Raja S. Tuli, Suneet S. Tuli, Lt. Col.
      K.C. Sharma, Dr. Ajit Singh, and Bruce D. Vallillee to our Board of
      Directors;
4)    Approval of a proposal to conduct a private placement to raise
      capital funds.

<TABLE>
<CAPTION>
Matter                       Votes         Votes           Votes             Votes
Voted Upon                  For (1)     Against (1)     Withheld (1)     Abstained (1)
----------                  -------     -----------     ------------     -------------

<S>                        <C>            <C>            <C>              <C>
Reverse Stock Split        6,582,826      228,392               --           14,574

Acquisition Of Diprin      1,599,075      192,492        1,806,093        1,911,890

Election of Directors:
Raja S. Tuli               6,582,826           --          140,601               --
Suneet S. Tuli             6,584,826           --          138,601               --
K.C. Sharma                6,584,826           --          138,601               --
Ajit Singh                 6,582,826           --          140,601               --
B. Vallillee               6,584,826           --          140,601               --

Private Placement          3,547,327      146,556        1,806,093            9,574


<FN>
<F1>  All above tabulations do not include the reverse stock split.
</FN>
</TABLE>

No other matters were submitted to a vote of our security holders during
our fiscal year ended March 31, 1999.

                                   PART II

Item 5.  Market For Common Equity and Related Stockholder Matters

Widecom's common stock is quoted on the Nasdaq SmallCap Market and Boston
Stock Exchange under the symbols "WIDE" and "WDE", respectively.  Widecom's
warrants are traded on OTCBB and Boston Stock Exchange as "WIDWF" and "WDEW",
respectively. The table below represents the quarterly high and low closing
prices for our common stock and warrants as reported through March 31, 1999
and June 29, 1999. 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, 1999 was 65 and 14. 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
                                       ----         ---          ----        ---

<S>                                  <C>          <C>          <C>         <C>
1995
Fourth Quarter (as of 12-18-95)      $26          $20          $14         $ 6

1996
First Quarter (Jan.1-Mar.31/96)       49 1/2       19 1/2       36          10
Second Quarter (Apr.1-Jun.30/96)      53           30 1/2       36          18
Third Quarter (July 1-Sept.30/96)     45 1/2       32 1/2       28          15 1/2
Fourth Quarter (Oct.1-Dec.31/96)      40           26           25          13 1/2

1997
First Quarter (Jan.1-Mar.31/97)       45 1/2       13           28           1
Second Quarter (Apr.1-Jun.30/97)      18 1/2        7            7           2 1/2
Third Quarter (Jul.1-Sept.30/97)      15 1/2        7            4           1 3/4
Fourth Quarter(Oct.1-Dec.31/97)       10            3 1/2        3 3/4       1 1/2

1998
First Quarter (Jan.1-Mar.31/98)        7            2 1/2        1 1/2         1/2
Second Quarter (Apr.1-June 30/98)      4 1/2        2 1/2          1/2         1/2
Third Quarter (July 1-Sept.30/98)      2              1/2        *           *
Fourth Quarter (Oct.1-Dec.31/98)       1 7/8          15/16      *           *

1999  (1:4 Reverse Split-January 29/99)
First Quarter (Jan.1-Mar.31/99)        2 3/4        1 1/4        *           *
Second Quarter (Apr.1-June 30/99)     10 1/2        1 1/4        2             1/8

<FN>
(* = Not Traded during the given quarter)
</FN>
</TABLE>

During fiscal 1999, Widecom's shareholders approved the engagement of Robb
Peck McCooey Clearing Corporation, Cantella & Associates and Quantum
Resources, Inc., three related financial services companies, to conduct a
private offering of our securities to raise funds for investment in
Widecom.  The securities offered consisted of units, through which each
investor subscribed for 10,000 shares of our common stock.  Ten units were
sold during fiscal 1999 and the closing for an additional 0.5 units
occurred after the fiscal year end.  In total, 95,000 shares of common
stock were issued through the offering during fiscal 1999 and an additional
5,000 shares of common stock were issued in the first quarter of fiscal
2000.  All placement agents are entitled to warrants for the purchase of
50,000 shares of our common stock at an exercise price of $1.20.

SELECTED FINANCIAL DATA

STATEMENT OF EARNINGS DATA:


<TABLE>
<CAPTION>
                                           YEAR ENDED MARCH 31,
                                    ----------------------------------
                                    1997           1998           1999
                                    ----           ----           ----

<S>                              <C>             <C>            <C>
Total Revenue                    $1,820,713      3,053,804      3,075,609
Product Sales                     1,678,933      2,890,443      2,575,935
R & D grants                             --         24,567        479,821
Total Expenses                    5,673,672      5,487,826      4,708,600
Net Earnings/(Loss)              (4,550,930)    (3,335,865)    (2,244,351)
Net Earnings (loss) per share         (3.96)         (2.36)         (1.28)
Weighted average shares
outstanding                       1,133,396      1,416,047      1,749,386
</TABLE>


BALANCE SHEET DATA:

<TABLE>
<CAPTION>
                                               MARCH 31,
                                --------------------------------------
                                1997             1998             1999
                                ----             ----             ----

<S>                         <C>              <C>                  <C>
Working Capital             $ 1,818,883      $ 1,429,046          229,470
Total Assets                  6,925,187        5,651,190        4,278,216
Total Liabilities             1,681,884        1,414,246        1,970,893
Retained earnings(deficit)   (5,312,118)      (8,647,983)     (10,892,334)
Shareholders' equity          5,243,303        4,236,944        2,307,323
</TABLE>

Item 6.  Management's Discussion and Analysis or Plan of Operation

OVERVIEW

Since our 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.

Commercialization of our WC series copier systems late in fiscal 1998 had
only a small material impact on our revenues for the fiscal year 1999.
During the year, sales of printers and scanners were $618,224(24%) and
$1,957,711(76%) 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 our color
printer nor 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.

We are aware of the potential year 2000 or "Y2K" problem.  We have reviewed
our computer software and hardware, which are critical to our operations
and preparation of our financial statements, and have made plans for
action, as required, prior to the year 2000, to avoid significant errors in
our accounting records and any adverse effects on business operations.

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 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.

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 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

Certain statements contained herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995
(the "1995 Reform Act"). Widecom desires to avail itself of certain "safe
harbor" provisions of the 1995 Reform Act and is therefore including this
special note to enable us to do so. Forward-looking statements included in
this Report on Form 10-KSB involve known and unknown risks, uncertainties,
and other factors which could cause our actual results, performance
(financial or operating) or achievements to differ from the future results,
performance (financial or operating) achievements expressed or implied by
such forward looking statements. Such future results are based upon
management's best estimates based upon current conditions and the most
recent results of operations. These risks include, but are not limited to,
risks associated with our recent losses, our ability to develop and market
our product line, the establishment of commercial acceptance of our
products, need for additional capital, effects of competition and
technological changes and dependence upon key personnel.

