`THE WIDECOM GROUP INC.

			Consolidated Financial Statements
			For the years ended March 31, 2002 and 2003
			Together with the Report of Independent  Auditors

				TABLE OF CONTENTS

Report of Independent Auditors						3

Consolidated Balance Sheets							4

Consolidated Statements of Operations						5

Consolidated Statements of Stockholders' Equity					6

Consolidated Statements of Cash Flows						7

Notes to Consolidated Financial Statements					8 to 17


															Page 3

The WideCom Group Inc.

Report of Independent Auditor

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

I have audited the accompanying consolidated balance sheets of the
The WideCom Group Inc. (incorporated in Ontario, Canada) as of March 31,
2001 and 2002 and the related consolidated statements of operations, cash
flows and changes in stockholders' equity for the years ended March 31,
2001 and 2002. These consolidated financial statements are the
responsibility of the management of The Widecom Group Inc. My
responsibility is to express an opinion on these consolidated financial
statements based on my audit.

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

Subsequent to the balance sheet date, a court in the United States
of America held the Company liable to pay damages to an individual,
amounting to $593,000. The Company is filing a petition for retrial.
The potential effect of this judgement has not been ascertained or
incorporated in these financial statements as management is confident
of a favorable outcome from the retrial.

Substantial doubts exist as to the Company's ability to generate
sufficient cash flows from operations in order to continue to meet
its obligations and commitments without the continuing financial
support from its major shareholders.

In my opinion,  except for the adjustments to the financial statements
or notes thereto, as might have been determined to be necessary had it
been concluded that the Company did not have a strong enough case for
expecting a favorable outcome from the ensuing retrial, and subject
to continued financial support from the Company's major shareholders,
the consolidated financial statements referred to above present fairly,
in all material respects, the financial positions of The WideCom Group
Inc. as of  March 31, 2002 and 2003 and the results of its operations
and its cash flows for the years ended March 31, 2002 and 2003, in
conformity with generally accepted accounting principles in the United
States of America.

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


Mississauga, Ontario
July 14, 2003


Zafar Hussain Siddiqui
CHARTERED ACCOUNTANT






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

"March, 31 "					2002		2003
Current Assets				Notes
Cash and cash equivalents			18,048	        5,421
Accounts receivable 			1      232,454	      135,746
Inventory				2      534,042	      146,807
Prepaid expenses			        21,489	       13,886
Advances to related parties	3, 6(b)	       237,258		  -
Deferred financing costs			   961		  -

Total Current Assets			     1,044,252	      301,860

Capital Assets 				4      582,439        526,821

Total Assets				     1,626,691        828,681


Liabilities & Stockholders' Equity

Current Liabilities
Bank indebtedness			7       99,735	      141,411
Accounts payable & accrued liabilities	8      480,952        528,095
Loans from related parties		3      803,811	    1,081,209
Convertible debentures			9      181,841	      197,954

Total Current Liabilities		     1,566,339      1,948,669

Stockholders' Equity			10

Common shares
5,000,000*  shares authorized of no par value
2,633,585*  shares issued and outstanding
            on March 31, 2001
2,633,585*  shares issued and outstanding
            on March 31, 2002


					     14,711,179	    14,711,179
Contributed surplus				159,825        159,825
Deficit					    (14,028,334)   (15,222,927)
Cumulative other comprehensive loss	11     (782,318)      (768,065)
                                             -----------   ------------
					         60,352	    (1,119,988)
                                             -----------   ------------
Total Liabilities & Stockholders' Equity      1,626,691        828,681

      *  Adjusted for reverse split of Company's Stock (1:4) on January 29, 1999.
The accompanying notes are an integral part of the consolidated financial statements.


