SecProbe.io

CORRESP
 1
 filename1.htm

 wyy_corresp.htm WIDEPOINT CORPORATION 11250 Waples Mill Road, South Tower 210 Fairfax, Virginia 22030 August 25, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Pierce Re: WidePoint Corporation Registration Statement on Form S‑3 (Registration No. 333-289721) Ms. Pierce: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, WidePoint Corporation, hereby requests that the above-referenced Registration Statement be declared effective at 1:00 p.m., eastern time, on August 28, 2025, or as soon as practicable thereafter. Very truly yours, WidePoint Corporation By: /s/ Robert George Robert George Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 22, 2025

Jin Kang
Chief Executive Officer
WidePoint Corporation
11250 Waples Mill Road, South Tower 210
Fairfax, Virginia

 Re: WidePoint Corporation
 Registration Statement on Form S-3
 Filed August 20, 2025
 File No. 333-289721
Dear Jin Kang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: John J. Wolfel
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

wyy_corres

WIDEPOINT CORPORATION

11250 Waples Mill Road, South Tower 210

Fairfax, Virginia 22030

June
24, 2020

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:
Jeff Kauten

Re:

WidePoint
Corporation

Registration Statement on Form S-3 (Registration No.
333-239303)

Mr.
Kauten:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, the undersigned
registrant, WidePoint Corporation, hereby requests that the
above-referenced Registration Statement be declared effective at
1:00 p.m., eastern time, on June 29, 2020, or as soon as
practicable thereafter.

Very
truly yours,

WidePoint
Corporation

By: /s/ Jin
Kang

       Jin
Kang

       Chief
Executive Officer

United States securities and exchange commission logo
June 24, 2020
Jin Kang
Chief Executive Officer
WidePoint Corporation
11250 Waples Mill Road, South Tower 210
Fairfax, VA 22030
Re:WidePoint Corporation
Registration Statement on Form S-3
Filed June 19, 2020
File No. 333-239303
Dear Mr. Kang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John J. Wolfel, Esq.

February 1, 2011
 Mr. James McCubbin Chief Financial Officer Widepoint Corporation 18W100 22
nd St.
Oakbrook Terrace, IL 60181
Also via fax at (443)782-0096

Re: Widepoint Corporation
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 31, 2010 File No. 001-33035

Dear Mr. McCubbin:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issues raised.
Sincerely,

        /s/ Kathleen Collins
Kathleen Collins  Accounting Branch Chief

CORRESP
1
filename1.htm

    corres011411.htm

WidePoint Corporation

18W100 22nd Street

Oakbrook Terrace, Illinois 60181

January 14, 2011

Room 4561

Kathleen Collins

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

                Re:                      WidePoint Corporation

                      Form 10-K for the Year Ended December 31, 2009

                      Filed March 31, 2010

                      Form 10-Q for Quarterly Period Ended September 30, 2010

                      Filed November 12, 2010

                      File No. 001-33035

Dear Ms. Collins:

WidePoint Corporation (the “Company”) has reviewed your letter dated December 7, 2010 (the “December 7 Comment Letter”) regarding the Company’s Form 10-K and 10-Q referenced above.  The Company responds to the December 7 Comment Letter as set forth below.  The paragraph numbers below are intended to correspond to the paragraph numbers set forth in the December 7 Comment Letter.  In addition, for your convenience, we have restated each of your comments as set forth in the December 7 Comment Letter immediately preceding each of our responses below.

Form 10-K for the Year Ended December 31, 2009

Notes to the Financial Statements

Note 2.  Significant Accounting Policies

Revenue Recognition, Page F-11

1.

We note your response to our prior comments 2 and 3.  In an effort to further understand the significance of your software and multiple element arrangements, please tell us how much revenue was generated in the nine months ended September 30, 2010 in arrangements accounted for under software revenue recognition guidance as well as the amount of revenue generated from multiple element arrangements for each of the following: PKI, when the company controls the issuance of the credentials; PKI, when the customer controls the issuance of the credentials; Protexx products; and transactions in the Advance Response Concepts subsidiary.

RESPONSE:  Certain of our arrangements are such that software is more than incidental to the products and services as a whole.  In these cases we apply the guidance of ASC 985-605.   Our arrangements accounted under ASC 985-605 predominantly do not include multiple deliverables.  However, occasionally we will enter into such arrangements.  We also have arrangements that involve multiple deliverables where software is not part of the arrangement or deemed to be incidental.  In these cases we apply the guidance in ASC 605-25.  We have summarized revenue recognized during the nine months ended September 30, 2010 for PKI, ARC, Protexx, and Wireless and the revenue recognition guidance applied.