RESULTS OF OPERATIONS
---------------------

YEAR ENDED MARCH 31, 1999 COMPARED TO YEAR ENDED MARCH 31, 1998

Revenues for the year ended March 31, 1999 were $3,075,609, an increase of
$21,805 or 0.7%, as compared to $3,053,804 for the year ended March 31,
1998. This increase was attributable to additional research and development
grants of $455,254, which were partially offset by a decrease in interest
income of $118,941.

Operating expenses for the year ended March 31, 1999 were $4,708,600, a
decrease of $779,226, or 14.2%, as compared to $5,487,862 for the year
ended March 31, 1998. Operating expenses also decreased as a percentage of
revenues from 179.7% for the year ended March 31, 1998 to 153.1% for the
year ended March 31, 1999. The decrease in operating expenses, both in
absolute dollars and as a percentage of revenues, is primarily attributable
to decreases in selling, general and administrative ("SG&A") costs.

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 United States.

YEAR ENDED MARCH 31, 1998 COMPARED TO YEAR ENDED MARCH 31, 1997

Revenues for the year ended March 31, 1998 were $3,053,804, an increase of
$1,233,091, or 67.7%, as compared to $1,820,713.for the year ended March
31, 1997. This increase was attributable to an increase in product sales of
$1,211,510 and additional research and development grants of $24,567, which
were partially offset by a decrease in interest income of $2,986.

The introduction of the SCSI based SLC836 scanner in late March 1998
overcame compatibility problems that had been experienced from January to
March, 1998 with its previously proprietary computer interface and with
Intel Pentium II processors.   This compatibility problem with the SLC 436
series scanners delayed sales in the last quarter of the company's fiscal
year.

Operating expenses for the year ended March 31, 1998 were $5,487,826, a
decrease of $185,846, or 3.2%, as compared to $5,673,672 for the year ended
March 31, 1997. Operating expenses also decreased as a percentage of
revenues from 311.6% for the year ended March 31, 1997 to 179.7% for the
year ended March 31, 1998. The decrease in operating expenses, both in
absolute dollars and as a percentage of revenues, is primarily attributable
to decreases in research and development expenditures and selling, general
and administrative ("SG&A") costs.

The decrease in research and development expenses was due to the formation
of the research and development consortium with the province of Quebec. The
decrease in SG&A cost was primarily due to a leveling off of expenditures
and economies undertaken to effect savings as we completed the
establishment of our distribution channel in the USA.

The costs of $309,375, incurred in connection with the settlement of a
Shareholders' lawsuit were costs that continued from the previous year
related to the settlement of suits arising from our warrant redemption in
February 1997. The increase in the equity loss in the joint venture is
offset by the decrease in research and development costs of $515,397.

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, 1999, we had working capital of $229,470, as compared to
$1,429,046 at March 31, 1998.

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 currently proposed plans and
assumptions relating to its operations, projected cash flow from operations
will be sufficient to satisfy our contemplated cash requirements for the
foreseeable 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.

Item 7.  Financial Statements

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

      Report of Independent Chartered Accountants;
      Consolidated Balance Sheets as of March 31, 1999, and 1998;
      Consolidated Statements of Operations for the years ended March 31,
       1999, 1998 and 1997;
      Consolidated Statements of Shareholders' Equity for the years ended
       March 31, 1999, 1998 and 1997;
      Consolidated Statements of Cash Flows for the years ended March 31,
       1999, 1998 and 1997;
      Summary of Significant Accounting Policies; and
      Notes to Consolidated Financial Statements.

Item 8. Change in Accountants

On June 15, 1999, our Board of Directors determined that it would be in
our best interests to cease our relationship with our independent
accountant and auditors, BDO Dunwoody, 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, 1998.

The replacement of BDO Dunwoody, LLP was recommended and approved by our
Board of Directors and is not the result of any disagreement with BDO
Dunwoody, 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 BDO Dunwoody, 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 BDO Dunwoody, LLP regarding accounting
principles, or practices, financial statement disclosure, or auditing scope
or procedure nor any dispute between us and BDO Dunwoody, LLP with respect
to Widecom's status as a "going concern."

Effective June 15, 1999, our Board of Directors determined that it would be
in our best interests to retain the services of Schwartz, Lewitsky,
Feldman, LLP to replace BDO Dunwoody, LLP as our independent accountant and
auditors.  The firm will be auditing our financial statements to be
included our Form 10-KSB for our fiscal year ended March 31, 1999 due to be
filed with the Securities and Exchange Commission on or about July 14,
1999.

We intend to have Schwartz, Lewitsky, Feldman, LLP continue to serve as our
accountant and auditors for the fiscal year ending March 31, 2000.

During the last two fiscal years and subsequent periods, Widecom did not
consult with Schwartz, Lewitsky, Feldman, LLP regarding accounting
principles, or practices, financial statement disclosure, or auditing scope
or procedure or accounting principles applicable to any specific
transaction.

                                  Part III

Item 9.  Directors and Executive Officers of Widecom;
         Compliance with Section 16(a) of the Exchange Act

Our directors and executive officers are as follows:

<TABLE>
<CAPTION>
NAME                       AGE     POSITION
----                       ---     --------

<S>                        <C>     <C>
Raja S. Tuli               33      President, Chief Executive Officer and
                                   Director

Willem J. Botha            63      Chief Financial Officer and Treasurer

Suneet S. Tuli             31      Executive Vice President, Secretary and
                                   Director

Lt. Colonel K.C. Sharma    58      Director

Dr. Ajit Singh             58      Director

Bruce D. Vallillee         78      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, 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 pharmaceutical 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 of Sales and
Marketing, Secretary since September 1993, one of our director's since
October 1992 and 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.

Lieutenant 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 runs his own consulting company.

Dr. Ajit Singh has been a director of Widecom since October 1992.
Dr. Singh is the Senior Fellow at Queens' College, University of Cambridge
in England, and its Director of Studies in Economics. Since 1987, Dr. Singh
has held the Dr. William M. Scholl Visiting Chair in the Department of
Economics at the University of Notre Dame in the United States. Dr. Singh
has been a senior economic advisor to the governments of Mexico and
Tanzania, and is the author of Takeovers, Their Relevance to the Stock
market and the Theory of the Firm. Dr. Singh is the uncle of Raja and
Suneet S. Tuli.

Bruce D. Vallillee has been a director of Widecom since September
1995. Since April 1994, Mr. Vallillee has been President of Vallillee Wide
Format Products, Ltd., a company engaged in wide format document management
and equipment sales. From 1987 to 1994, Mr. Vallillee was the President of
Vallillee Electronics, Ltd., a company engaged in the distribution of
electronic products. From 1976 to 1987, Mr. Vallillee was Vice President -
Sales and Marketing for ITT / Canon Canada, the Canadian joint venture of
ITT Corporation and Canon Electronics Corp. Mr. Vallillee is a resident
Canadian national.

