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, 2002.


                       COMMISSION FILE NUMBER 1-13588

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

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

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

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

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

<TABLE>
<CAPTION>

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

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

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

<TABLE>
<CAPTION>

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

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

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

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

The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant based upon the closing sale
price of Widecom's common stock on the OTC as of March 31, 2002 was
approximately $ 39,503.


The number of shares outstanding of Widecom's common stock on March 31,
2002 was 2,633,585 shares.

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

                                   PART I

FORWARD LOOKING STATEMENTS

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

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

ITEM 1. DESCRIPTION OF BUSINESS

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

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

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

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

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

The Company's Common Stock was delisted from the Nasdaq Small Cap Market
effective the close of business April 10, 2001 for failure to meet
certain minimum net tangible asset requirements.

Further during the current year, due to non submission of Financial
Statements the Company's Common Stock was delisted from the OTC
Bulletin Board and was traded in the Pink Sheets. After submitting
the Financial Statements, the Company's Common stock has been again
listed at the OTC Bulletin Board. The stock continues to trade on the
OTC Bulletin Board
Products

Widecom SLC936-C Color Scanner

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

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

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

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

Traditional document scanners employ camera based lenses that are only
capable of scanning documents up to 12" wide. Traditional wide format
scanners employ multiple camera lenses to capture portions of a
document's image and integrate the images to reproduce a wide format
document. The reproduced document can be distorted by camera-based
scanners, particularly at the edges, and misaligned at the center as
a result of the use of multiple lenses, thereby limiting the reliability
and usefulness of the reproduced document. We believe that our software
and exclusive scanner technology, which enable a single scanner head to
come in contact with the paper, enable our products to scan and produce
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 previous years, we introduced the SLC1036; a more advanced model
of our color scanner that is marketed along side our SLC936 product.
Capable of direct Scan-to-File and Scan-to-Print functions, the SLC1036
has throughput of over 4 inches per second at 400 dpi resolution. At the
monochrome setting, the SLC1036 is capable of scanning a 36" x 48" monochrome
image in less than 12 seconds. The SLC1036 is twice as fast on scans and
output and is available for a 30%. premium in price over our 936 models
and at less than half of the price of the next fastest competitor's scanner.
The resolution of our SLC1036 is up to 1000 dpi. This scanner also employs
our exclusive technology that permits the scanner head to come into contact
with the paper.

SLC972

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

SLC954

During the previous years we announced another ultra-wide format scanner,
the SLC972, a color and monochrome scanner capable of handling documents
up to four and -a-half feet wide (54 inches).

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

Plotter/Printer (WC 936P)

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

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

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

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

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

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

Original Equipment Manufacturers Components

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

Software and Accessories

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

Formation of New Posternetwork Business Line

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

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

Diprin, Inc.

Diprin had been actively researching and developing portable photo-printer
technology for which a patent application is currently pending. We believe
that the cost of this technology is extremely low in comparison to the
potential revenues to be derived from potential sales of the portable
photo-printer and additional potential revenue from consumables that will
be marketed along with the product.

Marketing and Sales

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

1.Generally, our distributor agreements are for a term of two to three
years and grant the distributor the right to market our products within
a specified territory during the term of the agreement.

We sell products to distributors at discounts when compared to end user
price of the products. These discounts rarely exceed 40% of the list price
and rarely approach 25%. For the years ended March 31, 2000,2001 and 2002
our five largest distributors accounted for approximately 27.7%,25.8% and
32%, respectively, of our overall product sales.

No single distributor represented more than 18% of our sales for our fiscal
year ended March 31, 2002. During the years ended March 31, 2000,2001 and
2002, sales by distributors accounted for approximately 96.4%, 89.5% and
92.5%, respectively, of our product sales.