Page 4

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

For the years ended March 31		2001	         2002	       2003

Revenue
    Product sales			1,581,791	   610,429       538,035

Cost of Sales
  Cost of products sold			  522,876	   122,568	 155,842
  Amortization				  215,603	   118,966	  55,619
                                        ----------        ---------      ---------
					  738,479	   241,534	 211,461

Gross Profit				  843,312	   368,895	 326,574

Expenses
    Research and development		  130,719	   280,670	 529,859
    Selling, general & administrative	1,284,242          461,972	 927,066
    Interest and bank charges		   58,547	    11,176	   5,480
    Interest earned			   (2,597)	      (405)	    (393)
    Management fees & salaries		  258,090	   107,285	  56,301
    Foreign exchange loss (gain)	     -	           (58,250)	   2,854

Total Expenses				1,729,001	   802,448     1,521,167

Operating loss				 (885,689)	  (433,553)   (1,194,593)

Equity in loss of affiliate		 (156,725)	  (159,193)	    -

Net loss for the year		       (1,042,414)	  (592,746)   (1,194,593)

Loss per common share, basic
       and diluted		10(f)	    (0.40)	    (0.23)        (0.46)

Weighted average number of
shares outstanding*			2,591,418	 2,591,418     2,591,418

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



Page 5

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

For the years ended March 31, 2001, 2002 and 2003
                                                          	  Other         Total
                            Common	Contributed		  Comp.	        Stockholder
                            Shares	Surplus	      Deficit	  Loss	        Equity

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

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

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


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

-------------------------------------------------------------------------------------------
Balance, March 31, 2001    14,711,179	 159,825   (13,435,588)	 (764,280)	 (671,136)


Net loss for the year				      (592,746)		         (592,746)
Foreign currency translation
    adjustment							  (18,038)	  (18,038)

------------------------------------------------------------------------------------------
Balance, March 31, 2002    14,711,179	 159,825   (14,028,334)	 (782,318)	  (60,352)

Net loss for the year				    (1,194,593)		       (1,194,593)
Foreign currency translation
   adjustment							  (14,253)	  (14,253)

------------------------------------------------------------------------------------------
Balance, March 31, 2003    14,711,179	 159,825   (15,222,927)	 (768,065)	(1,119,988)



Page 6

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

For the years ended March 31			2001	         2002	     2003
------------------------------------------------------------------------------------------

Cash provided by (used in)

Operating Activities
Loss for the year				(1,042,414)     (592,746)    (1,194,593)

(Add (deduct) items not requiring a cash outlay)
   Amortization 				   215,603	 118,966	 55,619
   Foreign exchange loss (gain)			     -	         (58,250)	  2,854
   Share issued to settle lawsuits and corporate
       indebtedness
   Equity in loss of affiliate			   156,725	 159,193	    -

Net changes in non-cash
   Working capital balances related to operations:
    Decrease (increase) in accounts receivable	   140,697	 211,343	 96,708
    Decrease (increase) in inventory		   166,024	 209,517	387,235
    Increase (decrease) in accounts
      payable and accrued liabilities		   (43,809)	(281,685)        47,143
   Increase in prepaid expenses			       577	  (1,427)	  7,603
------------------------------------------------------------------------------------------
						  (406,597)	(235,089)      (597,431)

Investing Activities

 Disposal (purchase) of capital assets		   254,580	  (2,167)	   -
 Advances to related parties			   (52,187)	  59,812	237,258

Financing Activities

 Increase (decrease) in bank indebtedness	    (9,166)	 (70,564)	 41,676
 Shares and warrants issued, net of issue costs      7,590	    -	           -
 Loan from related parties			   262,786	 158,326	277,398
 Issuance of convertible debentures		       -	     -	            -
------------------------------------------------------------------------------------------
						   261,210	  87,762	319,074

Effect of exchange rate change on cash		     1,256	  38,154	 28,471

Net increase (decrease) in cash during the year	    58,262	 (51,528)	(12,627)

Cash and cash equivalents, beginning of year        11,314	  69,576	 18,048

Cash and cash equivalents, end of year		    69,576	  18,048	  5,421
------------------------------------------------------------------------------------------




								Page 7

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

March 31, 2002 and 2003

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Financial Statements	The accompanying consolidated financial statements are stated
				in United States dollars, "the reporting currency". The transac-
				tions of the Company have been recorded during the year in
				Canadian dollars, "the functional currency".  The translation of
				Canadian dollars into United States dollars amounts have been
				made at the year end exchange rates for revenues, expenses,
				gains and losses.  Translation adjustments to reporting currency
				are included in equity as "cumulative other comprehensive
				loss" (see Note 10).

