8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2, 2008

_________________

WIDEPOINT CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware	000-23967	52-2040275
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)

One Lincoln Centre, Oakbrook Terrace, Illinois	60181
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code: (630) 629-0003

        The undersigned registrant hereby amends the following items of its Current Report on Form 8-K, dated January 8, 2008, as set forth in the pages attached hereto:

        Item 9.01(a) Financial Statements of Businesses Acquired

        Item 9.01(b) Pro Forma Financial Information

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

	WIDEPOINT CORPORATION
	(Registrant)
Dated: March 21, 2008	By:  /s/ James T. McCubbin
	James T. McCubbin
	Vice President and Chief Financial Officer

Explanatory Note

        This Amendment No. 1 to Current Report on Form 8-K/A restates in its entirety the Current Report on Form 8-K dated January 8, 2008 and filed the same date, and amends Items 9.01(a) and 9.01(b) thereof to provide historical and pro-forma financial statements relative to acquired entity of iSYS LLC pursuant to a Membership Interest Purchase Agreement dated January 2, 2008.

Item 1.01 Entry into a Material Definitive Agreement.

        On January 2, 2008, WidePoint Corporation (the “Company”) entered into a Commercial Loan Agreement with Cardinal Bank relating to a $5,000,000 revolving credit facility and a $2,000,000 term loan. See the disclosure under Item 2.03 below for a more detailed description of this financial transaction.

        On January 2, 2008, the Company entered into a Membership Interest Purchase Agreement with iSYS LLC, a Virginia limited liability company (“iSYS”), and Mr. Jin Kang, the sole owner-member of iSYS, pursuant to which the Company agreed to acquire all the issued and outstanding membership interests of iSYS from Mr. Kang. The Company issued a press release on January 2, 2008, announcing that the parties had entered into the Membership Interest Purchase Agreement. See the disclosure under Item 2.01 below for a more detailed description of this acquisition transaction. See also the press release filed herewith as Exhibit 99.1.

Item 2.01 Completion of Acquisition or Disposition of Assets.

        On January 4, 2008, the Company completed the closing of the acquisition of all the issued and outstanding membership interests of iSYS from Mr. Jin Kang, the sole owner-member of iSYS, pursuant to the terms of a Membership Interest Purchase Agreement, dated as of January 2, 2008, between the Company, iSYS, and Jin Kang. Pursuant to the terms of the Membership Interest Purchase Agreement, the Company paid Jin Kang the following consideration at the closing: (i) $5,000,000 in cash, (ii) $2,000,000 principal amount in an Installment Cash Promissory Note, which bears simple annual interest at the initial rate of 7% through December 31, 2008, and thereafter the simple interest rate will increase to 10% from January 1, 2009 through the date of maturity, which will be on the earlier of either April 1, 2009 or the filing by the Company of its Annual Report on Form 10-K for the year ending December 31, 2008, and (iii) the issuance of 1,500,000 shares of Company common stock. The Company also issued an additional 3,000,000 shares of Company common stock in the name of Jin Kang, which shares were delivered into escrow to be held subject to the satisfaction of certain earnout provisions under the Membership Interest Purchase Agreement, and which shares are subject to return to the Company in the event such earnout provisions are not achieved under the terms of the Membership Interest Purchase Agreement. Under the terms of the Membership Interest Purchase Agreement, Jin Kang also entered into an Employment and Non-Compete Agreement, dated as of January 4, 2008. For a full description of the terms of this acquisition transaction, see the Membership Interest Purchase Agreement, Installment Cash Promissory Note, and Employment and Non-Compete Agreement filed herewith as Exhibits 2.1, 10.1 and 10.2, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

        On January 2, 2008, the Company entered into a Commercial Loan Agreement with Cardinal Bank relating to a $5,000,000 revolving credit facility and a $2,000,000 term loan. Advances under the revolving credit facility will bear interest at a variable rate equal to the prime rate plus 0.25% and the repayment date for such facility is April 30, 2009. This new revolving credit facility replaces the Company’s prior $2,000,000 revolving credit facility with Cardinal Bank. The term loan bears interest at 7.5% annually and the repayment date of such term loan is January 1, 2012. For a full description of the terms of the revolving credit facility and the term loan, see the Commercial Loan Agreement, Security Agreements, Promissory Notes, and Debt Subordination Agreement filed herewith as Exhibits 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

        As indicated in Item 2.01 above, the acquisition consideration with respect to the acquisition by the Company of all the membership interests of iSYS from Jin Kang included the issuance of a total of 4,500,000 shares of Company common stock (the “Shares”), of which 1,500,000 Shares were delivered to Jin Kang and with the balance of 3,000,000 Shares being delivered into escrow pursuant to the terms of the Membership Interest Purchase Agreement. The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Shares are exempt from the registration requirements under the Securities Act pursuant to the “private offering” exemption under Section 4(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The following financial statements are filed as exhibits hereto:

99.2 Audited Financial Statements of iSYS LLC for the fiscal years ended December 31, 2005 and 2006.

99.3 Unaudited Financial Statements of iSYS LLC for the nine months ended September 30, 2007.

(b) Pro Forma Financial Information

The following proforma financial information is filed as an exhibit hereto:

99.4 Unaudited Proforma Financial Information of iSYS LLC and WidePoint Corporation for the fiscal year ended December 31, 2006 and the nine months ended September 30, 2007, respectively, related to the acquisition of iSYS LLC.