ASC – 985

ASC-605

Containing Multiple Elements

Not Containing Multiple Elements

Containing Multiple Elements

Not Containing Multiple Elements

-

PKI(1)

-

$6,500,000

-

-

   Company Controls Issuance

-

$2,200,000

-

-

   Intermediary Controls

   Issuance

-

$4,300,000

-

-

ARC(2)

$1,400,000

-

-

-

Protexx

-

$     14,000

-

-

Wireless(3)

-

-

$20,700,000

-

Ms. Kathleen Collins

January 14, 2011

Page 2 of 3

       (1) PKI or Public Key Infrastructure is the infrastructure that allows us to sell identity credentialing software certificates and other related products and services.  Identity credentialing software certificates have a finite useful life that cannot be modified or updated after issuance. These certificates are delivered electronically to the end user.  There is no obligation to provide post contract services in relation to certificates issued.  Sales of individual identity credentialing software certificates whereby the Company issues the certificates is recognized at the time the credential is issued.  Sales of blocks of identity credentialing software certificates to intermediaries who control issuance of the certificates is recognized as revenue at the time control of the credential is transferred and available for issuance by the intermediary. During the nine months ended September 30, 2010 none of our arrangements for the delivery of products or services related to PKI contained multiple element arrangements.

(2) ARC revenues recognized during the nine month period ending September 30, 2010 were associated materially under a contract with multiple elements tied to the final delivery of the solution.  Elements include software and hardware that are integrated into a final delivered solution.  The hardware elements are separately procured and priced through third party vendor who deals in such equipment.  Our pricing is based on Third Party Evidence of Value ("TPE") with either handling charges or additional fees included in our General Services Administration ("GSA") schedule which is similar to those offered by other hardware vendors for similar products and/or services as well as charges for handling and additional fees. The hardware elements under this arrangement procured for the solution was purchased through a third party vendor.  The hardware elements were recognized at the time of delivery and/or integration into the solution.

(3) Wireless revenues consist of managed service agreements with U.S. Federal agencies. Managed service agreements may require us to provide the customer with asset management, inventory management, and/or optimization of billable minutes; all of which is managed utilizing our proprietary software and we bill for such services on a monthly basis. The customer never has contractual right to our proprietary software utilized to provide these managed services.  Our monthly managed service fees are pre-established under several pre-negotiated contract either with the GSA or under other contract vehicles.  Pricing is predominately standardized across contract vehicles for these manage services.  Under these agreements we also offer the option for the resale of wireless devices to the agencies and for the resale of bands of minutes under calling plans from carriers.  Pricing for these separate elements is similar to those offered by other telecommunications carriers for similar products and/or services as well as charges for handling and additional fees customarily charged. All additional handling charges or additional fees added to each element are materially standardized across contracts.  These arrangements are priced based on TPE under pre-negotiated indefinite delivery indefinite quantity (IDIQ) contracts entered into with the GSA.  The customer can accept all or part of the products and/or services at the pre-negotiated price offered under the arrangement.  Revenue associated with the resale of wireless devices or bands of minutes under calling plans is recognized on a gross basis as the Company bears significant risk in this transaction and is obligated to pay the telecommunications carrier. Devices purchased through telecommunications carriers are separately recorded as revenue when delivered to the customer or in the possession of the Company. The Company does not own the devices but maintains inventory purchased by the federal government or its agencies for deployment.

2.

We reissue part of our prior comment 4 to tell us if you have multiple element arrangements aside from your PKI related contracts and if so, then please tell us how you considered describing the nature of such arrangements. If not, then please clarify your disclosure in future filings that the PKI related contracts are your only multiple element arrangements.

RESPONSE:  We do have multiple element arrangements aside from our PKI related contracts.  For the nine month period ending September 30, 2010 we did not have any PKI related multiple element arrangements.  While it did not occur in this period it is possible for us to perform other services such as consulting services, maintenance and other services along with the issuance of credentials.     Please refer to the table in our response to comment 1 for further information as to scope and descriptions of the nature of the multiple element arrangements that occurred during the nine month period ended September 30, 2010.  In prospective future filings we will further clarify these arrangements as discussed in this letter in our revenue recognition policy.