				The consolidated financial statements reflect retroactively a
				reverse stock split occurring during 1999 (see Note 9).

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

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

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

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

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

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

Page 8

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

March 31, 2002 and 2003
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES cont'd

Capital Assets			Capital assets are recorded at cost.  Amortization is provided
                        annually at rates calculated to amortize the assets over their
				estimated useful lives as follows:
				Machinery, plant & computer equipment	30% declining balance
				Furniture and fixtures			20% declining balance
				Prototypes and jigs			20% declining balance

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

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

Revenue Recognition		Revenue from product sales is recognized once goods have been
				invoiced, delivered and paid for, whereafter title passes on
				to the customer who has no automatic right of returning the
				product.

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

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

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

				(I) all assets & liabilities expect for capital at year end
                            rates;
				(ii)capital at historic rates;


Page 9

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

March 31, 2002 and 2003

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES cont'd

Foreign Currency Translation cont'd
            			(iii) revenue and expense transactions at the average rate of
                                    exchange prevailing during the year; and
				(iv)  changes in cash flows at the average rate of exchange
                              prevailing during the year.

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

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

Concentrations of Credit Risk 	The Company's receivables are unsecured and are generally
    and Business Concentration	due in 30 days.  Currently the Company's customers are
				primarily local, national and international users of wide format
				document management systems.  The Company's receivables
				do not represent significant concentrations of credit risk as at
				March 31, 2003 due to the wide variety of customers, markets
				and geographic areas to which the Company's products are
				sold.

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

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

Research and Development	All research and development costs except for purchased
				research and development technology are expensed as
				research and development expenses.



Page 10

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

March 31, 2002 and 2003

1.   Accounts Receivable

     Accounts receivable consists of:			2002	        2003

	Trade receivables				482,190	        135,746
	Less:  Allowance for doubtful accounts		249,736	           -

						        232,454	        135,746

2.   Inventory

        Inventory consists of:				2002	        2003

	Raw material					319,831	         94,376
	Work-in-progress				 22,347	          5,705
	Product under Development*			 52,392	         26,067
	Finished goods					139,472	         20,659
							-------	         ------
							534,042		146,807

3.   Advances to/Loans from Related Parties

        (a)	Advances to related parties		2002	        2003
	        3294340 Canada Inc. 			237,258	          -

	Advances to related parties are non-interest bearing with no fixed repayment terms.

	Advances made in prior years to the above-named company have been offset against
        a monthly fee of $30,000 charged, beginning April 1, 2002, by that company for technical
	support provided to The WideCom Group. Technical services fees exceeding the balance
      owed by 3294340 Canada as at March 31, 2002 has been classified as accrued liabilities.
        (b)	Loans and advances from related parties

	Non-interest bearing advances to the Company as short-term loans in order to assist in
	certain working capital requirements.
						        2002	         2003

	3294340 Canada Inc.  (I)			  -	           62,190
	Directors and officers (II)			803,811	        1,019,019

	(I) This represents The WideCom Group's contractual obligation to 3294340 Canada Inc. to
	pay a royalty computed at one half percent of the gross revenue of WideCom since the
	the beginning of 1996.

	(II) These include company's expenses paid for by the directors/officers, cash injected,
           as well as management salaries not yet fully paid.
        (c) Transactions with executive officers, the principal stockholders and directors during
            the year were as follows:
					           	2002	         2003
	Management fees and salaries 			107,285	          56,301



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

March 31, 2002 and 2003

4.   Capital Assets
        Capital assets consist of:	      2002	                     2003
                                         Accumulated		      Accumulated
					Cost	     Amortization    Cost	Amortization

	Machinery,plant
           & computer equipment		1,648,168    1,508,632	     1,648,168	1,546,014
	Furniture and fixtures		   91,395	79,301	        91,395	   81,544
	Prototypes and jigs		  239,494      153,276	       239,494	  169,269
	Land				   45,806	  -	        45,806	      -
	Building under construction	  298,785	  -	       298,785	      -

					2,323,648    1,741,209	     2,323,648	1,796,827
	Net book value			               582,439		          526,821

5.   Investment in Affiliate

	During the year ended March 31, 2003, the company surrendered its stockholdings  to the
	Treasury of 3294340 Canada Inc. with a request to cancel the share certificates.