(d) Exhibits

2.1 Membership Interest Purchase Agreement, dated as of January 2, 2008, between the Company, iSYS LLC, and Jin Kang.*

10.1 $2,000,000 Installment Cash Promissory Note, dated January 4, 2008, issued by the Company in favor of Jin Kang.*

10.2 Employment and Non-Compete Agreement, dated as of January 4, 2008, between the Company, iSYS LLC and Jin Kang.*

10.3 Commercial Loan Agreement, dated January 2, 2008, between the Company and Cardinal Bank.*

10.4 Security Agreement, dated January 2, 2008, between the Company and Cardinal Bank.*

10.5 $5,000,000 Promissory Note, dated January 2, 2008, issued by the Company in favor of Cardinal Bank.*

10.6 Security Agreement, dated January 2, 2008, between the Company and Cardinal Bank.*

10.7 $2,000,000 Promissory Note, dated January 2, 2008, issued by the Company in favor of Cardinal Bank.*

10.8 Debt Subordination Agreement, dated January 2, 2008, between the Company and Cardinal Bank.*

99.1 Press Release, dated January 2, 2008.*

99.2 Audited Financial Statements of iSYS LLC for the fiscal years ended December 31, 2005 and 2006.

99.3 Unaudited Proforma Financial Information of iSYS LLC for the nine months ended September 30, 2007.

99.4 Unaudited Proforma Financial information of iSYS LLC and WidePoint Corporation for the fiscal year ended December 31, 2006 and the nine months ended September 30, 2007

* Previously filed on Form 8-K dated January 2, 2008

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WIDEPOINT CORPORATION
	/s/ James T. McCubbin
Date:  March 21, 2008	James T. McCubbin
	Vice President and Chief Financial Officer

EX-99.2

Exhibit 99.2

iSYS, LLC

Financial Statements
And
Accountant’s Audit Report
December 31, 2006

iSYS, LLC

December 31, 2006

Table of Contents

	Page
Accountants’ Audit Report	2
Balance Sheet	3
Statement of Income and Member’s Equity	4-6
Statement of Cash Flows	7
Notes to Financial Statements	8

	CHRISTINE WANG & ASSOCIATES, LTD.
ROCKVILLE, MARYLAND OFFICE	A PROFESSIONAL CORPORATION	MEMBERS
301-340-2904	Certified Public Accountant
	501 Church St., Suite 211, NE	AMERICAN INSTITUTE OF CERTIFIED
	Vienna, VA 22180	PUBLIC ACCOUNTANTS
	____________________	VIRGINIA SOCIETY OF CERTIFIED
		PUBLIC ACCOUNTANTS
	(O) 703-242-7804
	(F) 703-242-7805

Independent Auditor’s Report

Board of Directors
iSYS, LLC
McLean, VA

We have audited the accompanying balance sheet of iSYS, LLC as of December 31, 2006, and the related statements of income, retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of iSYS, LLC as of December 31, 2006, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.

Christine Wang &Associates, Ltd.
March 20, 2007

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iSYS, LLC
Balance Sheet
December 31, 2006

Assets
Current Assets
Cash	$	87,949.00
Accounts Receivable		2,662,480.00
Total Current Assets	$	2,750,429.00
Fixed Assets
Vehicle	$	30,000.00
Office Equipment		12,759.00
Less: Accumulated Depreciation		(13,538.00	)
Total Fixed Assets	$	29,221.00
Other Assets
Prepaid Expenses	$	13,808.00
Security Deposit		7,917.00
Total Other Assets	$	21,725.00
Total Assets	$	2,801,375.00
Liabilities and Member’s Equity
Current Liabilities
Accounts Payable	$	1,671,809.00
Accrued Wages		174,752.00
Other Accrued Expense		71,142.00
Total Current Liabilities	$	1,917,703.00
Member’s Equity	$	883,672.00
Total Liabilities and Member’s Equity	$	2,801,375.00

See Accompanying Notes and Accountants’ Audit Report

-3-

iSYS, LLC
Statement of Income and Member’s Equity
For the year ended December 31, 2006

Revenue
8(a) Revenue	$	6,049,048.00
Non 8(a) Revenue		4,972,761.00
	$	11,021,809.00
Cost of Labor
Direct Labor	$	1,016,747.00
Other Direct Labor		33,819.00
Travel		13,373.00
Subcontract Cost		8,253,109.00
Total Cost of Labor	$	9,317,048.00
Gross Profit	$	1,704,761.00
Expenses
Fringe Benefits
Insurance	$	55,737.00
Other Welfare		13,194.00
Paid Leave		129,126.00
Payroll Taxes		105,806.00
Cafeteria Plan		300.00
Retirement Funds		13,961.00
Total Fringe Benefits	$	318,124.00

See Accompanying Notes and Accountants’ Audit Report

-4-

iSYS, LLC
Statement of Income and Member’s Equity
For the year ended December 31, 2006

General and Administrative Expenses
Bank Charges	$	2,510.00
Office Expenses		2,866.00
Dues and Subscriptions		444.00
Administrative Labor		69,961.00
Insurance		9,469.00
Internet Fees		1,406.00
Licenses and Permits		114.00
Marketing Expense		1,884.00
Membership Fees		292.00
Office Expenses		9,865.00
Office Supplies		4,409.00
Payroll Service Fees		2,624.00
Accounting Fees		138,900.00
Property Tax		2,061.00
Rent		8,774.00
Telephone		2,556.00
Total General and Administrative Expenses	$	258,135.00
Overhead Expenses
Auto Expenses	$	8,722.00
Bonus		68,496.00
Office Expenses		4,083.00
Meals and Entertainment		21,351.00
Dues and Subscriptions		400.00
Internet Fees		1,031.00
Office Supplies		243.00
Overhead Labor		136,554.00
Postage and Delivery		1,088.00
Recruiting Expenses		20,111.00
Rent		8,774.00
Depreciation Expense		12,038.00
Repair and Maintenance		7,194.00
Telephone		3,352.00
Training and Seminar		17,171.00
Travel		7,237.00
Subcontract Handling Fees		150,804.00
Total Overhead Expenses	$	468,649.00