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 chaired
by our chief financial officer. 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 services
as a director during our fiscal year ended March 31, 1999. 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 of $1,000.

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, 1999:

                       1999 SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                Annual Compensation
                          --------------------------------
                              Salary          Other Annual
Name                      And Commissions     Compensation       Total
----                      ---------------     ------------       -----

<S>                           <C>                 <C>           <C>
Raja S. Tuli                  $ 5,849             9,310(1)      $99,289(2)
(President & C.E.O.)

Suneet S. Tuli                $34,551             7,980(1)      $94,971(3)
Secretary, V.P.-
Sales & Marketing)

<FN>
<F1>  Such amounts were paid as consulting fees by Widecom to a consulting
      company owned by the respective officers of the company for the year
      ended March 31, 1999.
<F2>  Mr. Raja S. Tuli received shares of Widecom common stock in lieu of
      cash compensation valued at $84,130.
<F3>  Mr. Suneet S. Tuli received shares of Widecom common stock in lieu of
      cash compensation valued at $52,440.
</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 will 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 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.
The present exercise price of those options is $8.50 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, 1999, information as to (i)
the Common Stock beneficially owned by all directors, nominees and named
executive officers and (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
Name and Address                         Beneficial        Outstanding
of Beneficial Owner (1)                 Ownership (2)      Shares Owned
-----------------------                 -------------      -------------

<S>                                     <C>                   <C>
Raja S. Tuli                            499,627(3)            24.16%
Lakhbir S. Tuli                         256,565               12.40
Suneet S. Tuli                          201,399(4)             9.74
Dr. Ajit Singh                               --                  --
Bruce Vallillee                              --                  --
Willem J. Botha                              --                  --

All executive officers and
directors as a group (six persons)      957,591(2)(3)(4)      46.30%

<FN>
<F1>  Unless otherwise indicated, the business address of each beneficial
      owner is 72 Devon Road, Unit #18, Brampton, Ontario, Canada, L6T 5B4.
<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.
<F3>  Includes (i) 50,000 Common Shares issuable upon exercise of currently
      exercisable options at a price of $8.50 per share and 12,500 shares
      issuable upon exercise of currently exercisable warrant at a price of
      $8.50 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.
<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 $8.50 per share.
</FN>
</TABLE>

Item 12.  Certain Relationships and Related Transactions

In November 1995, we entered into an indemnification agreement
with Raja Tuli, Suneet Tuli, Lakhbir Tuli and the Whale Securities Co.,
L.P., the underwriter of our initial public offering ("Whale") pursuant to
litigation commenced by Mr. Sam Debs. In February 1996, we settled the Debs
litigation for $185,000. In connection therewith Raja Tuli, Suneet Tuli and
Lakhbir Tuli each contributed 1,842, 940 and 1,240 shares, respectively, to
Widecom to be held as treasury stock.

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 Widecom and
Innovatech purchased 450 shares of the Class A Common Stock of 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.

In connection with the transaction, we licensed all of our patents,
software 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
us an exclusive perpetual worldwide (with the exception of the Province of
Quebec, Canada) license to use such 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 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.

Although we believe that the foregoing transactions were on terms no less
favorable than would have been available from unaffiliated third parties in
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.

During fiscal 1999, Raja S. Tuli Consulting loaned us a total of $25,333 in
order to relieve cash flow pressure for three specific payroll periods.  We
have repaid that indebtedness by way of board of directors approval of a
transfer of 11,893 of our common shares.

During fiscal 1999, we decided, in consultation with counsel and investment
market entities, to add additional technology assets to our portfolio.
Specifically, we felt that we would benefit from exposure to a wider
spectrum of available computer peripherals outside the wide format niche.
Our management decided that it would be in our best interest to acquire a
small format photo printer technology developed by a corporation owned by
Raja S. Tuli.  Management agreed in principle to the acquisition on
September 11, 1998 which was subsequently approved by a vote of the
independent shareholders.

Item 13.  Financial Statement Schedules, Reports on Form 8-K, Exhibits

(a)   Exhibits

      See Exhibit Index

(b)   Reports on Form 8-K During Fiscal 1999

      Form 8-K, dated June 21, 1999, was filed  with the Securities and
      Exchange Commission in connection with the replacement of our
      independent auditors.


                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Widecom has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date:  July 13, 1999                   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
----                                           -----                             ----

<S>                               <C>                                         <C>
/s/RAJA S. TULI                   President, Chief Executive Officer,         July 13,1999
Raja S. Tuli                      Director (Principal Executive Officer)


/s/ WILLEM J. BOTHA               Treasurer and Chief Financial Officer       July 13,1999
Willem J. Botha                   Principal Financial and
                                  Accounting Officer

/s/ SUNEET S. TULI                Executive Vice-President,                   July 13,1999
Suneet S.Tuli                     Marketing, Secretary and Director

/s/ BRUCE D. VALLILLEE            Director                                    July 13, 1999
Bruce D. Vallillee

/s/ AJIT SINGH                    Director                                    July 13, 1999
Ajit Singh

/s/ LT. COLONEL K.C. SHARMA       Director                                    July 13, 1999
Lt. Col. K.C. Sharma
</TABLE>

                                EXHIBIT INDEX

The exhibit designated with an asterisk (*) is filed herewith. All
other exhibits have been previously filed with the Commission and, pursuant
to 17 C.F.R. Secs. 201.24 and 240.12b-32, are incorporated by reference to
the document referenced in brackets following the descriptions of such
exhibits.

<TABLE>
<CAPTION>
EXHIBIT NO.      DESCRIPTION
-----------      -----------

   <C>           <S>
   3.1           Articles of Incorporation of Registrant, as amended
                 (Exhibit 3.1 to Form F-1 Registration Number 33-78004,
                 filed May 6, 1994)

   3.2           By-Laws of Registrant, as amended (Exhibit 3.2 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           Form of 8% Convertible Debentures purchased by Global
                 Bermuda Limited Partnership, a Bermuda Limited Partership
                 (Exhibit 4.1 to Form F-1 Registration Number 33-78004,
                 filed August 5, 1994)

   4.8           Representative's Warrant to Purchase Shares of Common
                 Stock (Exhibit 4.2 to Form F-1 Registration Number
                 33-78004, filed August 5, 1994)

  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)

  10.5           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)

  10.6           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)

  10.7           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)

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

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

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

  27*            Financial Data Schedule


                           THE WIDECOM GROUP INC.
                      CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED MARCH 31, 1998 and 1999
                         (in United States dollars)


                           THE WIDECOM GROUP INC.
                      CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED MARCH 31, 1998 and 1999
                         (in United States dollars)

                              TABLE OF CONTENTS

Auditors' Report
Consolidated Balance Sheets                                             1
Consolidated Statements of Operations                                   2
Consolidated Statements of Shareholders' Equity                         3
Consolidated Statements of Cash Flows                                   4
Summary of Significant Accounting Policies                         5 - 19


Schartz Levitsky Feldman llp
CHARTERED ACCOUNTANTS
TORONTO, MONTREAL, OTTAWA

AUDITORS' REPORT

To the Shareholders of
The WideCom Group Inc.