	As at the balance sheet date, the Company did not consider 3294340 Canada Inc. to be its
	subsidiary any longer and it abandoned all its equity claims in that entity.

6.   Bank Indebtedness

     (a)The Company has an operating line of credit available for approximately $200,000 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.  As at March 31, 2003
	approximately $141,411($99,735 in 2002) was utilized.

     (b)In February 2002, Royal Bank of Canada (RBC) served through its attorneys a notice upon
	the Company demanding immediate repayment of the outstanding debt.

	Management expects to be able to finalize an arrangement  with RBC in the near future.

7.   Accounts Payable and Accrued Liabilities
     	Accounts payable and accrued liabilities consist of:	2002	         2003

	Trade accounts payable					239,229  	127,167
	Wages and employee deductions payable			 44,876	        188,417
	Accrued liabilities					102,572	        200,511
	Accrued litigation costs				 94,275	         12,000
								-------  	----------
								480,952		528,095

	A key executive employee, related to two directors of the Company, has registered, in
	Province of Ontario, Canada, a floating security on the company's non-real-estate
      property.

8.   Convertible Debentures					2002	         2003

	12% Convertible debentures				181,841	         197,954

	During 1999, the Company conducted a private placement of ten specific investment
	units, each comprising 10,000 common shares ( see Note 10(b)(x)) and a three-year 12%
	convertible subordinated note in the amount of $20,000.  Interest payments are payable
	quarterly and conversion is available at an exercise price of $1.00 per share.  One-half
	of the principal amount of the note is exercisable during the 30 day period commencing
	180 days from the initial closing on February 19, 1999.  The remaining principal amount
	is convertible following 360 days after the initial closing.  During the fiscal year
      ended


Page 12

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

March 31, 2002 and 2003


8.   Convertible Debentures Cont'd

	March 31, 2000, the Company issued the remaining one-half unit comprising of 5,000
	common shares ( see Note 10(b)(x)) and a three-year 12% convertible subordinated note
	in the amount of $10,000.

	The Company is presently in default on the interest payments on the 12% convertible
	debentures.  The consequences of this default has not been determined.

9.    Share Capital

       (a)	Authorized

	5 Million common shares pursuant to shareholder approval of a 1:4 reverse split of the
	common shares of the Company effective January 29, 1999.

	Of the 2,582,985 shares outstanding as of March 31, 2000, 3,444* shares have not been
	registered by the Company's stock transfer agent.