See Accompanying Notes and Accountants’ Audit Report

-5-

iSYS, LLC
Statement of Income and Member’s Equity
For the year ended December 31, 2006

Unallowable Expenses
Contributions	$	2,800.00
Entertainment		14,090.00
Interest Expense		52.00
Late Fees and Penalties		9,645.00
Total Unallowable Expenses	$	26,587.00
Net Operating Income	$	633,266.00
Other Income and Expenses
Interest Income		4,769.00
Other Income		6,362.00
		11,131.00
Net Income	$	644,397.00
Beginning Member’s Equity, January 1, 2006	$	501,599.00
Member Draws		(262,324.00	)
Ending Member’s Equity, December 31, 2006	$	883,672.00

See Accompanying Notes and Accountants’ Audit Report

-6-

iSYS, LLC
Statement of Cash Flow
For the year ended December 31, 2006

Cash Flows from Operating Activities
Net Income	$	644,397.00
Adjustments to Reconcile Net Income to Net Cash Flows:
Depreciation		12,038.00
Change in Current Assets and Liabilities:
Increase in Accounts Receivable		(2,337,754.00	)
Decrease in Prepaid Insurance		7,971.00
Increase in Accounts Payable		1,666,001.00
Increase in Accrued Wages		65,125.00
Increase in Other Accrued Expense		61,367.00
Net Cash Provided by Operating Activities		119,145.00
Cash Flows from Investing Activities
Increase in Fixed Assets		(12,759.00	)
Increase in Prepaid Expenses		(13,808.00	)
Increase in Security Deposit		(7,917.00	)
Net Cash Used in Investing Activities		(34,484.00	)
Cash Flows from Financing Activities
Member's Withdrawal		(262,324.00	)
Net Cash Used in Financing Activities	$	(262,324.00	)
Increase / Decrease in Cash		(177,663.00	)
Cash at January 1, 2006		265,612.00
Cash at December 31, 2006	$	87,949.00

See Accompanying Notes and Accountants’ Audit Report

-7-

iSYS, LLC
Notes to Financial Statements
December 31, 2006

Note A-Summary of Significant Accounting Policies

Nature of Business
The Company was organized as a Virginia, single member, limited liability company on February 22, 2002. Regular operations began December 1, 2002 when the company received approval as Small Business Administration “8A” entity. Receivables and trade payables were assigned from a predecessor S-Corporation.

The company provides computer systems integration, data base application and data base management services to government agencies and other government contractors.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires the members to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly actual results could differ from those estimates.

Income Taxes
All tax effects of the company’s income or loss are passed through to the member, consequently neither federal or state income taxes are provided for the company.

Property and Equipment
Property and equipment are recorded at cost. Maintenance, repairs and renewals are expenses, and additions and improvements are capitalized. Depreciation is computed using accelerated methods over estimated useful lives of the assets.

All of the company’s work was on a contract basis to a government agency or as a subcontractor to other government contractors. As such the company used government equipment and facilities exclusively with the exception to vehicle.

The depreciation expense for vehicle in 2006 was $11,400.00

Note B-Concentrations

During 2006, the company had 17 contracts; 8 out of 17 contracts with total revenue of $ 8,649,462.00 were earned by subcontractor from the government.

Note C-Debt

The company has a line of credit of $ 500,000 with United Bank. The company can draw on the line of credit between 80% and 90% of “eligible” accounts receivable depending on the type of receivable. The line is secured by the accounts receivable and a lien on the residence of the member. The interest rate on this line is the Prime Rate only. The line is due July 31, 2007. The balance as of December 31, 2006 was zero.

-8-

iSYS, LLC

Financial Statements
And
Accountant’s Audit Report
December 31, 2005

iSYS, LLC

December 31, 2005

Table of Contents

	Page
Accountants’ Audit Report	2
Balance Sheet	3
Statement of Income and Member’s Equity	4-6
Statement of Cash Flows	7
Notes to Financial Statements	8

	CHRISTINE WANG & ASSOCIATES, LTD.
ROCKVILLE, MARYLAND OFFICE	A PROFESSIONAL CORPORATION	MEMBERS
301-340-2904	Certified Public Accountant
	501 Church St., Suite 211, NE	AMERICAN INSTITUTE OF CERTIFIED
	Vienna, VA 22180	PUBLIC ACCOUNTANTS
	____________________	VIRGINIA SOCIETY OF CERTIFIED
		PUBLIC ACCOUNTANTS
	(O) 703-242-7804
	(F) 703-242-7805

Independent Auditor’s Report

Board of Directors
iSYS, LLC
McLean, VA

We have audited the accompanying balance sheet of iSYS, LLC as of December 31, 2005, and the related statements of income, retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of iSYS, LLC as of December 31, 2005, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.