We have audited the consolidated balance sheet of The WideCom Group Inc. as
at March 31, 1999 and the consolidated statements of operations,
shareholders' equity and cash flows for the year ended March 31, 1999.
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the consolidated financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
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.

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the company as at March 31,
1999 and the results of its operations and the changes in its cash flows for
the year ended March 31, 1999 in accordance with generally accepted
accounting principles in the United States.

The consolidated balance sheet of The WideCom Group Inc. as at March 31,
1998 and the consolidated statements of operations, shareholders' equity and
cash flows for the years ended March 31, 1998 and 1997 were audited by
another firm of Chartered Accountants with an unqualified audit report
issued thereon.


Toronto, Ontario
July 5, 1999  Chartered Accountants

1167 Caledonia Road
Toronto, Ontario M6A 2X1
Tel:   416 785 5353
Fax:   416 785 5663

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


</TABLE>
<TABLE>
<CAPTION>
March 31                                          1998             1999
--------------------------------------------------------------------------

<S>                                           <C>              <C>
Assets

Current assets
  Cash and cash equivalents                   $   692,833      $   156,193
  Accounts receivable (Note 1)                    579,060          552,901
  Inventory (Note 2)                            1,301,522        1,175,112
  Prepaid expenses                                 88,947           40,926
  Advances to related parties (Note 3)            180,930          225,418
  Deferred financing costs                              -           49,813
                                              ----------------------------
Total current assets                            2,843,292        2,200,363
Capital assets (Note 4)                         1,749,312        1,453,963
  Purchased research and development
   technology (Note5)                                   -           78,777
Investment in affiliate (Note 6)                1,058,586          545,113
                                              ----------------------------
Total assets                                  $ 5,651,190      $ 4,278,216
                                              ----------------------------

Liabilities and Shareholders' Equity

Current Liabilities
  Bank indebtedness (Note 7)                  $   201,114      $   264,022
  Accounts payable and accrued
   liabilities (Note 8)                         1,013,132        1,299,454
  Loans from related parties (Note 3)                   -           64,939
  Convertible debentures (Note 9)                 200,000          342,478
                                              ----------------------------
Total current liabilities                       1,414,246        1,970,893
                                              ----------------------------

Shareholders' equity (Note 10)
  Common shares
    5,000,000*  shares authorized of no par
                value
    1,477,320*  shares issued and outstanding
                on March 31,1998
    2,068,400*  shares issued and outstanding
                on March 31, 1999              12,982,715       13,577,841
  Contributed surplus                             159,825          159,825
  Deficit                                      (8,647,983)     (10,892,334)
  Accumulated other comprehensive loss
   (Note 11)                                     (257,613)        (538,009)
                                              ----------------------------
                                                4,236,944        2,307,323
                                              ----------------------------
Total liabilities and shareholders' equity    $ 5,651,190      $ 4,278,216
==========================================================================

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

   See accompanying summary of significant accounting policies and notes
   to these Consolidated Financial Statements

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

<TABLE>
<CAPTION>
For the years ended March 31                         1997          1998            1999
-----------------------------------------------------------------------------------------

<S>                                              <C>            <C>            <C>
Revenue
  Product sales                                  $ 1,678,933    $ 2,890,443    $ 2,575,935
  Research and development grants                          -         24,567        479,821
  Interest income                                    141,780        138,794         19,853
                                                 -----------------------------------------

Total revenue                                      1,820,713      3,053,804      3,075,609
                                                 -----------------------------------------
Expenses
  Cost of product sales                              459,026        809,935        726,909
  Research and development                           614,663         99,266        134,248
  Selling, general and administrative              3,733,016      3,604,538      3,112,056
  Interest and bank charges                           42,399         49,431         51,504
  Management fees and salaries                       321,209        398,804        333,743
  Amortization                                       503,359        489,733        362,108
  Foreign exchange loss (gain)                             -         36,119        (11,968)
                                                 -----------------------------------------
Total expenses                                     5,673,672      5,487,826      4,708,600
                                                 -----------------------------------------
Operating loss                                    (3,852,959)    (2,434,022)    (1,632,991)

Legal settlement costs (Note 15(b))                        -       (309,375)      (158,741)
Equity in loss of affiliate                         (121,971)      (592,468)      (452,619)
Writedown of goodwill                               (576,000)             -              -
                                                 -----------------------------------------
Loss before income taxes                          (4,550,930)    (3,335,865)    (2,244,351)
Provision for (recovery of) income taxes
 (Note 12)
  Deferred                                           (63,106)             -              -
                                                 -----------------------------------------

Net loss for the year                            $(4,487,824)   $(3,335,865)   $(2,244,351)
                                                 =========================================

Loss per common share, basic and
 diluted (Note 10(f))                                  (3.96)         (2.36)         (1.28)
                                                 =========================================
Weighted average number of shares
 outstanding *                                     1,133,396      1,416,047      1,749,386
==========================================================================================

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

   See accompanying summary of significant accounting policies and notes
   to these Consolidated Financial Statements

                                                    The WideCom Group Inc.
                           Consolidated Statements of Shareholders' Equity
                                                (in United States dollars)
                            For the years ended March 31, 1997, 1998, 1999

<TABLE>
<CAPTION>
                                                                         Retained          Other           Total
                                           Common      Contributed       Earning       Comprehensive    Shareholders'
                                           Shares        Surplus        (Deficit)          Loss            Equity
---------------------------------------------------------------------------------------------------------------------

<S>                                      <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)

Foreign currency
 translation adjustment                            -            -                -         (54,325)         (54,325)
                                         --------------------------------------------------------------------------
Balance, March 31,1998                   $12,982,715     $159,825      $(8,647,983)      $(257,613)     $ 4,236,944
Warrant exercise costs reversal               97,907            -                -               -           97,907
Shares issued for corporate
 indebtedness (294,117)                      200,000            -                -               -          200,000
Shares issued for investment
 in wholly owned subsidiary (125,000)*        93,750            -                -               -           93,750

Class action settlement (59,751)*             83,457            -                -               -           83,457
Conversion of convertible
 debentures  (17,213)*                        50,000            -                -               -           50,000