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

REGIONAL SALES BREAKDOWN

<TABLE>
<CAPTION>

 YEAR ENDED MARCH 31,
	-----------------------------------------------------------------
      	 		2000                   2001			2002
			-----------------    -------------------     ------------------
REGION       	 	AMOUNT    %      AMOUNT     %      AMOUNT        %
             		- ------ ------    ---     ------    ---   ------     ---
		
     <c>           <c>      <c>           <c>      <c>          <c>

United States  		$1,535,204   59.9    $722,943   45.7	$295,702	48.44
Middle East       	117,733    4.6     173,587   11.0	  60,954	 9.99
Asia   	      		286,394   11.2     364,700   23.1	 117,248	19.21
Europe            	355,385   13.9     167,931   10.6	  78,061	12.79
Canada          	267,559   10.4     152,630    9.6	  58,464	 9.57
 	   		----------   -----  ----------  -----  ---------    -----
Total 	   		$2,562,275  100.0   $1,581,791 100.0   $610,429	 100.0
   			==========   =====  ==========  =====  ==========   =====
</TABLE>

Warranty, Service and Maintenance

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

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

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

Manufacturing

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

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

Competition

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

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

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

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

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

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

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

      *    our ability to continually enhance and improve our products;

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

      *    to successfully develop and market these new products.

There can be no assurance:

      *    that we will be able to compete successfully;

*    that competitors will not develop technologies or products
that could render our products obsolete or less marketable; 		or
      *    that we will be able to successfully enhance our existing
           products or develop new products to continue to compete.

Intellectual Property

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

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

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

We are also unable to speculate as to our chances for success in the event of
any infringement-related litigation or our potential ability to license any
infringed patents of third parties on commercially reasonable terms, or at all.
If our technologies were found to infringe another party's rights, we could be
required to modify our products or obtain a license. There can be no assurance
that we would be able to do so in a timely manner, upon acceptable terms and
conditions, or at all. Further, there can be no assurance that we would have
the financial or other resources necessary to successfully defend a claim for
the violation of proprietary rights.
We have not yet formally filed for copyright protection of our software
and may not pursue such activities in the future. We hold a registered
trademark with the United State Patent and Trademark Office.

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

Employees

As of March 31, 2002, our North American operations had 10 full-time
employees, including sales staff and administrative personnel. We also
employ 89 people at a manufacturing facility in India and work with our
wholly owned Indian subsidiary. Neither Widecom nor our subsidiary is a
party to any labor agreements and none of our employees are represented
by a labor union. At present, we believe our employee relations to be
satisfactory.

Effect of Government Regulation

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

Enforcement of Civil Liabilities

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

Item 2. Description of Properties

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

We lease the following properties:

1,050 square feet at 37 George St. N., Unit #103, Brampton, Ontario, Canada,
under a five-year lease entered into in 2001, and 7,000 square feet in the
Free Trade Zone. The current annual rents are $23,357.64 and $15,200,
respectively. During the current year another property at 45, Rail Road,
Brampton, Ontario, Canada was leased for 3 yrs. The current annual rent
for the said property is $4800.

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

Item 3. Legal Proceedings

 An additional three shareholders have also commenced related litigation,
alleging purchases of our securities from the previously noted two individuals,
who are named as co-defendants. We have filed and received default judgments on
our cross-claims against the two individual co-defendants. As the value of our
common stock has decreased substantially in recent months, we may not be able
to settle the outstanding suits through issuance of stock.  The 3 shareholder
suits claim collectively almost $1 million.

We have been served with legal papers claiming breach of contract less than
two specific joint venture and development agreements to use and distribute
various iterations of software components, which the claimant alleges is its
sole property. The title of the action is Nexsys Consulting, Inc. and Tern
Solutions Group Corp. v. The Widecom Group, Inc. The action claims damages
for breach of contract and copyright and trademark infringement. The claim
has been settled for a cash payment of Canadian $5,000 plus 100,000 shares.
Payment of Canadian $5,000 has been made.

Any significant litigation matter is set out in the contingent
Liabilities section of our annual financial statement.

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 counsel. These matters are neither significant
nor material.

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


No matters were submitted to a vote of our security holders during our
Fiscal year ended March 31, 2000, March 31, 2001 or March 31, 2002.

PART II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

The Company's common stock and warrants are quoted on the Nasdaq Bulleting
Board under the symbols "WIDE" and "WIDWF", respectively, and on the Boston
Stock Exchange under the symbols "WDE" and "WDEW". The table below
represents the quarterly high and low closing prices for our common
stock and warrants as reported through March 31, 2002.The prices listed in
this table reflect quotations without adjustment for retail mark-ups,
markdowns, 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, 2002 was 98
and 16. Our advisers firmly believe that the actual number of beneficial
holders of our common stock and warrants is in excess of 500.