Christine Wang &Associates, Ltd.
November 15, 2007

-2-

iSYS, LLC
Balance Sheet
December 31, 2005

Assets
Current Assets
Cash	$	265,612
Accounts Receivable		324,726
Total Current Assets	$	590,338
Fixed Assets
Vehicle	$	30,000
Less: Accumulated Depreciation		(1,500	)
Total Fixed Assets	$	28,500
Other Assets
Prepaid Expenses	$	6,877
Total Other Assets	$	6,877
Total Assets	$	625,715
Liabilities and Member’s Equity
Current Liabilities
Accounts Payable	$	5,807
Accrued Wages		109,629
Other Accrued Expense		9,775
Total Current Liabilities	$	125,211
Member’s Equity	$	500,504
Total Liabilities and Member’s Equity	$	625,715

See Accompanying Notes and Accountants’ Audit Report

-3-

iSYS, LLC
Statement of Income and Member’s Equity
For the year ended December 31, 2005

Revenue
8(a) Revenue	$	725,115
Non 8(a) Revenue		1,159,669
	$	1,884,784
Cost of Labor
Direct Labor	$	788,784
Other Direct Labor		56,507
Travel		6,743
Subcontract Cost		283,498
Total Cost of Labor	$	1,135,532
Gross Profit	$	749,252
Expenses
Fringe Benefits
Insurance	$	47,457
Other Welfare		19,231
Paid Leave		80,533
Payroll Taxes		78,387
Total Fringe Benefits	$	225,608

See Accompanying Notes and Accountants’ Audit Report

-4-

iSYS, LLC
Statement of Income and Member’s Equity
For the year ended December 31, 2005

General and Administrative Expenses
Bank Charges	$	2,220
Office Expenses		773
Insurance		8,233
Internet Fees		766
Licenses and Permits		50
Marketing Expense		281
Membership Fees		145
Legal Fees		14,114
Office Supplies		1,661
Payroll Service Fees		1,933
Accounting Fees		129,668
Property Tax		1,154
Telephone		563
Total General and Administrative Expenses	$	161,561
Overhead Expenses
Auto Expenses	$	6,950
Bonus		15,864
Office Expenses		6,472
Meals and Entertainment		15,493
Dues and Subscriptions		388
Internet Fees		967
Office Supplies		959
Overhead Labor		207,845
Postage and Delivery		584
Recruiting Expenses		77,398
Depreciation Expense		1,500
Repair and Maintenance		4,496
Telephone		2,313
Training and Seminar		1,698
Travel		2,042
Total Overhead Expenses	$	344,969

See Accompanying Notes and Accountants’ Audit Report

-5-

iSYS, LLC
Statement of Income and Member’s Equity
For the year ended December 31, 2005

Unallowable Expenses
Contributions	$	2,440
Entertainment		5,884
Total Unallowable Expenses	$	8,324
Net Operating Income	$	8,790
Other Income and Expenses
Interest Income	$	934
Total Other Income	$	934
Net Income	$	9,724
Beginning Member’s Equity, January 1, 2005	$	735,540
Member Draws		(244,760	)
Ending Member’s Equity, December 31, 2005	$	500,504

See Accompanying Notes and Accountants’ Audit Report

-6-

iSYS, LLC
Statement of Cash Flow
For the year ended December 31, 2005

Cash Flows from Operating Activities
Net Income	$	9,723
Adjustments to Reconcile Net Income to Net Cash Flows:
Depreciation		1,500
Change in Current Assets and Liabilities:
Decrease in Accounts Receivable		446,800
Decrease in Prepaid Expense		1,362
Decrease in Loan to Employee		625
Decrease in Accounts Payable		(50,818	)
Increase in Accrued Expense		6,764
Increase in Accrued Wages and Payroll Taxes		14,818
Net Cash Provided by Operating Activities		430,774
Cash Flows from Investing Activities
Increase in Fixed Assets		(30,000	)
Net Cash Used in Investing Activities		(30,000	)
Cash Flows from Financing Activities
Member’s Withdrawal		(244,760	)
Net Cash Used in Financing Activities	$	(244,760	)
Increase / Decrease in Cash		156,014
Cash at January 1, 2005		109,598
Cash at December 31, 2005	$	265,612

See Accompanying Notes and Accountants’ Audit Report

-7-

iSYS, LLC
Notes to Financial Statements
December 31, 2005

Note A-Summary of Significant Accounting Policies

Nature of Business
The Company was organized as a Virginia, single member, limited liability company on February 22, 2002. Regular operations began December 1, 2002 when the company received approval as Small Business Administration “8A” entity. Receivables and trade payables were assigned from a predecessor S-Corporation.

The company provides computer systems integration, data base application and data base management services to government agencies and other government contractors.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires the members to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly actual results could differ from those estimates.

Income Taxes
All tax effects of the company’s income or loss are passed through to the member, consequently neither federal or state income taxes are paid by the company.

Property and Equipment
Property and equipment are recorded at cost. Maintenance, repairs and renewals are expenses, and additions and improvements are capitalized. Depreciation is computed using accelerated methods over estimated useful lives of the assets.

All of the company’s work was on a contract basis to a government agency or as a subcontractor to other government contractors. As such the company used government equipment and facilities exclusively with the exception to vehicle.

The depreciation expense for vehicle in 2005 was $1,500.00

Note B-Concentrations

During 2005, the company had 14 contracts; 6 out of 14 contracts with total revenue of $615,000.00 were earned as subcontractor from 3 prime contractors. The major revenue during 2005 was earned from the government as a prime contractor.