        (b)  Changes to Issued Share Capital

	(I)  Effective January 29, 1999, the Company's stockholders approved a 1:4 reverse stock
	split resulting in 1,788,649* common shares outstanding as of that date.
	(ii) During 1998, 180,981* warrants were exercised in exchange for 180,981* common
	shares.  The proceeds of this issue, net of related expenses of $120,470, was $2,049,709.
	This amount includes warrants exercised under the Company's warrant call.
	(iii) During 1998, 69,635* shares were issued for the full settlement and legal costs of
	class action lawsuit filed in the State of New York and a partial settlement of another
	class action lawsuit filed in the State of California.  Both lawsuits were in connection
	with potential losses that would be suffered on the warrant call.  The Company is
	required to issue an additional 18,750* shares in connection with the State of California
      suit and accordingly the Company accrued approximately $122,000 for the cost of these
        shares representing the fair value of the shares on February 2, 1998.  The Company also
	agreed to issue 96,927* replacement warrants for each warrant held by warrant holders
	on February 10, 1997 and sold by such holders prior to March 5, 1997.
	(iv)  During 1998, $50,000 of convertible debentures ( see Note 9 ) were converted into
	14,742* common shares.  The debentures were converted based on a conversion price
	of $0.8479 that represents the average of the closing bid share price of 20 days prior to
	the conversion.  The Company also incurred $10,000 of issuance cost relating to the
	conversion of the debentures.
	(v)   During fiscal 1999, it was determined that an accrual for warrant costs was not
	required.  As a result, a reversal of the accrual was made consistent with APB 20 :
	"Accounting changes".
	(vi) In fall 1998, the Company issued an aggregate of 294,117* common shares ( 73,529*,
	110,294* and 110,294*) to three principals of the Company in full satisfaction of
      corporate indebtedness to those parties as approved by the Board of Directors.
	(vii)  During the forth quarter of fiscal 1999, the Company's stockholders approved the
	acquisition of Diprin Inc, a corporate entity wholly owned by a principal of the company
	in exchange for the issuance of 125,000* common shares.
	(viii)  During the forth quarter of fiscal 1999, the Company and its legal counsel
              approved
	an amendment to a legal resolution with respect to a class action settlement.  The
	amendment converted the warrant entitlements under the settlement into common
	shares that were subject to the 1:4 reverse stock split.  An aggregate of 109,471 common
      shares were issued pursuant to two separate issuances pursuant to Company instructions
	dated February 17, 1999 and May 21, 1999 ( 54,752 and 54,719 respectively ).
	(ix)In April, 1998, an additional $50,000 of convertible debentures ( see Note 9 ) were
	converted into 17,213* common shares.  The debentures were converted based on a


					Page 13

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

March 31, 2002 and 2003

09.   Share Capital cont'd

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

        (c)  Warrants

	As at March 31, 2003, the Company had 929,762 issued and outstanding warrants.  The
	warrants are exercisable at prices ranging from $1.20 to $34.00 with expiry dates
	between 1999 and 2009.

        (d)  Loss per Common Share

	The computation of loss per common share and common equivalent share is based on
	the weighted average number of common shares outstanding during the year except as
	noted below plus ( in years which they have a dilutive effect ) the effect of common
	shares contingently issuable pursuant to outstanding warrants and options.  On March 31,
	2002 there were 929,762 warrants and 116,500 options outstanding that were not
	considered because they are anti-dilutive.

								Page 14

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

March 31, 2002 and 2003

9.    Share Capital cont'd

	The weighted average number of common shares used in calculating earnings per
	common share (after retroactive application of the reverse stock split in 1999) is as
	follows:
					       2001	   2002	       2003

	Shares outstanding at year end*	       2,633,585   2,633,585   2,633,585
	Weighted average shares outstanding*   2,591,418   2,591,418   2,591,418

10.   Cumulative Other Comprehensive Loss

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

	The components of comprehensive loss are as follows:

					       2001	   2002	       2003

	Net loss			       (1,042,414) (592,746)   (1,194,593)
	Other comprehensive loss & foreign
	   currency translation adjustments	(160,791)   (18,038)	    14,253
	Comprehensive loss		       (1,203,205) (610,784)   (1,180,340)

	The components of accumulated other comprehensive loss are as follows:

	Accumulated other translation loss March 31, 1998		(257,613)
	Foreign currency translation adjustment for the year ended
	     March 31, 1999						(280,396)
	Accumulated other translation loss March 31, 1999		(538,009)
	Foreign currency translation adjustment for the year ended
	    March 31, 2000						 (65,480)
	Accumulated other translation loss March 31, 2000		(603,489)
	Foreign currency translation adjustment for the year ended
	March 31, 2001					(160,791)
	Accumulated other translation loss March 31, 2001		(764,280)
	Foreign currency translation adjustment for the year ended
	    March 31, 2002						 (18,038)
	Accumulated other translation loss March 31, 2002       	(782,318)
	Foreign currency translation adjustment for the year ended
	    March 31, 2003						  14,253
	Accumulated other translation loss March 31, 2003		(768,065)

11.   Income Taxes

        (b) The Company has net operating loss carryforwards to reduce federal taxable income of
	approximately $8,143,157 which expire in 2004 through 2010.  The Company has net
	operating loss carryforwards available to reduce Ontario taxable income of approx-
	imately $10,187,432 which expire during the years 2004 through 2010.  The potential tax
	benefits of these losses have not been recognized in these consolidated financial
	statements.


