SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  Form S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           The WideCom Group Inc.
           (Exact name of registrant as specified in its charter)


         Ontario, Canada                             98-0139939
 (State or other jurisdiction of                 (I.R.S. employer
  incorporation or organization)                identification no.)

   37 George Street North, Suite 103
       Brampton, Ontario, Canada                      L6X 1R5
(Address of principal executive offices)             (Zip code)

                               [The Agreement]
                          (Full title of the plan)

                          Frederick M. Mintz, Esq.
     Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
                   (Name and address of agent for service)

                               (212) 486-2500
                   (Telephone number, including area code,
                            of agent for service)

                       CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------
                                 Proposed      Proposed
 Title of                         maximum       maximum
securities         Amount        offering      aggregate      Amount of
  to be            to be           price       offering      registration
registered       registered    per share(1)      price           fee
----------       ----------    ------------    --------      ------------

Common Stock,      35,000         $.6875       $24,062.50        $6.02
par value $.01
---------------------------------------------------------------------------

[FN]
<F1>  Computed pursuant to Rule 457 (c) of the Securities Act of 1933, as
      amended, solely for the purpose of calculating the registration fee
      and not as a representation as to any actual proposed price. The
      proposed maximum offering price per unit, maximum aggregate offering
      price and registration fee is based upon the average of the high and
      the low price in the market for the common stock on January 31, 2001.

PART I

INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

Item 1.  Plan Information
         ----------------

(a)   General Plan Information

      (1)   The name of the plan is the Agreement (the "Plan") made as of
            the 31st day of January 2001 by and between Mintz & Fraade,
            P.C. (the "Firm") and Frederick M. Mintz (the "Attorney"),
            having their principal place of business at 488 Madison Avenue,
            New York, New York, 10022 and the WideCom Group Inc. (the
            "Company" or "Registrant") a Canadian corporation with offices
            at 37 George Street North, Suite 103, Brampton, Ontario,
            Canada, L6X 1R5.

            35,000 shares of the Company's common stock, par value $.01,
            are being issued to the Attorney under the Plan.

      (2)   The general nature and purpose of this Plan is to make payment
            on account of fees for professional services in the agreed
            amount of $26,250.

      (3)   The plan is not subject to any provisions of the Employee
            Retirement Income Security Act of 1974.

      (4)   Additional information about the Plan may be obtained from:

            Mintz & Fraade, P.C.
            488 Madison Avenue
            New York, New York 10022
            Attn: Frederick M. Mintz
            Telephone No.: (212) 486-2500

(b)   Securities to be Offered

      (1)   35,000 shares of the Company's common stock, par value $.01.

      (2)   The Company's securities are registered under Section 12(g) and
            Section 12(b) of the Securities Exchange Act of 1934.

(c)   Employees Who May Participate in the Plan

      The Attorney is the sole individual eligible to participate in the
      plan.

(d)   Purchase of Securities Pursuant to the Plan and Payment for
      Securities Offered

      The securities being offered as compensation for outstanding fees for
      professional services rendered.

(e)   Resale Restrictions

      There are no restrictions on the resale of the Securities being
      registered pursuant to the Plan.

(f)   Tax Effects of Participation

      The value of the shares shall be deemed to be ordinary income to the
      Attorney and a business expense for the Registrant.

(g)   Investment of Funds

      N/A


(h)   Withdrawal from the Plan; Assignment of Interest

      N/A

(i)   Forfeitures and Penalties

      N/A

(j)   Charges and Deductions and Liens Therefore

      N/A

Item 2.  Registrant Information and Employee Plan Annual Information
         -----------------------------------------------------------

      The Registrant shall provide to the Attorney without charge, upon his
      written or oral request, the documents which are incorporated by
      reference in Item 3 of Part II of this Registration Statement. Such
      documents are incorporated by reference in the Section 10(a)
      prospectus. The Registrant shall also provide to the Attorney,
      without charge, upon his written or oral request, with all other
      documents required to be delivered to employees pursuant to Rule
      428(b). Any and all such requests shall be directed to the Registrant
      at its office at 37 George Street North, Suite 103, Brampton,
      Ontario, Canada, L6X 1R5.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

      The following documents are incorporated by reference into this
      Registration Statement and made a part hereof:

(a)   The registrant's Form 10-KSB for the fiscal year ended March 31, 2000
      filed on July 19, 2000 pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
      well as the registrant's latest quarterly reports on Form 10-QSB for
      the quarter ended September 30, 2000 filed on November 27, 2000.