Note C-Debt

The company has a line of credit of $ 500,000 with United Bank. The company can draw on the line of credit between 80% and 90% of “eligible” accounts receivable depending on the type of receivable. The line is secured by the accounts receivable and a lien on the residence of the member. The interest rate on this line is the Prime Rate plus one-half of one percent (0.5%) and is no less than 4.75%. The line is due July 31, 2006. The balance as of December 31, 2005 was zero.

-8-

EX-99.3

Exhibit 99.3

iSYS LLC

Financial Statements
For the Nine Months Ended September 30, 2007

Balance Sheet
September 30, 2007
(Unaudited)

Assets
Current assets:
Cash and cash equivalents	$	85,716
Accounts
receivable		4,099,504
Prepaid expenses and other assets		1,371,590
Total current assets		5,556,810
Property and equipment, net		37,276
Other assets		12,117
Total assets	$	5,606,203
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,882,688
Accrued expenses		876,700
Total liabilities		3,759,388
Stockholders’ equity:
Member equity		1,846,815
Total stockholders’ equity		1,846,815
Total liabilities and stockholders’ equity	$	5,606,203

The accompanying notes are an integral part of the financial statements

iSYS LLC
Statement of Operations
For Nine Months Ended September 30, 2007
(Unaudited)

Revenues, net	$	12,591,856
Cost of sales		10,456,300
Gross profit		2,135,556
Sales, general and administrative expenses		1,165,022
Depreciation expense		10,635
Total sales,
General and administrative
Expenses		1,175,657
Income from operations		959,899
OTHER INCOME (EXPENSE):
Interest income		3,249
Interest expense		(6	)
Net income	$	963,142

The accompanying notes are an integral part of the financial statements

-2-

iSYS LLC
Statement of Cash Flows
For Nine Months Ended September 30, 2007
(Unaudited)

Cash flows from operating activities:
Net income	$	963,142
Adjustments to reconcile net (loss)/income to net cash
provided by operating activities:
Depreciation expense		10,635
Changes in assets and liabilities
Accounts receivable		(1,437,024	)
Prepaid expenses and other current assets		(1,357,782	)
Accounts payable and accrued expenses		1,841,686
Net cash provided by operating activities	$	20,657
Cash flows from investing activities:
Purchase of property and equipment		(18,690	)
Security deposit		(4,200	)
Net cash used in investing activities	$	(22,890	)
Cash flows from financing activities:
Net cash (used in) provided by
financing activities	$	--
Net decrease in cash		(2,233	)
Cash and cash equivalents, beginning of period		87,949
Cash and cash equivalents, end of period	$	85,716

The accompanying notes are an integral part of the financial statements

-3-

iSYS LLC
Notes to Unaudited Financial Statements

1. Basis of Presentation, Organization and Nature of Operations

The condensed balance sheet as of September 30, 2007, the condensed statements of operations for the nine months ended September 30, 2007, and the condensed statements of cash flows for the nine months ended September 30, 2007 have been prepared by the Company and are unaudited.

The Company was organized as a Virginia, single member, limited liability Company on February 22, 2002. Regular operations began February 22, 2002, and on December 1, 2002, the company received approval as Small Business Administration “8A” entity. Receivables and trade payables were assigned from a predecessor S-Corporation.

The company provides computer systems integration, data base application and data base management services to government agencies and other government contractors.

The Company has physical locations in McLean, Virginia and Columbus, Ohio. The Company’s employees work at various client locations in Columbus, Ohio and throughout the Greater Washington D.C. area of the United States of America.

2. Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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 estimates.

Cash and Cash Equivalents

Investments purchased with original maturities of three months or less are considered cash equivalents for purposes of these consolidated financial statements. The Company maintains cash and cash equivalents with various major financial institutions. Included in the September 30, 2007 no cash balance was in interest bearing balances. The Company places its temporary cash investments with high credit-quality financial institutions, and as a result, the Company believes that no significant credit risk exists with respect to these cash investments.

Accounts Receivable

The majority of the Company’s accounts receivable are due from either United States governmental agencies or established companies in the following industries: manufacturing, healthcare, financial services and United States Federal government contractors. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are due within 30 to 60 days and are stated at amounts due from customers net of an allowance for doubtful accounts if deemed necessary. Accounts outstanding longer than the contractual payment terms are reviewed for collectability and after 90 days are considered past due.

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The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.

Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Deductions		Balance at End of Period
For the year ended September 30, 2007,
Allowance for doubtful accounts	$	--	$	--	$	--	$	--

Unbilled accounts receivable on time-and-materials contracts represent costs incurred and gross profit recognized near the period-end but not billed until the following period. Unbilled accounts receivable on fixed-price contracts consist of amounts incurred that are not yet billable under contract terms. At September 30, 2007, unbilled accounts receivable totaled $401,821.

Revenue Recognition

The majority of the Company’s revenues are derived from cost-plus, or time-and-materials contracts. Under cost-plus contracts, revenues are recognized as costs are incurred and include an estimate of applicable fees earned. For time-and-material contracts, revenues are computed by multiplying the number of direct labor-hours expended in the performance of the contract by the contract billing rates and adding other billable direct costs. In the event of a termination of a contract, all billed and unbilled amounts associated with those task orders where work has been performed would be billed and collected. The termination provisions of the contract would be accounted for at the time of termination. Any deferred and/or amortization cost would either be billed or expensed depending upon the termination provisions of the contract. Further, the Company has had no material history of losses nor has it identified any material specific risk of loss at September 30, 2007 due to termination provisions and thus has not recorded provisions for such events.