3.

Additionally, we note from your response to our prior comment 4 where you state the value of your undelivered elements is allocated based upon the price charged for the same element when sold separately. We further note that you consider historical pricing for volume discounts based upon the size of the contract and apply such over each element.  Please clarify and expand further on how you establish vendor specific objective evidence. In this regard, you seem to indicate that pricing is not standard for the undelivered elements and if pricing varies from customer to customer how can you reasonably estimate fair value. Please include in your response the process you use to evaluate the various factors that affect how you establish VSOE for each of the multiple elements (i.e., maintenance and professional services) for each product line in your arrangements, including customer type, purchase volume, geographic region, etc. pursuant to ASC 985-605-25-6. In your response, please tell us the volume of standalone sales used in your most recent VSOE analysis. If you assessed VSOE based on a bell-shaped-curve approach, please tell us the percentage of stand-alone sales that fall within a narrow range of the median price.

Ms. Kathleen Collins

January 14, 2011

Page 3 of 3

RESPONSE:  For almost all such arrangements, we typically use Third Party Evidence of value rather than VSOE.  As explained in footnote (3) in our response to comment 1, because our pricing on most elements are included in our GSA schedule which approximates pricing of other vendors for similar products, we believe that TPE is more appropriate.  In many cases, these GSA pricing lists include standard volume discounts.  As discussed in our response to comment 1, we have outlined the different revenue types and the types of multiple deliverables, if any, in each of those.    In the rare cases where we have multiple deliverables in arrangements accounted for under ASC 985-605, we would have VSOE for maintenance.  On our arrangements within the wireless segment, we price our managed services based on customized needs, typically in an open bid process.  Other elements such as mobile devices and air time are available to customers. Air and data services are tracked and managed through telecommunications carriers as services are consumed. Charges are recognized on a gross basis as iSYS bears significant risk in this transaction and is obligated to pay the telecommunications carrier. Devices purchased through telecommunications carriers are separately recorded as revenue when delivered to the customer or in the possession of iSYS. iSYS does not own the devices but maintains inventory purchased by the federal government or its agencies for deployment.  Charges are recognized on a gross basis as iSYS bears significant risk in this transaction and is obligated to pay the telecommunications carrier.  Pricing is based upon carrier costs along with a standard and uniformed handling fee or markup.  However, the quantity of such elements may not be a specific deliverable in our arrangement.  Rather, they are available to our customers when and if they decide to purchase these items. As discussed above, the pricing on these items is based upon our stated GSA agreement and would be offered at the same pricing for all customers.

Form IO-Q for Quarterly Period Ended September 30, 2010

Notes to the Financial Statements

Note 2. Significant Accounting Policies, page 6

4.

You disclose that you will adopt ASU 2009-13 prospectively. However you state that it was determined there was no material impact upon adoption based on your current revenue arrangements. It is unclear from these disclosures whether or not you have early adopted this guidance. Please confirm for us whether you have early adopted ASU 200913, and if so, your considerations of the disclosures required by ASC 605-25-65. If you have not yet adopted this new guidance, please clarify your disclosures in your Form 10-K for fiscal year ended December 31, 2010. Additionally, we have similar concerns for your disclosures regarding adoption of ASU 2009-14.  Please address them separately in your response.

RESPONSE:  We have not yet adopted the new guidance and will clarify our disclosure in our Form 10-K for the fiscal year end December 31, 2010.

*           *           *

In connection with responding to the December 7 Comment Letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further comments regarding this letter, the response contained herein or the Form 10-K or 10-Q referred to above, please contact the undersigned or the Company’s outside counsel, Thomas L. James, Esq., Foley & Lardner LLP, 3000 K Street N.W., Washington, D.C. 20007; Telephone No.: (202) 672-5300, Facsimile No.: (202) 672-5389.