(b)   All other reports which may be filed by the Registrant pursuant to
      Section 13 (a) or 15 (d) of the Exchange Act since the end of the
      fiscal year covered by the registrant document referred to in (a)
      immediately above.

(c)   Any statement contained in a document incorporated or deemed to be
      incorporated by reference herein shall be deemed to be modified or
      superseded for purpose of this Registration Statement to the extent
      that a statement contained herein or in any other subsequently filed
      document which also is or is deemed to be incorporated by reference
      herein modifies or supersedes such statement. Any statement so
      modified or superseded shall not be deemed, except as so modified or
      superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities
         -------------------------

      The class of securities to be offered hereby has been registered
      under Section 12 of the Exchange Act by the registrant, and
      incorporated by reference.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

      The validity of the securities offered will be passed upon for the
      Company by the law firm of Mintz & Fraade, P.C., of New York, New
      York.

      The law firm of Mintz & Fraade, P.C. has rendered legal services for
      and on behalf of the Registrant. The firm is located at 488 Madison
      Avenue, Suite 1100, New York, New York, 10022.

      Schwartz, Lewitski, Feldman, LLP., consent to the incorporation by
      reference of their report on the audited financial statements
      contained in the Form 10-KSB filed on July 19, 2000.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

      The Company's Bylaws includes a provision that eliminates the
      personal liability of its directors to the Company or its
      stockholders.

Item 8.  Exhibits
         --------

      The exhibits to the Registration Statement are listed in the Index to
      Exhibits included on Page 7 herein.

Item 9.  Consultants and Advisors
         ------------------------

      The following consultant and advisor will be issued securities
      pursuant to this Registration Statement:

<TABLE>
<CAPTION>

Name                  Number      Type of Services Provided
----                  ------      -------------------------

<S>                   <C>         <C>
Frederick M. Mintz    35,000      Legal and Advisory Services

</TABLE>

Item 10. Undertakings
         ------------

(a)   The undersigned Registrant hereby undertakes to file, during any
      period in which offers or sales are being made, a post-effective
      amendment to the Registration Statement to include any material
      information about the plan not previously disclosed in the
      Registration Statement or any material change to any such information
      in the Registration Statement.

(b)   Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors, officers and
      controlling persons of the Registrant pursuant to the foregoing
      provisions, or otherwise, the Registrant has been advised that in the
      opinion of the Securities and Exchange Commission such
      indemnification is against public policy as expressed in the Act and
      is, therefore, unenforceable. If a claim for indemnification against
      such liabilities (other than the payment by the Registrant of
      expenses incurred or paid by a director, officer or controlling
      person of the Registrant in the successful defense of any action,
      suit or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being
      registered, the Registrant will, unless in the opinion of its counsel
      the matter has been settled by controlling precedent submit to a
      court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the
      Act and will be governed by the final adjudication of such issue.


                                 Signatures

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the Province of Ontario in Canada, on this
31st day of January 2001.

                                       The Widecom Group Inc.

                                       By: /s/ Raja Tuli
                                           -----------------------------
                                           Raja S. Tuli, President & CEO

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Name                       Title                         Date
----                       -----                         ----

/s/ Raja S. Tuli           President, Chief Executive    January 31, 2001
-----------------------    Officer and Director
Raja S. Tuli

/s/ Suneet S. Tuli         Executive Vice President,     January 31, 2001
-----------------------    Secretary and Director
Suneet S. Tuli             and Director

/s/ K.C. Sharma            Director                      January 31, 2001
-----------------------
Lt. Colonel K.C. Sharma

/s/ Ajit Singh             Director                      January 31, 2001
-----------------------
Dr. Ajit Singh


                              INDEX TO EXHIBITS

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

   5       Opinion of Mintz & Fraade, P.C.

  10       Agreement by and between Mintz & Fraade, P.C.
           and Frederick M. Mintz and The Widecom Group, Inc.

  23       Consent of Schwartz, Lewitsky, Feldman, LLP
[{"type": "S-8", "sequence": "1", "filename": "wide-s8.txt", "description": "BODY OF S-8", "secsgml_size_bytes": 12296}]
{"company-data": {"conformed-name": "WIDECOM GROUP INC", "cik": "0000922023", "assigned-sic": "3669", "irs-number": "980139939", "state-of-incorporation": "A6", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57132", "film-number": "1570206"}, "business-address": {"street1": "72 DEVON ROAD", "street2": "BRAMPTON", "city": "ONTARIO, CANADA L4Z", "state": "A6", "phone": "9057120505"}, "mail-address": {"street1": "72 DEVON ROAD", "street2": "BRAMPTON", "city": "ONTARIO, CANADA L4Z", "state": "A6"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  Form S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           The WideCom Group Inc.
           (Exact name of registrant as specified in its charter)