The Company’s other revenues are derived from the delivery of non-customized software. In such cases revenue is recognized when there is persuasive evidence that an arrangement exists (generally a purchase order has been received or contract signed), delivery has occurred, the charge for the software is fixed or determinable, and collectibility is probable.

Significant Customers

For the nine months ended September 30, 2007, two customers, TSA (Transportation Security Administration)and DHS(Department of Homeland Security) represented approximately 40% and 33% of revenues, respectively. Due to the nature of our business and the relative size of certain contracts, which are entered into in the ordinary course of business, the loss of any single significant customer could have a material adverse effect on results.

Fair value of financial instruments

The Company’s financial instruments include cash equivalents, accounts receivable, and accounts payable. The carrying values of cash equivalents, accounts receivable and accounts payable approximate their fair value because of the short maturity of these instruments. The carrying amounts of the Company’s bank borrowings under its credit facility approximate fair value because the interest rates are reset periodically to reflect current market rates.

Concentrations of Credit Risk

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Financial instruments potentially subject the Company to credit risk, which consist of cash and cash equivalents and accounts receivable. As of September 30, 2007, two customers, TSA and DHS, accounted for approximately 44% and 33% of accounts receivable, respectively.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment consisted of the following:

	September 30
	2007
Automobiles, computers, equipment and software	$	61,449
Less- Accumulated depreciation and amortization		(24,173	)
	$	37,276

Depreciation expense is computed using the straight-line method over the estimated useful lives of between two and five years depending upon the classification of the property and/or equipment. In accordance with the American Institute of Certified Public Accountants Statement of Position 98-1 “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use,” the Company capitalizes costs related to software and implementation in connection with its internal use software systems.

Income Taxes

All tax effects of the company’s income or loss are passed through to the member, consequently neither federal or state income taxes are provided for the company.

3. Debt

The company has a line of credit of $2,000,000 with United Bank. The company can draw on the line of credit between 80% and 90% of “eligible” accounts receivable depending on the type of receivable. The line is secured by the accounts receivable. The interest rate on this line is the Prime Rate only. The line is due July 31, 2008. The balance as of September 30, 2007 was zero.

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EX-99.4

Exhibit 99.4

PRO FORMA FINANCIAL INFORMATION
WIDEPOINT CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION

The unaudited pro forma condensed consolidated financial information has been prepared by WidePoint Corporation (“WidePoint”) and gives effect to the acquisition of iSYS, LLC (“iSYS”) completed on January 4, 2008.

The unaudited pro forma condensed consolidated statement of operations for the twelve months ended December 31, 2006 has been prepared to give effect to the iSYS acquisition as if it had occurred on January 1, 2006. The unaudited pro forma condensed consolidated statement of operations for the nine month period ended September 30, 2007 has been prepared to give effect to the iSYS acquisition as if it had occurred on January 1, 2006. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2007 has been prepared to give effect to the ORC acquisition as if it has occurred on September 30, 2007.

The pro forma adjustments, which are based on available information and certain assumptions that WidePoint believes are reasonable under the circumstances, are applied to the historical financial statements of WidePoint and iSYS. WidePoint’s preliminary allocation of the iSYS purchase price is based upon preliminary estimates of the fair value of net assets acquired. Management believes that the preliminary allocation of the purchase price is reasonable, however, in some cases, the final allocation will be based upon an independent valuation that is not yet complete. As a result, the allocation is subject to revision as additional information becomes available, and such revised allocation could differ from the preliminary allocation.

The accompanying unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical financial statements and the notes thereto for WidePoint and iSYS. The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent what WidePoint’s financial position or results of operations would actually have been had the acquisition occurred on such dates or to project WidePoint’s results of operations or financial position for any future period.

These pro forma financial statements contain certain costs, including expenses allocated to iSYS that WidePoint’s management does not expect will continue. As a result, actual results may differ significantly from the pro forma information presented herein.

WIDEPOINT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Twelve months ended December 31, 2006

	(a)			(b)
	Historical						Pro Forma			Pro Forma
	WidePoint			iSYS			Adjustments			Combined
Revenues, net	$	17,953,209		$	11,021,809		$	--		$	28,975,018
Cost of sales		14,255,892			9,317,048			400,000	(c)		23,972,940
Gross profit		3,697,317			1,704,761			(400,000	)		5,002,078
Sales, general and
administrative expenses		4,179,780			1,053,217			--			5,232,997
Depreciation expense		35,131			12,038			--			47,169
Total sales,
general and administrative expenses		4,214,911			1,065,255			--			5,280,166
Income (Loss) from operations		(517,594	)		639,506			(400,000	)		(278,088	)
OTHER INCOME (EXPENSE):
Interest income		92,669			4,943			(36,000	)(d)		61,612
Interest expense		(9,713	)		(52	)		(422,147	)(e)		(431,912	)
Net income (loss) before income tax	$	(434,638	)	$	644,397		$	(858,147	)	$	(648,388	)
Income tax benefit, net		83							(f)		83
Net (loss) income	$	(434,555	)	$	644,397		$	(858,147	)	$	(648,388	)
Basic and diluted net income (loss) per share	$	(0.01	)		N/A		$	--		$	(0.01	)
Basic and diluted weighted average shares outstanding		45,437,154			N/A			1,500,000	(g)		46,937,154

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

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WIDEPOINT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
Nine months ended September 30, 2007