<TABLE>
<CAPTION>

                           	COMMON STOCK           WARRANTS
                           	High        Low       High     Low
                          	<c>          <c>        <c>      <c>
1998
First Quarter (Jan.1-Mar.31/98) 	7           2.5        1.5      1.5

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

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

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

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

STATEMENT OF EARNINGS DATA:

<TABLE>
<CAPTION>

 YEAR ENDED MARCH 31,
------------------------------------------
   				     2000           2001	 2002
  			     	     ----           ----           ----


                             <c>             <c>             <c>
Total Revenue                   $ 2,572,711   $1,584,388    $610,834
Product Sales                     2,562,275    1,581,791     610,429
R & D grants                            nil          nil         nil
Total Expenses                    3,845,337    2,470,077   1,044,387
Net Earnings (Loss)              (1,500,840) (1,042,414)   (592,746)
Net Earnings(loss)	              (0.61)      (0.40)       0.23)
Weighted average shares
 outstanding                       2,443,730    2,591,418   2,591,418

BALANCE SHEET DATA:

<CAPTION>

						     MARCH 31,
				 	----------------------------------------
				2000            2001		2002
				----            ---            ----

                            <c>             <c>             <c>
Working Capital              $ 237,653      (168,333)     (522,087)
Total Assets                 3,435,361       2,433,456     1,626,691
Total Liabilities            1,568,610       1,762,320     1,566,339
Retained earnings(deficit)  (12,393,174)    (13,435,588)  (14,028,334)
Shareholders' equity          1,866,751         671,136       60,352

</TABLE>

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

OVERVIEW

Since inception, we have generated limited revenues from operations and
Have not yet achieved significant profitability. Our revenues are primarily
derived from product sales that are recognized for accounting purposes when
products are shipped.  We have limited revenue from operations, significant
losses and have a significant deficit.  Due to limited cash resources, we
have often relied on cash infusions from management to meet ongoing
obligations.  There is no certainly that such access to funds will be
available to us in the future.  In order to reduce our losses, we have
significantly reduced Selling, General and Administrative costs.  We
expect this to have a reduction on sales.

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

In February 2000, we established a majority-owned subsidiary,
Posternetwork.COM Inc., to engage in the business line of offering an
online printing service. Posternetwork is currently engaged in
organizational and financing activities.

IMPACT OF CURRENCY EXCHANGE RATES

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

RESULTS OF OPERATIONS

YEAR ENDED MARCH 31, 2002 COMPARED TO YEAR ENDED MARCH 31, 2001

Revenues for the year ended March 31, 2002 were $610,834, a 38% decrease,
as compared to $1,584,388 for the year ended March 31, 2001. This
decrease was attributable to a decrease in product sales as we reduced
selling and related expenditures.

Operating expenses for the year ended March 31, 2002 were $1,044,387, a
decrease of $1,425,690, or 42%, as compared to $2,470,077 for the year
ended March 31, 2001. The decrease in operating expenses, is primarily
attributable to decreases in selling, general and administrative ("SG&A")
costs and management costs.  In our affiliate NovImage,our share of loss
in equity in this affiliate was $159,193 for this compared to $156,725 in
the previous year.

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

Amortization expense for the fiscal year ending March 31, 2002 was
$118,966 compared to $215,603 for the year ending March 31, 2001.
Management fees decreased from $258,090 for the year ending March 31,
2001 to $107,285 for the year ending March 31, 2002 as management was
paid at reduced rates.

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, 2002, we had working capital of $(522,087), as compared to $(168,333)
at March 31,2001.

In February 2002, the Royal Bank of Canada (RBC) served through its attorneys
a notice upon the company demanding immediate repayment of the outstanding debt.
A few weeks later RBC accepted a settlement offer made by the Company's
management. Subsequent to the Balance Sheet date, however, RBC reneged, and
Widecom threatened legal action against RBC for breach of contract. In response,
RBC agreed to consider Widecom's revised offer (a) to make an initial payment of
CAD$20,000 followed by a monthly payment of CAD$5000 until the
entire amount has been settled, and (b) a personal guarantee of
CAD $20,000 by one of the executives of the Company.
As of the date of the audit report, the matter has remained
unresolved, pending a firm response from RBC.