Sincerely,

/s/ James T. McCubbin

____________________________________

James T. McCubbin, Chief Financial Officer

CORRESP
1
filename1.htm

    corres010711.htm

WidePoint Corporation

18W100 22nd Street

Oakbrook Terrace, Illinois 60181

January 7, 2011

Room 4561

Kathleen Collins

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:         WidePoint Corporation

Form 10-K for the Year Ended December 31, 2009

Filed March 31, 2010

Form 10-Q for Quarterly Period Ended September 30, 2010

Filed November 12, 2010

File No. 001-33035

Dear Ms. Collins:

WidePoint Corporation (the “Company”) has reviewed your letter dated December 7, 2010 (the “December 7 Comment Letter”) regarding the Company’s Form 10-K and 10-Q referenced above.  As discussed and agreed upon with the United States Securities and Exchange Commission on January 6, 2011, the Company will file its response to the December 7 Comment Letter no later than January 14, 2011.

If you have any further comments regarding this letter, please contact the undersigned or the Company’s outside counsel, Thomas L. James, Esq., Foley & Lardner LLP, 3000 K Street N.W., Washington, D.C. 20007; Telephone No.: (202) 672-5300, Facsimile No.: (202) 672-5389.

Sincerely,

/s/ James T. McCubbin

James T. McCubbin, Chief Financial Officer

CORRESP
1
filename1.htm

    corres121610.htm

WidePoint Corporation

18W100 22nd Street

Oakbrook Terrace, Illinois 60181

December 16, 2010

Room 4561

Kathleen Collins

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

       Re:                      WidePoint Corporation

             Form 10-K for the Year Ended December 31, 2009

             Filed March 31, 2010

             Form 10-Q for Quarterly Period Ended September 30, 2010

             Filed November 12, 2010

             File No. 001-33035

Dear Ms. Collins:

WidePoint Corporation (the “Company”) has reviewed your letter dated December 7, 2010 (the “December 7 Comment Letter”) regarding the Company’s Form 10-K and 10-Q referenced above.  As discussed and agreed upon with the United States Securities and Exchange Commission on December 14, 2010, the Company will file its response to the December 7 Comment Letter no later than January 7, 2011.

If you have any further comments regarding this letter, please contact the undersigned or the Company’s outside counsel, Thomas L. James, Esq., Foley & Lardner LLP, 3000 K Street N.W., Washington, D.C. 20007; Telephone No.: (202) 672-5300, Facsimile No.: (202) 672-5389.

Sincerely,

/s/ James T. McCubbin

____________________________________

James T. McCubbin, Chief Financial Officer

December 7 , 2010

Mr. James McCubbin
Chief Financial Officer
Widepoint Corporation
18W100 22nd St.
Oakbrook Terrace, IL 60181
Also via fax at (443)782 -0096

Re: Widepoint Corporation
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 31, 2010
Form 10 -Q for Quarterly Period Ended September 30, 2010
Filed November 12, 2010
File No. 001 -33035

Dear Mr. McCubbin :

We have reviewed your filing an d have the following comments.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respons e.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.   Unless otherwise noted, where
prior comments are referred to they refer to our letter dated November 1, 2010.

Form 10 -K for Fiscal Year Ending December 31, 2009

Notes to the Financial Statements

Note 2.  Significant Accounting Policies

Revenue Recognition, page F -11
1. We note your response to our prior comments 2 and 3.  In an effort to further understand
the significance of your software and multiple element arrangements , please tell us how
much revenue was generated in the nine months ended September 30, 2010 in
arrangements accounted for under software revenue recognition guidance as well as t he

Mr. James McCubbin
Widepoint Corporation
December 7, 2010
Page 2

amount of revenue generated from multiple element arrangements for each of the
following: PKI, when the company controls the issuance of the credentials; PKI, when
the customer controls the issuance of the credentials; Protexx products ; and transactions
in the Advanced Response Concepts subsidiary.
2. We reissue part of our prior comment 4 to tell us if you have multiple element
arrangements aside from your PKI related contracts  and i f so, then please tell us how you
considered describing the nature of su ch arrangements.  If not, then please clarify your
disclosure in future filings that the PKI related contracts are your only multiple element
arrangements.
3. Additionally, we note from your response to our prior comment 4 where  you state the
value of your u ndelivered elements is allocated based upon the price charged for the same
element when sold separately.  We further note that you consider historical pricing for
volume discounts based upon the size of the contract and apply such over each element.
Pleas e clarify and expand further on how you establish vendor specific objective
evidence.  In this regard, you seem to indicate that pricing is not standard for the
undelivered elements and if pricing varies from customer to customer how can you
reasonably est imate fair value.  Please include in your response the process you use to
evaluate the various factors that affect how you establish VSOE for each of the multiple
elements (i.e., maintenance and professional services ) for each product line in your
arrangem ents, including customer type, purchase volume, geographic region, etc.
pursuant to ASC 985 -605-25-6.  In your response, please tell us the volume of stand -
alone sales used in your most recent VSOE analysis.  If you assessed VSOE based on a
bell-shaped -curve approach, please tell us the percentage of stand -alone sales that fall
within a narrow range of the median price.