Conversion of convertible
 debentures    (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
===================================================================================================================

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

   See accompanying summary of significant accounting policies and notes
   to these Consolidated Financial Statements

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

<TABLE>
<CAPTION>
For the years ended March 31                                1997            1998            1999
---------------------------------------------------------------------------------------------------

<S>                                                     <C>             <C>             <C>
Cash provided by (used in)

Operating activities
  Loss for the year                                     $(4,487,824)    $(3,335,865)    $(2,244,351)
    Add (deduct) item not requiring a cash outlay
      Amortization                                          503,359         489,733         362,108
      Foreign exchange loss (gain)                                -          36,119         (11,968)
      Deferred income taxes recovery                        (63,106)              -               -
      Shares issued to settle lawsuits                            -         355,158         158,741
      Writedown of goodwill                                 576,000               -               -
      Equity in loss of affiliate                           121,971         592,468         452,619
      Net changes in non-cash
       working capital balances related to operations
      Decrease (increase) in accounts receivable           (333,048)        160,122           7,988
      Decrease in research
       and development grants receivable                          -         687,307               -
      Decrease (increase) in inventory                     (764,646)       (133,663)         49,882
      Increase (decrease) in accounts payable
       and accrued liabilities                              982,544        (308,983)        551,213
      (Decrease) increase in prepaid expenses               (31,453)          8,969         (42,920)
                                                        -------------------------------------------
                                                         (3,496,203)     (1,448,635)       (716,688)
                                                        -------------------------------------------

Investing activities
  Purchase of capital assets                             (1,108,068)       (540,022)       (153,395)
  Advances to related parties                               (32,033)        (67,523)        (55,330)
  Purchases of shares in wholly-owned subsidiary                  -               -         (93,750)
  Purchase of equity in joint venture                    (1,805,836)              -               -
                                                        -------------------------------------------
                                                         (2,945,937)       (607,545)       (302,475)
                                                        -------------------------------------------

Financing activities
  Increase (decrease) in bank indebtedness                  203,456        (121,954)         75,005
  Shares and warrants issued                              1,298,090       1,978,673         200,000
  Loans from related parties                                      -               -          64,939
  Issuance of convertible debentures                              -         250,000         285,000
                                                        -------------------------------------------
                                                          1,501,546       2,106,719         624,944
                                                        -------------------------------------------
Effect of exchange rate change on cash                      (71,411)         10,808        (142,421)
                                                        -------------------------------------------
Net increase (decrease) in cash during the year          (5,012,005)         61,347        (536,640)
Cash and equivalents, beginning of year                   5,643,491         631,486         692,833
                                                        -------------------------------------------
Cash and equivalents, end of year                       $   631,486     $   692,833     $   156,193
===================================================================================================
</TABLE>

Note: See note 16 for supplementary information

   See accompanying summary of significant accounting policies and notes
   to these Consolidated Financial Statements


                                                    The WideCom Group Inc.
                                Summary of Significant Accounting Policies
                                                (in United States dollars)

March 31, 1998, and 1999
--------------------------------------------------------------------------
Nature of Business      The WideCom Group Inc. ("the Company") was
                        incorporated under the laws of Ontario 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      The accompanying consolidated financial statements
 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 balance
                        sheet items and the average exchange rate for the
                        year for revenues, expenses, gains an losses.
                        Translation adjustments to reporting currency are
                        included in equity as "accumulated other
                        comprehensive loss". (See Note 11).

                        The consolidated financial statements reflect
                        retroactively a backsplit 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.

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

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

Accounting Estimates    The preparation of consolidated 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 materials is defined as
                        replacement and for finished goods as 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.

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 and
                         computer equipment     -  30% declining balance

                        Furniture and fixtures  -  20% declining balance
                        Prototype and jigs      -  20% declining balance

Earning or Loss         The Company has adopted SFAS No. 128,
 Per Share              "Earnings Per Share" which requires that the
                        consolidated financial statements reflect "basic"
                        and "diluted" earning (loss) per share.  Basic
                        earning (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.

Stock Based             SFAS No. 123, "Accounting for Stock-Based
 Compensation           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.

Cash and Equivalents    Cash and cash equivalents include all highly liquid
                        investments with original maturities 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

Foreign Currency        Balances of the Company denominated in foreign
 Translation            currencies and the accounts of its foreign
                        subsidiary are translated into the functional
                        currency as follow:

                        (i)   monetary assets and liabilities at year end
                              rates;

                        (ii)  all other assets and liabilities at historical
                              rates;

                        (iii) revenue and expense transactions at the
                              average rate of exchange prevailing during the
                              year; and

                        (iv)  changes in cash flow at the average rate of
                              exchange prevailing during the year.

                        Exchange gains or losses arising on these
                        translations are reflected in income in the year.

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 to differences between the financial
                        statements carrying amounts and the tax bases of
                        existing assets and liabilities.  When tax credits
                        are available, they are recognized as reductions of
                        current year's tax expense.

Concentrations of       The Company's receivables are unsecured and are
 Credit Risk and        generally due in 30 days.  Currently the Company's
 Business               customers are primarily local, national and
 Concentration          international users of wide format document
                        management systems.  The company's receivables do
                        not represent significant concentrations of credit
                        risk as at March 31 1999 due to the wide variety of
                        customers, markets and geographic areas to which the
                        Company's products are sold.

Fair Value of           The carrying amounts of financial instruments of the
 Financial Instruments  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 and loans from related parties
                        cannot be readily determined because of the nature
                        of their terms.

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

March 31, 1998, and 1999
--------------------------------------------------------------------------

1.    Accounts Receivable

      Accounts receivable consist of:

<TABLE>
<CAPTION>
                                                      1998          1999
                                                    ----------------------

      <S>                                           <C>           <C>
      Trade Receivable                              $612,946      $637,097
      Less: Allowance for doubtful accounts           33,886        84,196
                                                    ----------------------
                                                    $579,060      $552,901
                                                    ======================
</TABLE>

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

2.    Inventory

      Inventory consists of:

<TABLE>
<CAPTION>
                                                   1998            1999
                                                --------------------------

      <S>                                       <C>             <C>
      Raw Materials                             $  967,723      $  689,155
      Work-in-progress                              56,644          13,587
      Finished goods                               277,155         472,370
                                                --------------------------
                                                $1,301,522      $1,175,112
                                                ==========================
</TABLE>

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

3.    Advances to/loans from related parties

      (a)   Advances to related parties are non-interest bearing and are
            expected to be repaid in the next fiscal year as follows:

<TABLE>
<CAPTION>
                                                      1998          1999
                                                    ----------------------

         <S>                                        <C>           <C>
         3294340 Canada Inc. (i)                    $149,696      $196,034
         Shareholders                                 31,234        29,384
                                                    ----------------------
                                                    $180,930      $225,418
                                                    ======================
</TABLE>

         i)   3294340 Canada Inc.