In the event of a non-acceptance by RBC of the Company's
revised offer, management may have to resort to legal action against
the bank, the outcome whereof, at this present time (i.e. the date
of the audit report) is extremely hard to predict.

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

Our cash requirements in connection with manufacturing and marketing will
continue to be significant. We do not have any material commitments for
capital expenditures. We believe, based on our current plans and assumptions
relating to our operations, projected cash flow from operations may not be
sufficient to satisfy our contemplated cash requirements for the foreseeable
future. We have relied on investments from management to cover our short falls
in the last fiscal year, such investment may not be available to us in the
future.  In the event that our plans or assumptions change, or prove to be
incorrect, or if the projected cash flows otherwise prove to be insufficient
to fund  operations (due to unanticipated expenses, delays, problems or
otherwise), we could be required to seek additional financing sooner than
currently anticipated. There can be no assurance that this additional
financing will be available to us when needed, on commercially reasonable
terms, or at all.
Nasdaq

The Company's Common Stock was delisted from the Nasdaq Small Cap Market
effective the close of business April 10, 2001 for failure to meet certain
minimum net tangible asset requirements. The stock continued to trade on
the OTC Bulletin Board.

Further during the current year, due to non submission of Financial
Statements the Company's Common Stock was delisted from the OTC Bulletin
Board and was traded in the Pink Sheets. After the submitting of the
Financial Statements, the Company's Common stock has been again listed
at the OTC Bulletin Board. The stock continues to trade on the OTC
Bulletin Board.


ITEM 7. Financial Statements

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

      Report of Chartered Accountants;
      Consolidated Balance Sheets as of March 31, 2002, 2001;
      Consolidated Statements of Operations for the years ended March
31,2002,2001, 2000;
      Consolidated Statements of Stockholders' Equity for the years
       ended March 31, 2002, 2000,1999;
      Consolidated Statements of Cash Flows for the years ended March
31, 2002, 2001, 2000;
      Summary of Significant Accounting Policies; and
      Notes to Consolidated Financial Statements.

Item 8. Change in Accountants


We intend to have Zafar H. Siddiqui CA continue to serve as our
accountant and auditors for the fiscal year ending March 31, 2003.

PART III

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

Our directors and executive officers are as follows:

<TABLE>
<CAPTION>

NAME                        AGE     POSITION


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

Willem J. Botha             65      Chief Financial Officer and Treasurer

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

Lt. Colonel K.C. Sharma     60      Director

</TABLE

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

Willem J. Botha has been our Chief Financial Officer and Treasurer since
September 1993. From 1989 to September 1993, Mr. Botha was an independent
accounting consultant. From 1985 to 1989, Mr. Botha was employed by Motorola
Information Systems, a manufacturer of data communications equipment, most
recently as its Director of Accounting Services. From 1982 to 1985,
Mr. Botha was an independent financial consultant. Mr. Botha was the
Secretary and Treasurer and a Director of Alcon Canada Inc., a
pharmaceutical company, from 1980 to 1982. From 1976 to 1980,
Mr. Botha was the Controller and Chief Financial Officer for
Bell & Howell Limited, a manufacturer of electronic photographic
products, and from 1969 to 1976 Mr. Botha was the Controller for
Wyeth Ltd., a pharmaceuticals company. Mr. Botha received a
Certificate in Theory of Accounting from the University of
South Africa, is a Chartered Accountant and a resident Canadian
national.
Suneet S. Tuli has been Executive Vice President, Sales and Marketing,
and corporate Secretary since September 1993 and one of our director's
since October 1992. He was our Marketing manager from June 1990 to
August 1993. Mr. Tuli received a Bachelor of Science degree in Civil
Engineering from the University of Toronto in April 1990 and is a
resident Canadian national. Mr. Tuli is the brother of Raja S. Tuli.

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

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

None of our directors received any compensation for such services as a
director during our year ended March 31, 2002. Directors who are
Widecom employees receive no compensation for serving on the Board of
Directors. Non-employee directors are reimbursed for their out-of-pocket
expenses in attending Board meetings and a per diem.