Form 10 -Q for Quarterly Period Ended September 30, 2010

Notes to the Financial Statements
Note 2. Significant Accounting Policies, page 6
4. You disclose that you will adopt ASU 2009 -13 prospectively.  However you state that it
was determined there was no material impact upon adoption based on your current
revenue arrangements. It is unclear from these disclosures whether or not you have early
adopted this guidance.  Please confirm for us whether you have early adopted ASU 2009 -
13, and if so, your considerations of the disclosures required by ASC 605 -25-65.  If you
have not yet adopted this new guidance , please clarify your disclosures in your Form 10 -
K for fiscal year ended December 31, 2010.  Additionally, we have similar concerns for
your disclosures regarding adoption of ASU 2009 -14.  Please address them separately in
your response.

Mr. James McCubbin
Widepoint Corporation
December 7, 2010
Page 3

You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564 or Melissa
Feider, Staff Accountant, at (202) 551-3379  if you have any questions regarding  comments on
the financial statements and related matters .  If you need further assistance, you may contact me
at (202) 551 -3499.

Sincerely,

Kathleen Collins
Accounting Branch Chief

CORRESP
1
filename1.htm

    corres111010.htm

WidePoint Corporation

18W100 22nd Street

Oakbrook Terrace, Illinois 60181

November 10, 2010

Room 4561

Kathleen Collins

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

          Re:       WidePoint Corporation

               Form 10-K for the Year Ended December 31, 2009

               Filed March 31, 2010

               File No. 001-33035

Dear Ms. Collins:

WidePoint Corporation (the “Company”) has reviewed your letter dated November 1, 2010 (the “November 1 Comment Letter”) regarding the Company’s Form 10-K referenced above.  The Company responds to the November 1 Comment Letter as set forth below.  The paragraph numbers below are intended to correspond to the paragraph numbers set forth in the November 1 Comment Letter.  In addition, for your convenience, we have restated each of your comments as set forth in the November 1 Comment Letter immediately preceding each of our responses below.

Form 10-K for the Year Ended December 31, 2009

Part 1

Item 1. Business

1.

Please provide a more detailed description of the material terms of your agreements with the Transportation Security Administration, the Department of Homeland Security and the Washington Headquarters Services.  Given the percentage of your total revenues derived from these customers, a more detailed description of the material terms of these agreements would provide investors with a better understanding of your business taken as a whole.

RESPONSE:  Pursuant to your comment:  the Company will prospectively comply with your request in future filings and provide more detailed descriptions of the material terms of these agreements where any singular agreement is deemed to be material to the Company.

Notes to Consolidated Financial Statements

Note 2. Significant Accounting Policies

Revenue Recognition, page F-11

2.

Your revenue recognition policy states that you apply the principles prescribed in ASC 605-25 when arrangements with customers on PKI related contracts involve multiple deliverable elements.  We also note on page F-11 that the company generates revenues from the delivery of non-customized software from the sale of PKI credentials.  Please confirm if you account for PKI arrangements under the software revenue recognition guidance.  If so, please revise your disclosures in future filings to reference ASC 985-605-25.  If not, then please provide us with your analysis as to why ASC 985-605 is not applicable to such arrangements.

RESPONSE:  Pursuant to your comment:  We confirm that we account for our PKI arrangements under the software revenue recognition guidance ASC 985-605-25-3 for arrangements that do not require significant production, modification or customization of software and will revise our disclosures prospectively in future filings.

Ms. Kathleen Collins

November 10, 2010

Page 2 of 2

3.

In addition, please tell us whether you account for other products or services (e.g., Protexx products, Vuance products in 2010, software reselling services, etc.) under the software revenue recognition guidance and your consideration for disclosing such policies if material and applicable.