         Advances were made to a company as referred to in Note 6 to
         facilitate research and development activities.  There is no fixed
         term of repayment and the balance is due on demand.

      (b)   During the year, the following non-interest bearing advances
            were made to the company as short-term loans in order to assist
            in certain working capital requirements:

<TABLE>
              <S>                                                  <C>
              Director and officer                                 $29,655
              Shareholder owning more than 5% of
               the outstanding shares                               35,284
                                                                   -------
                                                                   $64,939
                                                                   =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                    1998            1999
                                                  ------------------------

      <S>                                         <C>            <C>
      Sales                                       $ 127,043      $   8,790
      Management fees and salaries                 (398,804)      (333,743)
</TABLE>

       The management fees are paid on a month to month basis to executives
       who comprise senior management of the Company (See also Note 13((c)).

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

4.    Capital Assets

      Capital assets consist of:

<TABLE>
<CAPTION>
                                                 1998                        1999
                                        -----------------------    ------------------------
                                                   Accumulated                 Accumulated
                                        Cost       Amortization     Cost       Amortization
                                        ---------------------------------------------------

      <S>                            <C>           <C>           <C>           <C>
      Machinery, plant and
       computer equipment            $1,941,521    $  842,076    $1,913,903    $1,088,694
      Furniture and fixtures            114,832        44,061       108,065        54,411
      Prototype and jigs                307,500       101,569       289,380       131,563
      Land                               59,785             -        56,262             -
      Building under construction       313,380             -       361,021             -
                                     ----------------------------------------------------
                                     $2,737,018    $  987,706    $2,728,631    $1,274,668
                                     ----------------------------------------------------
      Net book value                               $1,749,312                  $1,453,963
                                     ----------------------------------------------------
</TABLE>

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

5.    Purchased research and development technology

      During the year, the company acquired the rights to a 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") that 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 in the latest stages of
      completion and management estimates that prototyping will commence in
      the fiscal year ending March 31, 2000.  The cost of the technology is
      being amortized on a straight-line basis over 3 years from September
      30,1998.  As at March 31, 1999, the unamortized balance amounted to
      $78,777.

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

6.    Investment in Affiliate

<TABLE>
<CAPTION>
                                                     1998          1999
                                                  ------------------------

      <S>                                         <C>             <C>
      3294340 Canada Inc                          $1,058,586      $545,113
                                                  ------------------------
</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.,
      a Quebec based company, for approximately $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, an economic
      development agency of the government of the Province of Quebec,
      pursuant to which Societe Innovatech du Grand Montreal would be
      permitted, under certain circumstances, to exchange its 45% interest
      for up to 63,250* common shares of the Company.  The Company has a
      commitment to pay a royalty fee based on net revenue ((See also note
      13(b)).  The assets, liabilities, revenue and expenses of 3294340
      Canada Inc. for the years ended 1998, 1999, are as follows:

<TABLE>
<CAPTION>
                                                  1998             1999
                                              ----------------------------

      <S>                                     <C>              <C>
      Current assets                          $ 2,012,857      $ 1,014,554
      Capital and other assets                    650,534          549,339
                                              ----------------------------
                                                2,663,391        1,563,893
      Current Liabilities                         310,977          370,954
                                              ----------------------------
      Net assets                              $ 2,352,414      $ 1,192,939
                                              ----------------------------
      Revenue
        Miscellaneous income                  $   139,171      $    66,287
        Research and development                  545,613          669,857
                                              ----------------------------
                                                  684,784          736,144
      Expenses                                  2,001,420        1,741,963
                                              ----------------------------
      Net loss for the year                   $(1,316,636)     $(1,005,819)
                                              ----------------------------

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

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

7.    Bank Indebtedness

      During 1998 the Company renewed an operating line of credit available
      for approximately $250,000 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, 1999,
      approximately $249,000 (1998-$112,000) was utilized.

      The Company's 1999 and 1998 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>
                                                    1998           1999
                                                 -------------------------

      <S>                                        <C>            <C>
      Trade accounts payable                     $  300,268     $  546,586
      Wages and employee deduction payable           73,338        191,382
      Accrued liabilities                           423,418        371,921
      Accrued litigation costs (Note 10(b))         121,871        189,565
      Accrued warrant exercise costs                 94,237              -
                                                 -------------------------
                                                 $1,013,132     $1,299,454
                                                 -------------------------
</TABLE>

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

9.    Convertible Debentures

      On May 19,1997, the Company completed a private offering of $250,000
      of convertible debentures maturing on May 19, 1998.  The convertible
      debentures bear interest of 8% per annum. In addition, 12,500*
      warrants were also issued in conjunction with these convertible
      debentures.  The holder of the debentures has the right to convert at
      a conversion price equal to the lower of $5 or 80% of the average
      closing bid price of the Company's shares over the past 20 trading
      days.  On February 11, 1998, $50,000 principal plus accrued interest
      was converted into 14,742* common shares.  The warrants are
      exercisable over 3 years at an exercise price of $16 per share.  The
      value attributable to the warrants is not material.  Included in
      accounts payable is accrued interest on the debentures of $25,658.

      On April 24, 1998, the debenture holder converted another $50,000
      principal plus interest into 17,213* of common shares.

      The company is currently in default for the repayment of its remaining
      $150,000 convertible debentures that came due on May 18, 1998.

      The company also 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 at anytime
      following 360 days after the initial closing.

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

10.   Share Capital

      (a)   Authorized

            5,000,000 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 2,068,400* shares outstanding as of March 31, 1999,
            128,463* shares have not been registered by the Company's stock
            transfer agent.

      (b)   Changes to Issued Share Capital

            (i)    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.

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

            (ii)   During 1998, 69,625* 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 has accrued
                   approximately $122,000 for the cost of these shares
                   representing the fair value of the shares on February 2,
                   1998.  The Company has 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.

            (iii)  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.

            (iv)   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.

            (v)    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.

            (vi)   Effective January 29, 1999, the Company's shareholders
                   approved a 1: 4 reverse stock split resulting in
                   1,788,649* common shares outstanding as of that date.

            (vii)  During the fourth quarter of fiscal, 1999, the Company's
                   shareholders also 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.  (see Note 5)

            (viii) During the fourth quarter of fiscal 1999, the Company and
                   its legal counsel approved an amendment to a legal
                   resolution (see note (ii) above). 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 109,466* common shares were issued
                   pursuant to two separate issuances effected pursuant to
                   Company instructions dated February 17, 1999 and May 21,
                   1999 (54,751* and 54,715* respectively).

            (ix)   During the fourth quarter of fiscal 1999, the Company and
                   its legal counsel approved a legal resolution of a
                   lawsuit in the state of Rhode Island between the Company
                   and three individual litigants. The resolution approved
                   by the Board of Directors of the Corporation comprised a
                   transfer of 5,000* of the Company's common shares.