	(a)			(b)
	Historical						Pro Forma			Pro Forma
	WidePoint			iSYS			Adjustments			Combined
Revenues, net	$	10,146,942		$	12,591,856		$	--		$	22,738,798
Cost of sales		7,262,276			10,456,300			300,000	(c)		18,018,576
Gross profit		2,884,666			2,135,556			(300,000	)		4,720,222
Sales, general
and administrative expenses		3,098,874			1,165,081			--			4,263,896
Depreciation expense		59,773			10,635			--			70,408
Total sales,
general and administrative expenses		3,158,647			1,175,657			--			4,334,304
Income (Loss) from operations		(273,981	)		959,840			(300,000	)		385,859
OTHER INCOME (EXPENSE):
Interest income		83,942			3,249			(36,000	)(d)		51,191
Interest expense		(8,576	)		(6	)		(233,152	)(e)		(241,734	)
Net income (loss) before income tax	$	(198,615	)	$	963,083		$	(569,152	)	$	195,316
Income tax provision		--			--			--	(f)		--
Net (loss) income	$	(198,615	)	$	963,142		$	(569,152	)	$	195,316
Basic net income (loss) per share	$	(0.004	)		N/A		$	--		$	0.01
Diluted net income (loss) per share	$	(0.004	)		N/A		$	--		$	0.01
Basic weighted average shares outstanding		52,348,799			N/A			1,500,000	(g)		53,848,799
Diluted weighted average shares outstanding		52,348,799			N/A			7,226,579	(g)		59,575,318

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

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NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

The following notes relate to the Unaudited Pro Forma Condensed Consolidated Statements of Operations:

a. To reflect the reported historical operating results of WidePoint for the year ended December 31, 2006 and the unaudited operating results for the nine months ended September 30, 2007 which included its acquisition of iSYS.

b. To reflect the historical results of operations of iSYS for the twelve month period ended December 31, 2006, which is the same as WidePoint’s fiscal year. The unaudited quarterly statements of operations were derived from the historical results of operations of iSYS for the nine month period ended September 30, 2007.

c. To record estimated amortization expense related to the identifiable intangible assets associated with the acquisition of iSYS. WidePoint has retained an outside firm to do an independent appraisal for the allocation of the purchase price related to the acquisition of iSYS. As this appraisal has not yet been completed, the total allocation, the useful lives, and the method of amortization may change. Based upon the most current projections, WidePoint recorded an intangible asset associated with the mobile telecom management services and the iSYS’s client relationship and applied a $2,000,000 value with an estimated useful life of 5 years in which WidePoint realized an amortization expense of $400,000 for the twelve month period ended December 31, 2006 and $300,000 for the nine month period ended September 30, 2007.

d. To adjust interest income as a result of the reduction of $1,200,000 in cash balances at WidePoint with an assumed interest rate of 3% for the fiscal year 2006 and 4% for the nine months period ending September 30, 2007.

e. In conjunction with the acquisition of iSYS, WidePoint secured a $5,000,000, prime rate, secured line of credit of which WidePoint utilized approximately $1,800,000 towards the purchase price requirements of iSYS. The line of credit was in the form of a term loan that expires in April of 2009. The adjustment records an incremental interest expense at a rate of 7.50% of $136,875 for the twelve month period ended December 31, 2006 and $102,375 for the nine month period ended September 30, 2007 and additionally includes amortized costs associated with the loan that includes document preparation fees and legal fees.

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f. Assumes the utilization of WidePoint’s net operating loss carryforwards.

g. To reflect the issuance of 1,500,000 common shares of WidePoint’s stock as part of the purchase consideration of iSYS for the basic calculation of net shares outstanding for the fiscal year 2006 and the nine months ending September 30, 2007. Includes an additional 5,726,579 options and warrants for the nine months ending September 30, 2006 in diluted shares outstanding as a result of the consolidated net income from the proforma combination of WidePoint and iSYS.

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WIDEPOINT CORPORATION UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET

As of September 30, 2007

	Historical					Pro Forma			Pro Forma
	WidePoint			iSYS		Adjustments			Combined
Assets	(a)			(b)
Current assets:
Cash and cash equivalents	$	2,861,982		$	85,716		(1,200,000	)(c)	$	1,747,698
Accounts receivable		3,682,709			4,099,504					7,782,213
Prepaid expenses and other assets		323,591			1,371,590					1,695,181
Total current assets		6,868,282			5,556,810		(1,200,000	)		11,225,092
Property and equipment, net		267,728			37,276					305,004
Goodwill		2,526,110			--		5,055,907	(d)		7,582,017
Intangibles, net		1,118,699			--		2,000,000	(d)		3,118,699
Other assets		106,947			12,117					119,064
Total assets	$	10,887,766		$	5,606,203	$	5,487,732		$	22,349,876
Liabilities and stockholders’ equity
Current liabilities:
Short-term borrowings						$	1,800,000	(e)	$	1,800,000
Accounts payable	$	1,987,008		$	2,882,688	$	--		$	4,869,696
Accrued expenses		909,348			876,700		102,722	(f)		1,888,770
Deferred revenue		175,730			--		--			175,730
Short-term portion of bank term loan							500,000	(e)		500,000
Short-term portion of deferred rent		--			--		--			--
Short-term portion of capital lease
obligation		52,725			--					52,725
Total current liabilities		3,124,811			3,759,388		2,402,722			9,286,921
Bank term loan, net of current portion							1,500,000	(g)		1,500,000
Note payable, former iSYS owner							2,000,000	(g)		2,000,000
Capital lease obligation, net of current
portion		38,360			--					38,360
Total liabilities		3,163,171			3,759,388		5,902,722			12,825,281
Stockholders’ equity:
Common stock, $.001 par value,
110,000,000 shares authorized		52,559					1,500	(h)		54,059
Stock warrants		38,666								38,666
Additional paid-in capital		60,816,310			1,846,815		(48,315	)(i)		62,614,810
Accumulated deficit		(53,182,940	)							(53,182,940	)
Total stockholders’ equity		7,724,595			1,846,815		(46,815	)		9,524,595
Total liabilities and stockholders’ equity	$	10,887,766		$	5,606,203	$	5,855,907		$	22,349,876