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

Page 15

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

March 31, 2002 and 2003

12.   Segmented Information

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

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

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

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

				         Canada 	India	    Intercompany	Total
	Year ended March 31, 2001"
	Revenue			        1,465,283	395,342	     (276,237)	      1,584,388
	Net loss		       (1,093,988)     (174,278)      225,852	     (1,042,414)
	Identifiable assets		3,014,456     1,270,768	   (1,851,768)	      2,433,456
	Year ended March 31, 2002		       (581,000)
	Revenue			          469,964	411,788	     (270,918)	        610,834
	Net loss			 (232,995)     (396,883)       37,132	       (592,746)
	Identifiable assets		2,534,909     1,002,024	   (1,910,242)	     (1,626,691)
	Year ended March 31, 2003"		       (908,218)
	Revenue			          490,513	202,352	     (154,830)	        538,035
	Net loss			 (928,386)     (224,171)       96,727	     (1,055,830)
	Identifiable assets		  901,223     1,187,122	   (1,145,902)	        942,443

           (b)  The breakdown of sales by geographic region is as follows:
					2001	     2002	2003

	Canada 				152,630	     58,464	 70,244
	United States			722,943	    295,702	287,173
	Middle East 			173,587	     60,954	118,599
	Asia				364,700	    117,248	 47,522
	Europe				167,931	     78,061	   -
	South Africa			   -	        -	 14,497
					1,581,791   610,429	538,035

           (c)  The breakdown of sales by geographic region is as follows:
           In 2000, approximately 27.7% of the Company's product sales were made through five
	distributors, with the largest representing approximately 14.3%.For the year ended March
      31, 2001, approximately 26% of the Company's product sales were made through  five
	distributors, with the largest representing approximately 15%. During the year  ended
	March 31, 2002, approximately 32% of the Company's product sales were made through five
	distributors, with the largest representing approximately 18%. During the yaer ended
	March 31, 2003, approximately 29% of the Company's product sales were made through five
	distributors, with the largest representing approximately 14.6%.

         (d)  Information with respect to revenues earned by country or by product are not
              readily	available.  Management reviews only the information set out in (a)
		  above.

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

March 31, 2002 and 2003

13. Commitments and contingencies

        (a)  In the prior year the Company had been served with a claim, with respect to a
		 breach of contract regarding the Company's rights under two specific joint
		 venture and development agreements to use and distribute various iterations
		 of software components allegedly the sole property of the claimant.  The
		 action claimed damages for breach of contract
	along with copyright and trademark infringement.  The claim sought a total of $15.85
	million in damages and was in progressed in the Province of Ontario. Subsequent to
	the balance sheet date, the claim has been settled for CDN $ 5,000 in cash and 100,000
      shares in the Company. These shares are yet to be issued.

	Several other claims against the Company are in various stages of litigation.  In
	management's opinion, these claims are not material and accordingly no provision has
	been made in the consolidated financial statements.

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

        (b)The Company's wholly owned subsidiary, Indo WideCom International Ltd., in India,
	has not met export obligations for the fiscal year which may result in additional customs
      duty levied by the authorities in India.  As at year end, this amount was not
      determinable.

14.	Subsequent to the balance sheet date, on July 1, 2003, the Company was handed
	over a judgement by the Superior Court of the State of Rhode Island, USA. The
	judgement requires the Company to pay damages amounting to $ 593,414.50 to the plaitiff
	who dealt with certain individuals who he claimed were acting as the Company's
	apparent agents. The Company believes they acted in their individual capacities
	and it is currently in the process of preparing its case for requesting a retrial.`