            (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 1/20.5 unit
                   closing after the Company's year end.  95,000* shares
                   were issued pursuant to the placement between February,
                   1999 and year-end on 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)   On March 15, 1999, the Company approved a transfer of
                   8,000* shares by a principal of the corporation to
                   satisfy an outstanding account with a professional
                   service provider. The Company has yet to finalize the
                   terms of repayment, if any, with respect to this equity
                   transfer.

            (xii)  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 an individual
                   principal of the Company in full satisfaction of
                   corporate indebtedness to those parties as approved by
                   the Board of Directors.

            (xiii) In May, 1999, the Company approved a surrender of 4,010*
                   shares from a principal of the Company in full
                   satisfaction of an indebtedness to the company pursuant
                   to an indemnification agreement as approved by the Board
                   of Directors.

            (xiv)  On May 26, 1999, the Company and its legal counsel, with
                   the approval of the Board of Directors, issued an
                   additional aggregate of 19,748* common shares as the
                   final stage of a settlement agreement with the Company
                   ((see note 10(b)(ii) above)).

      (c)   Warrants

            As at March 31, 1999, the Company had 556,911* issued and
            outstanding warrants.  The warrants are exercisable at prices
            ranging from $1.20 to $34.00 with expiry dates between 1999 and
            2009.

      (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 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
            Company's employees stock option 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*.

            As of March 31, 1998, 115,625* employee stock options granted to
            management and employees were outstanding with an exercise price
            of $8.50. Only 16,683 of these options remain unvested but will
            vest before the fourth quarter of fiscal 2000.  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.

            Pro forma information regarding net income and earning per share
            is required by SFAS No. 123, and has been determined as if the
            company had accounted for its employee stock options under the
            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 5.5%;
            dividend yield of 0.0%; volatility factors of the expected
            market price of the Company's common stock of approximately 122%
            (1998 - 200%) and weighted-average expected life of the option
            of 8.5 years.

            The Company's pro forma information follows:

<TABLE>
<CAPTION>
                                    Year Ended      Year Ended      Year Ended
                                     March 31,       March 31,       March 31,
                                       1997            1998            1999
                                    ------------------------------------------

            <S>                    <C>             <C>             <C>
            Net loss
            As reported            $(4,487,824)    $(3,335,865)    $(2,244,351)
            Pro forma               (5,177,824)     (3,840,790)     (2,350,607)

            Net loss per share
            As reported                  (3.96)          (2.36)          (1.28)
            Pro forma                    (4.56)          (2.72)          (1.34)
</TABLE>

      (e)   The activity of the Company's stock option plan is as follows:

<TABLE>
<CAPTION>
                               Options Outstanding             Options Exercisable
                          ----------------------------    ----------------------------
                            Weighted                        Weighted
                          Average Price      Options      Average Price      Options
                            Per Share      Outstanding      Per Share      Exercisable
                          ------------------------------------------------------------

<S>                          <C>             <C>              <C>            <C>
Balance, March 31,1997       $24.64           75,000          24.64           75,000
Granted                        8.50          115,625
Cancelled                     34.00          (25,000)
Cancelled                     20.00          (50,000)
                                             -------
Balance, March 31, 1998        8.50          115,625           8.50           98,942
Granted                        4.00            7,500
Granted                        3.28            1,125
Cancelled                      8.50           (9,667)
                                             -------

Balance, March 31, 1999        8.15          114,583           8.15          104,958
</TABLE>

      (f)   At March 31, 1999, there were 10,417 options available for
            future grants.  As at March 31, 1999, the options
            have a weighted average contractual life of 8.5 years.

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

<TABLE>
<CAPTION>
                                                      1997         1998         1999
                                                   -----------------------------------
            <S>                                    <C>          <C>          <C>
            Shares outstanding at year-end         1,212,105    1,477,320    2,068,400
                                                   -----------------------------------
            Weighted average shares outstanding    1,133,396    1,416,047    1,749,386
                                                   -----------------------------------

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

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

11.   Accumulated other comprehensive loss

      The Company has adopted SFAS No.130 "Reporting comprehensive income"
      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
      shareholders' equity.  The components of comprehensive loss are as
      follows:

<TABLE>
<CAPTION>
                                                        1997              1998              1999
                                                    -----------------------------------------------

      <S>                                           <C>               <C>               <C>
      Net loss                                      $(4,487,824)      $(3,335,865)      $(2,244,351)
      Other comprehensive income loss
        Foreign currency translation adjustments       (195,569)          (54,325)         (280,396)
                                                    -----------------------------------------------
      Comprehensive loss                            $(4,683,393)      $(3,390,190)      $(2,524,747)
                                                    -----------------------------------------------
</TABLE>

      The components of accumulated other comprehensive loss are as follows:

<TABLE>
      <S>                                                        <C>
      Accumulated other comprehensive loss, March 31, 1996       $  (7,719)
      Foreign currency translation adjustment for the year
       ended March 31, 1997                                       (195,569)
                                                                 ---------
      Accumulated other comprehensive loss, March 31, 1997        (203,288)
      Foreign currency translation adjustment for the year
       ended March 31, 1998                                        (54,325)
                                                                 ---------
      Accumulated other comprehensive loss, March 31, 1998        (257,613)
      Foreign currency translation adjustment for the year
       ended March 31, 1999                                       (280,396)
                                                                 ---------
      Accumulated other comprehensive loss, March 31, 1999       $(538,009)
                                                                 =========
</TABLE>

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

12.   Income Taxes

      a)   The components of the provision for income taxes on earning
           before income taxes are as follows:

<TABLE>
<CAPTION>
                                             1997         1998       1999
                                           -------------------------------

          <S>                              <C>           <C>        <C>
          Deferred recovery                $(63,106)     $    -     $    -
                                           ===============================
</TABLE>

      b)   The reconciliation of income taxes calculated at the statutory
           rate of 44.6% to the total tax provision is as follows:

<TABLE>
<CAPTION>
                                                              1997              1998              1999
                                                          -----------------------------------------------

          <S>                                             <C>               <C>               <C>
          Income taxes recovery                           $(2,030,000)      $(1,488,000)      $(1,001,000)
          Items not subject to income tax                     210,000           309,000           406,000
          Permanent difference resulting from the
           Ontario research and development incentive
           deduction                                          (21,000)                -                 -
          Adjustment to valuation adjustment                1,777,800         1,179,000           595,000
                                                          -----------------------------------------------
                                                          $  (63,200)       $         -       $         -
                                                          ===============================================
</TABLE>

            Income tax provision and recovery is related solely to domestic
            operations.  Foreign operations are not subject to taxes (see
            Note 14).