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

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WIDEPOINT CORPORATION NOTES
TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET

The following notes relate to the Unaudited Pro Forma Condensed Consolidated Balance Sheet.

a. To reflect the historical unaudited financial position of WidePoint.

b. To reflect the historical unaudited financial position of the iSYS.

c. With respect to the adjustment of $1,200,00 in cash and cash equivalents, WidePoint made a payment of $5,000,000 cash to acquire iSYS. WidePoint paid to the owner of iSYS $5,000,000 in cash proceeds of which it utilized $1,200,000 from cash on hand and $3,800,000 from short-term and long-term borrowings from WidePoint’s credit facilities with Cardinal Bank. (See notes e & g) As a result of the above the Company recognized a net reduction in cash of $1,200,000.

d. With respect to the adjustment of $5,055,907 and $2,000,000 of Goodwill and Intangibles, WidePoint estimated the preliminary allocation of the purchase price and assumed a net estimated fair value of assets purchased as of September 30, 2007 of approximately $1,846,815, with approximately $2,000,000 in estimated intangible assets, and approximately $5,055,907 in goodwill. No contingent consideration has been considered for purposes of this pro-forma. Two classes of intangible assets were identified and estimated. The mobile telecom management service offering was identified with an estimated expected useful life of 5 years and the iSYS contracts and client relationships were given an estimated life of 5 years. A value of approximately $1,000,000 was attributed to the mobile telecom management service offering and a value of approximately $1,000,000 was attributed to the contracts and client relationships. The iSYS acquisition has been accounted for as an asset purchase by WidePoint and pursuant to pro-forma’s purchase accounting have utilized the provisions of Statement of Financial Accounting Standards No. 141, Business Combinations, the identifiable net tangible and separately identifiable intangible assets acquired and liabilities assumed were recognized at their estimated fair values as of the date of the acquisition. The pro forma adjustments herein are based on management’s preliminary estimates of fair value. The Company has retained and is presently reviewing its estimates of fair value. The final allocation of the purchase price, when completed, may differ materially from the preliminary purchase price allocation herein. Management made estimates as to the average expected life of iSYS’s client relationships and the expected performance of iSYS’s mobile telecom management services offerings. In the event that these estimates are not accurate then the value of the intangibles and the associated life assigned may be adjusted. The following schedule estimates purchase price as of September 30, 2007:

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Current assets	$	5,556,810
PP&E, net		37,276
Intangible assets		2,000,000
Goodwill		5,055,907
Other assets		12,117
Current liabilities		(3,759,388	)
Total	$	8,902,722

e. With respect to the $2,300,000 adjustment in both short-term borrowings of $1,800,000 and $500,000 of short-term portion of the bank term loan (See note g), WidePoint utilized a short-term credit facility of up to $5,000,000 to borrow $1,800,000 from Cardinal Bank. The Company entered into the one year credit facility in January of 2008. The one year credit facility is collateralized by the Company’s eligible contract receivables, inventory, all of its stock in certain of our subsidiaries and certain property and equipment and bear interest at prime plus 50 basis points with the provisions that the rate can adjust downward given the Company meets certain performance provisions. WidePoint’s credit facility requires that the Company maintain specified financial covenants relating to fixed charge coverage, interest coverage, and debt coverage, and maintain a certain level of consolidated net worth.

f. With respect to the $102,722 adjustment to accrued expenses, WidePoint adjusted for accrued expenses associated with the purchase of iSYS, which were not yet paid. These include legal, accounting, and other direct fees associated the acquisition and the credit facility with Cardinal Bank.

g. With respect to the $3,500,000 adjustment in long-term debt, the Company utilized $2,000,000 in a four year term loan of which it apportioned $1,500,000 to long-term debt and utilized another $2,000,000 in a 14 month sellers note between WidePoint and the seller of iSYS. In January 2008 WidePoint entered into a senior lending agreement with Cardinal Bank which provided a four year term note collateralized by the Company’s eligible contract receivables, inventory, all of its stock in certain of our subsidiaries and certain property and equipment, and bear interest at the prime plus 50 basis points and can adjust downward given performance measures being met within its credit agreement with the interest rate not to go below 6.5%. WidePoint’s credit facility requires that the Company maintain specified financial covenants relating to fixed charge coverage, interest coverage, and debt coverage, and maintain a certain level of consolidated net worth. In January 2008 WidePoint entered into a subordinated 14 month term sellers note with the iSYS seller which bears interest at 10%.

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h. With respect to the $1500 adjustment in Common Stock, the Company issued 1,500,000 restricted shares of common stock at a price per share of $1.20 on January 8, 2008 as part of the consideration paid to the seller of iSYS for $1,800,000.

i. With respect to the $48,315 reduction in additional paid-in-capital, the Company increased additional paid-in capital $1,798,500 as a result of the issuance of 1,500,000 restricted shares common stock of WidePoint at a $1.20 per share on January 4, 2008 and eliminated $1,846,815 of member’s capital of iSYS in connection with the Company’s above-referenced purchase.

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