RESPONSE:  Pursuant to your comment:  Where applicable we confirm that we account for related arrangements sold by either Protexx and or our Advanced Response Concepts (as purchased from Vuance in February 2010) subsidiaries under software revenue recognition guidance under ASC 985-605.  During fiscal year 2009, no material arrangements and or agreements were in place with Protexx as they were a development stage company.  Our Advance Response Concepts subsidiary (formerly the assets purchased from Vuance in February of 2010) did not undertake any business in fiscal year 2009 and as such no material arrangements and or agreements were in place.  For fiscal year 2010 any material arrangements and or agreements that occur in fiscal year 2010 will be disclosed where those arrangements are found to be material and applicable.  We will specifically identify the type of any such arrangements and the applicable section under ASC 985-605 that applies.  In determination of that materiality we review scope of work, size of arrangements and or contracts, and period of performance.

4.

We further note that when arrangements with customers involve multiple deliverable elements, your policy is to allocate the revenue to each component using the residual value method based on the fair value of the undelivered elements.  Please tell us how you derive the fair value of each of your undelivered elements with reference to specific accounting guidance.  Additionally, if you have multiple element arrangements set aside from your PKI related contracts, please tell us how you considered describing the nature of such arrangements.  If not, then please clarify your disclosures in future filings that the PKI related contracts are your only multiple element arrangements.

RESPONSE:  Pursuant to your comment:  We derive the fair value of each of our elements in multiple-element arrangements based upon Company specific objective evidence of fair value for these elements.  The value of undelivered elements (typically maintenance, hardware, and/or non-customized software elements) is allocated based upon the price charged for the same element when sold separately.  We consider our historical pricing for volume discounts based upon the size of the contract and apply such over each element.

*           *           *

In connection with responding to the November 1 Comment Letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further comments regarding this letter, the response contained herein or the Form 10-K, please contact the undersigned or the Company’s outside counsel, Thomas L. James, Esq., Foley & Lardner LLP, 3000 K Street N.W., Washington, D.C. 20007; Telephone No.: (202) 672-5300, Facsimile No.: (202) 672-5389.

Sincerely,

/s/ James T. McCubbin

James T. McCubbin, Chief Financial Officer

November 1, 2010

Mr. James McCubbin
Chief Financial Officer
Widepoint Corporation
18W100 22nd St.
Oakbrook Terrace, IL 60181
Also via fax at (443)782 -0096

Re: Widepoint Corporation
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 31, 2010
File No. 001 -33035

Dear Mr. McCubbin :

We have reviewed your filing an d have the following comments.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter with in ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment i s appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for Fiscal Year Ending December 31, 2009

Part 1

Item 1.  Business
1. Please provide a more detailed description of the material terms of your agreements with
the Transportation Security Administration, the Department of Homeland Security and
the Washington Headquarters Services.  Given the percentage of your total revenues
derived from these customers, a more detailed description of the material terms of these
agreements would provide investors with a better understanding of your business taken as
a whole.

Mr. James McCubbin
Widepoint Corporation
November 1, 2010
Page 2

Notes to the Financial Statemen ts

Note 2.  Significant Accounting Policies

Revenue Recognition , page F -11

2. Your revenue recognition policy states that you apply the principles prescribed in ASC
605-25 when arrangements with customers on PKI related contracts involve multiple
deliverable elements.  We also note on page F -11 that the company generates revenues
from the delivery of non -customized software from the sale of PKI credentials.  Please
confirm if you account for PKI arrangements under the software revenue recognition
guidance.  If so, please revise your disclosures in future filings to reference ASC 985 -
605-25.  If not, then please provide us with your analysis as to why ASC 985 -605 is not
applicable to such arrangements.

3. In addition, please tell us whether you account for other products or services (e.g.,
Protexx products, Vuance products in 2010, sof tware reselling services, etc.) under t he
software revenue recognition guidance and your consideration for disclosing such
policies  if material and applicable.

4. We further note that when arrangements with customers involve multiple deliverable
elements , your policy is to allocate the revenue to each component using the residual
value method based on the fair value of the undelivered element s.  Please tell us how you
derive the fair value of each of your undelivered elements with reference to specific
accou nting guidance.  Additionally, if you have multiple element arrangements aside
from your PKI related contracts, please tell us how you considered describing the nature
of such arrangements.  If not, then please clarify your disclosures in future filings that the
PKI related contracts are your only multiple element arrangements .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the d isclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. James McCubbin
Widepoint Corporation
November 1, 2010
Page 3

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United States.