         Ontario, Canada                             98-0139939
 (State or other jurisdiction of                 (I.R.S. employer
  incorporation or organization)                identification no.)

   37 George Street North, Suite 103
       Brampton, Ontario, Canada                      L6X 1R5
(Address of principal executive offices)             (Zip code)

                               [The Agreement]
                          (Full title of the plan)

                          Frederick M. Mintz, Esq.
     Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
                   (Name and address of agent for service)

                               (212) 486-2500
                   (Telephone number, including area code,
                            of agent for service)

                       CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------
                                 Proposed      Proposed
 Title of                         maximum       maximum
securities         Amount        offering      aggregate      Amount of
  to be            to be           price       offering      registration
registered       registered    per share(1)      price           fee
----------       ----------    ------------    --------      ------------

Common Stock,      35,000         $.6875       $24,062.50        $6.02
par value $.01
---------------------------------------------------------------------------

[FN]
Computed pursuant to Rule 457 (c) of the Securities Act of 1933, as
      amended, solely for the purpose of calculating the registration fee
      and not as a representation as to any actual proposed price. The
      proposed maximum offering price per unit, maximum aggregate offering
      price and registration fee is based upon the average of the high and
      the low price in the market for the common stock on January 31, 2001.

PART I

INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

Item 1.  Plan Information
         ----------------

(a)   General Plan Information

      (1)   The name of the plan is the Agreement (the "Plan") made as of
            the 31st day of January 2001 by and between Mintz & Fraade,
            P.C. (the "Firm") and Frederick M. Mintz (the "Attorney"),
            having their principal place of business at 488 Madison Avenue,
            New York, New York, 10022 and the WideCom Group Inc. (the
            "Company" or "Registrant") a Canadian corporation with offices
            at 37 George Street North, Suite 103, Brampton, Ontario,
            Canada, L6X 1R5.

            35,000 shares of the Company's common stock, par value $.01,
            are being issued to the Attorney under the Plan.

      (2)   The general nature and purpose of this Plan is to make payment
            on account of fees for professional services in the agreed
            amount of $26,250.

      (3)   The plan is not subject to any provisions of the Employee
            Retirement Income Security Act of 1974.

      (4)   Additional information about the Plan may be obtained from:

            Mintz & Fraade, P.C.
            488 Madison Avenue
            New York, New York 10022
            Attn: Frederick M. Mintz
            Telephone No.: (212) 486-2500

(b)   Securities to be Offered

      (1)   35,000 shares of the Company's common stock, par value $.01.

      (2)   The Company's securities are registered under Section 12(g) and
            Section 12(b) of the Securities Exchange Act of 1934.

(c)   Employees Who May Participate in the Plan

      The Attorney is the sole individual eligible to participate in the
      plan.

(d)   Purchase of Securities Pursuant to the Plan and Payment for
      Securities Offered

      The securities being offered as compensation for outstanding fees for
      professional services rendered.

(e)   Resale Restrictions

      There are no restrictions on the resale of the Securities being
      registered pursuant to the Plan.

(f)   Tax Effects of Participation

      The value of the shares shall be deemed to be ordinary income to the
      Attorney and a business expense for the Registrant.

(g)   Investment of Funds

      N/A

(h)   Withdrawal from the Plan; Assignment of Interest

      N/A

(i)   Forfeitures and Penalties

      N/A

(j)   Charges and Deductions and Liens Therefore

      N/A

Item 2.  Registrant Information and Employee Plan Annual Information
         -----------------------------------------------------------

      The Registrant shall provide to the Attorney without charge, upon his
      written or oral request, the documents which are incorporated by
      reference in Item 3 of Part II of this Registration Statement. Such
      documents are incorporated by reference in the Section 10(a)
      prospectus. The Registrant shall also provide to the Attorney,
      without charge, upon his written or oral request, with all other
      documents required to be delivered to employees pursuant to Rule
      428(b). Any and all such requests shall be directed to the Registrant
      at its office at 37 George Street North, Suite 103, Brampton,
      Ontario, Canada, L6X 1R5.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

      The following documents are incorporated by reference into this
      Registration Statement and made a part hereof:

(a)   The registrant's Form 10-KSB for the fiscal year ended March 31, 2000
      filed on July 19, 2000 pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
      well as the registrant's latest quarterly reports on Form 10-QSB for
      the quarter ended September 30, 2000 filed on November 27, 2000.