      (c)   Deferred Taxes

            Deferred tax assets have been recorded at current rates as
            follows:

<TABLE>
<CAPTION>
                                                                   1997             1998             1999
                                                               ---------------------------------------------

            <S>                                                <C>              <C>              <C>
            Assets:
              Financing costs                                  $    44,000      $    28,000      $    44,000
              Balance of pool of Scientific Research &
               Development available to reduce taxable
               income for future years                             615,000          582,000          582,000
              Tax losses available to reduce taxable
               income of future years                            1,364,000        2,440,000        2,989,000
              Share issue costs                                    686,000          743,000          743,000
              Excess of amortization on capital assets for
               accounting purposes over amortization
               recorded for tax purposes                           197,000          259,000          289,000
                                                               ---------------------------------------------
                                                                 2,906,000        4,052,000        4,647,000
                                                               ---------------------------------------------
            Less Deferred tax asset valuation allowance         (2,906,000)      (4,052,000)      (4,647,000)
                                                               ---------------------------------------------
                                                               $         -      $         -      $         -
                                                               =============================================
</TABLE>

            The Company has net operating loss carryforwards to reduce
            federal taxable income of approximately $7,565,000 which expire
            from 2004 to 2006.  The Company has net operating loss
            carryforwards available to reduce Ontario taxable  income of
            approximately $8,912,000 which expire during the years 2000
            through 2006.

            The Company has share issue costs amounting to $2,800,000, which
            gives rise to a tax benefit of $743,000 ($743,000 - 1998).  A
            portion of these costs are included in the net operating losses
            carryforwards disclosed above.  When realized, the benefit will
            be recorded as a capital transaction.

13.   Commitments

      (a)   The Company leases premises, office equipment and motor vehicles
            under operating leases expiring in 2003.  The approximate annual
            rental commitments during the lease terms are as follows:

            Year ended March 31 2000                  106,000
            Year ended March 31, 2001                  51,000
            Year ended March 31, 2002                  16,000
            Year ended March 31 2003                    1,000

            Approximate rental expense incurred under operating leases is as
            follows:

            Year ended March 31 1997                  176,000
            Year ended March 31, 1998                 169,000
            Year ended March 31, 1999                 177,243

      (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 also Note
            6).

      (c)   The company has entered into employment contracts with two
            members of management for a total of up to $190,000 in base
            salary per annum plus up to 50% bonus of base salary provided
            certain performance objectives are met.  Amounts paid in 1999
            were approximately $194,000 ($239,000 in 1998).

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

14.   Segmented Information

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

      Description of type of product

      The Company operates through one segment, which is, wide format
      document management systems, comprising 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
      statements of operations and balance sheets are deemed by management
      to be wholly attributable to that segment.

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

<TABLE>
<CAPTION>
                                            Canada           India         Intercompany          Total
                                         ---------------------------------------------------------------

            <S>                          <C>              <C>              <C>               <C>
            For the year ended March 31,1997

            Revenue                      $ 1,329,446      $ 1,357,171      $  (865,904)      $ 1,820,713
            Net loss                      (4,364,854)        (628,877)         505,907        (4,487,824)
            Identifiable assets            6,719,782        2,872,586       (2,667,181)        6,925,187

            For the 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

            For the 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
</TABLE>

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

<TABLE>
<CAPTION>
                                   1997            1998            1999
                                ------------------------------------------

            <S>                 <C>             <C>             <C>
            Canada              $  122,676      $  322,968      $  211,735
            United States          467,766       1,246,270       1,338,704
            Middle East            346,595         312,042         200,711
            Asia                   266,345         322,685         583,077
            Europe                 475,551         686,478         241,708
                                ------------------------------------------
                                $1,678,933      $2,890,443      $2,575,935
                                ==========================================
</TABLE>

      (c)   In the years ended March 31, 1999, 1998 and 1997 no end user
            accounted for more than 5% of the Company's product sales.  In
            1999, approximately 20.3% of the company's product sales were
            made through five distributors, with the largest representing
            approximately 8 %. For the year ended March 31, 1998,
            approximately 43% of the Company's product sales were made
            through five distributors, with the largest representing
            approximately 23.7%.  For the year ended March 31, 1997, sales
            to one major distributor amounted to approximately 27.5% of
            total product sales.

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

15.   Contingent Liabilities

      (a)   The Company has been served with an action claiming 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 as a result.
            The claim, as filed, seeks a total of $15.85 Million in damages
            and is in progress in the Province of Ontario. Resolution
            options remain open and the action is presently scheduled for
            mediation in the fall of 1999.

            Loss, if any, on the above claim will be recorded when
            settlement is probable and the amount of the settlement is
            estimable.

      (b)   During the year, the company settled claims which resulted in
            additional expenses of $158,741 ($309,375 in 1998).

      (c)   In December, 1996, two individuals filed a lawsuit seeking
            60,000 shares and 40,000 warrants.  This action has been
            formally dismissed.  An additional three (3) shareholders have
            also commenced related litigation, alleging purchase 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.  The total number of shares of common stock claimed
            under these suits is less than 15,000.

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

16.   Supplemental Disclosure of Cash Flow Information

      Cash Paid during the year:

<TABLE>
<CAPTION>

                                                     1998          1999
                                                    ----------------------

      <S>                                           <C>           <C>
      Interest                                      $ 41,488      $ 42,711
                                                    ----------------------
      Non monetary transactions during the year:

      Shares issued for investment in subsidiary    $       -     $ 93,750
      Shares issued to settle lawsuits               355,158        83,457
      Shares issued for conversion of debentures      50,000        50,000
                                                    ----------------------
                                                    $405,158      $227,207
                                                    ======================
</TABLE>

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

17.   Subsequent Event

      The company is in the process of closing a private placement approved
      by the Company's board of directors wherein 325,000 common shares of
      the Company were offered at $2.00 per share.  The offering was fully
      subscribed with duly executed subscription documentation provided by
      accredited investors.

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

18.   Uncertainty Due to the Year 2000 Issue

      The Year 2000 Issue arises because many computerized systems use two
      digits rather than four to identify a year.  Date-sensitive systems
      may recognize the year 2000 as 1900 or some other date, resulting in
      errors when information using year 2000 dates is processed.  In
      addition, similar problems may arise in some systems which use certain
      dates in 1999 to represent something other than a date.  The effects
      of the Year 2000 Issue may be experienced before, on, or after January
      1, 2000, and, if not addressed, the impact on operations and financial
      reporting may range from minor errors to significant systems failure
      which could affect a company's ability to conduct normal business
      operations.  It is not possible to be certain that all aspects of the
      Year 2000 Issue affecting the company, including those related to the
      efforts of customers, suppliers, or other third parties, will be fully
      resolved.

      See accompanying summary of significant accounting policies and notes
      to these Consolidated Financial Statements