Item 10. EXECUTIVE COMPENSATION

The following table sets forth the compensation we have paid or
accrued for the benefit of those persons earning over $80,000.00
USD and serving as one of our corporate officers for the year ended
March 31, 2002:

                       2002 SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

	Name     	Salary & Commission    Consulting Fees    Shares In Lieu  Total


          <c>                <c>                   <c>            <c>
Raja S. Tuli    	$52,732            	Nil          	Nil         52,732
(President & C.E.O.)

Suneet S. Tuli  	$52,733            	Nil                Nil         52,733
Secretary, V.P.-
Sales & Marketing)

<FN>
- --------------------
<F1>   Such amounts were paid by Widecom to a consulting company owned 	by the
respective officers of the company for the year ended 	March 31, 2002.
The consulting fees were for software 	development services provided by
these companies.  The salary and 	consulting fees collectively do not
exceed the compensation paid 	to these officers as allowed by their employment
agreements with 	the company.  These employment agreements expired in June, 2000.
</FN>
</TABLE>

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

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

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

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

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

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

<TABLE>
<CAPTION>

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


                                         <c>                      <c>
Raja S. Tuli                                540,437(3)            20.5%
Lakhbir S. Tuli                             111,533                4.2
Suneet S. Tuli                              222,207(4)             8.4
Willem J. Botha                                 ---                ---
All executive officers and directors
as a group (six persons)                    874,177(2)(3)(4)      33.2%
<FN>- --------------------
<F1>  Unless otherwise indicated, the business address of each beneficial
owner is 37 George St. N., Suite 103, Brampton, Ontario, Canada,L6X 1R5.
<F2>  Except as indicated by footnote, the persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them. Each beneficial owner's percentage
ownership is determined by assuming that convertible securities, options or
warrants that are held by such person (but not those held by any other person)
and which are exercisable within 60 days of the date hereof have been exercised.
Lakhbir S. Tuli is the father of Raja S. Tuli and Suneet S. Tuli.  None of them
have beneficial ownership over each others shares.
<F3>  Includes (i) 50,000 Common Shares issuable upon exercise of currently
exercisable options at a price of $4.00 per share and 12,500 shares $4.00 per
share, and (ii) 8,125 shares owned by Diversified Investors Capital Services of
North America, Inc., a New York corporation,16,875 shares owned by Pyrotech
Limited, a Cayman Islands corporation, and 1,223 shares owned by Donald J. Schattle,
respectively, as to which Mr. Tuli has voting rights pursuant to a exchange
agreement. Also includes 40,810 shares held by RST Consulting Ltd.
<F4>  Includes 12,500 Common Shares issuable upon exercise of currently
      exercisable options at a price of $8.50 per share and 12,500
Common Shares issuable upon exercise of currently exercisable
warrant at a price of $4.00 per share. Also includes 20,808
shares held by SST Consulting Ltd.
</FN>
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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

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

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



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

The Company has accrued debts for unpaid salaries, consulting fees,
investments and related costs in favor of members of management in the
aggregate amount of $803,811 as of the year ended March 31, 2002.
Management's total compensation is paid partly in salary and partly
through consulting fees. The consulting fees are paid for software d
evelopment services provided by firms wholly owned by the respective
officer.

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) REPORTS ON FORM 8-K during Fiscal 2001

	No 8-K has been filed during the current year.

(b) EXHIBITS

See Exhibit Index.

                                  EXHIBITS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                 SIGNATURES

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


Date:  July 8,2002                  THE WIDECOM GROUP INC.

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

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

<TABLE>
<CAPTION>

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


                        <c>                                      <c>
RAJA S. TULI              President, Chief Executive Officer,
- ----------------------- Director (Principal Executive Officer) July 9,2002
Raja S. Tuli

/s/ WILLEM J. BOTHA       Treasurer and Chief Financial Officer  July 9,2002
- -----------------------   (Principal Financial and Accounting Officer)
Willem J. Botha

/s/ SUNEET S. TULI         Executive Vice-President,      July 9,2002
- -----------------------    Marketing, Secretary and Director
Suneet S. Tuli

/s/ COLONEL K.C. SHARMA    Director                 July 9,2002
- -----------------------
Col. K.C. Sharma

</TABLE>