(b)   All other reports which may be filed by the Registrant pursuant to
      Section 13 (a) or 15 (d) of the Exchange Act since the end of the
      fiscal year covered by the registrant document referred to in (a)
      immediately above.

(c)   Any statement contained in a document incorporated or deemed to be
      incorporated by reference herein shall be deemed to be modified or
      superseded for purpose of this Registration Statement to the extent
      that a statement contained herein or in any other subsequently filed
      document which also is or is deemed to be incorporated by reference
      herein modifies or supersedes such statement. Any statement so
      modified or superseded shall not be deemed, except as so modified or
      superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities
         -------------------------

      The class of securities to be offered hereby has been registered
      under Section 12 of the Exchange Act by the registrant, and
      incorporated by reference.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

      The validity of the securities offered will be passed upon for the
      Company by the law firm of Mintz & Fraade, P.C., of New York, New
      York.

      The law firm of Mintz & Fraade, P.C. has rendered legal services for
      and on behalf of the Registrant. The firm is located at 488 Madison
      Avenue, Suite 1100, New York, New York, 10022.

      Schwartz, Lewitski, Feldman, LLP., consent to the incorporation by
      reference of their report on the audited financial statements
      contained in the Form 10-KSB filed on July 19, 2000.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

      The Company's Bylaws includes a provision that eliminates the
      personal liability of its directors to the Company or its
      stockholders.

Item 8.  Exhibits
         --------

      The exhibits to the Registration Statement are listed in the Index to
      Exhibits included on Page 7 herein.

Item 9.  Consultants and Advisors
         ------------------------

      The following consultant and advisor will be issued securities
      pursuant to this Registration Statement:
Name                  Number      Type of Services Provided
----                  ------      -------------------------
Frederick M. Mintz    35,000      Legal and Advisory Services
Item 10. Undertakings
         ------------

(a)   The undersigned Registrant hereby undertakes to file, during any
      period in which offers or sales are being made, a post-effective
      amendment to the Registration Statement to include any material
      information about the plan not previously disclosed in the
      Registration Statement or any material change to any such information
      in the Registration Statement.

(b)   Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors, officers and
      controlling persons of the Registrant pursuant to the foregoing
      provisions, or otherwise, the Registrant has been advised that in the
      opinion of the Securities and Exchange Commission such
      indemnification is against public policy as expressed in the Act and
      is, therefore, unenforceable. If a claim for indemnification against
      such liabilities (other than the payment by the Registrant of
      expenses incurred or paid by a director, officer or controlling
      person of the Registrant in the successful defense of any action,
      suit or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being
      registered, the Registrant will, unless in the opinion of its counsel
      the matter has been settled by controlling precedent submit to a
      court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the
      Act and will be governed by the final adjudication of such issue.

                                 Signatures

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the Province of Ontario in Canada, on this
31st day of January 2001.

                                       The Widecom Group Inc.

                                       By: /s/ Raja Tuli
                                           -----------------------------
                                           Raja S. Tuli, President & CEO

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Name                       Title                         Date
----                       -----                         ----

/s/ Raja S. Tuli           President, Chief Executive    January 31, 2001
-----------------------    Officer and Director
Raja S. Tuli

/s/ Suneet S. Tuli         Executive Vice President,     January 31, 2001
-----------------------    Secretary and Director
Suneet S. Tuli             and Director

/s/ K.C. Sharma            Director                      January 31, 2001
-----------------------
Lt. Colonel K.C. Sharma

/s/ Ajit Singh             Director                      January 31, 2001
-----------------------
Dr. Ajit Singh

                              INDEX TO EXHIBITS

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

   5       Opinion of Mintz & Fraade, P.C.

  10       Agreement by and between Mintz & Fraade, P.C.
           and Frederick M. Mintz and The Widecom Group, Inc.

  23       Consent of Schwartz, Lewitsky, Feldman, LLP