You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564 or Melissa
Feider, Staff Accountant, at (202) 551-3379  if you have any questions regarding  comments on
the financial statements and related m atters .  Please address questions regarding all other
comments to  Ryan Houseal, Staff Attorney, at (202) 551 -3105 or Barbara Jacobs,  Assistant
Director,  at (202) 551-3735.  If you need further assistance, you may contact me at (202) 551 -
3499.

Sincerely ,

Kathleen Collins
Accounting Branch Chief

CORRESP
1
filename1.htm

January 29, 2007

Mr. Patrick Gilmore

Staff Accountant

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D. C. 20549

Re:
WidePoint Corporation

Item 4.01 Form 8-K

Filed January 24, 2007

File No. 001-33035

Dear Mr. Gilmore:

        We
are writing in response to the Staff’s letter of comments, dated January 26, 2007,
regarding the Current Report on Form 8-K, filed January 24, 2007 (the “Form
8-K”), of WidePoint Corporation (the “Company”). Set forth below are the
comments contained in your letter and the Company’s responses thereto.

          1.

          We note in your disclosure that there were no disagreements with your former
          accountant during the fiscal year ended December 31, 2006. The disclosure should
          state whether during the registrant’s two most recent fiscal years and any
          subsequent interim period through the date of dismissal (January 22, 2007) there
          were any disagreements with the former accountant on any matter of accounting
          principles or practices, financial statement disclosure, or auditing scope or
          procedure, which disagreement(s), if not resolved to the satisfaction of the
          former accountant, would have caused it to make reference to the subject matter
          of the disagreement(s) in connection with its reports. Revise your 8-K to
          disclose whether there were any disagreements during the fiscal years ending
          December 31, 2006 and 2005 up through the date of dismissal (January 22, 2007).
          In the event of disagreement(s) and/or reportable event(s), provide the specific
          disclosures required by Item 304(a)(1)(iv) of Regulation S-K.

            Response:

        Per
our telephone conversation with you on January 26, 2007, the second paragraph of the Form
8-K has been revised to read as follows:

     One Lincoln Centre

     (p) 630.629.0003

     Oakbrook Terrace, Illinois 60181

     (f) 630.629.7559

     www.widepoint.com

Mr. Patrick Gilmore

January 29, 2007

Page 2

“On
February 24, 2006, the Company engaged EWC as its independent registered public accounting
firm. From the date of engagement through January 22, 2007, there were no disagreements
(within the meaning of Item 304 of Regulation S-K) between the Company and EWC on any
matters of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of EWC, would have been
referred to in its report. EWC’s report on the Company’s financial statements
for the year ended December 31, 2005 did not contain an adverse opinion or a disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope, or accounting
principles.”

          2.

          We also note you engaged a new accountant on January 22, 2007 and that you did
          not consult with your new accountant during the fiscal year ending December 31,
          2006 and during the subsequent period prior to engagement (January 22, 2007).
          Similar to the previous comment, revise your 8-K to disclose whether there were
          any consultations with your new accountants during the two most recent fiscal
          years ending December 31, 2006 and 2005 up through the date of engagement
          (January 22, 2007).

            Response:

        Per
our telephone conversation with you on January 26, 2007, the fifth paragraph of the Form
8-K has been revised to read as follows:

“During
the fiscal years ended December 31, 2005 and December 31, 2006 and during the subsequent
period prior to the engagement of Moss Adams as its new independent accounting firm, the
Company did not consult with Moss Adams regarding either (i) the application of accounting
principles to a specified transaction or the type of audit opinion that might be rendered
on the Company’s financial statements or (ii) any matter that was either the subject
of a disagreement or a reportable event (as defined in Item 304 of Regulation S-K).”

          3.

          To the extent that you make changes to the Form 8-K to comply with our comments,
          please obtain and file an updated Exhibit 16 letter from the former accountants
          stating whether the accountant agrees with the statements made in your revised
          Form 8-K.

            Response:

        The
Company has obtained an updated Exhibit 16 letter from Epstein, Weber & Conover, PLC
stating that such firm agrees with the statements made in the Company’s Form 8-K/A
No. 1 (the “Amended Form 8-K”).

     * * * * *

        In
connection with the Company’s responses to the Commission’s comments set forth
above, the Company acknowledges that (i) the Company is responsible for the adequacy and
accuracy of the disclosure in the filing, (ii) Staff comments or changes to disclosure in
response to Staff comments do not foreclose the Commission from taking any action with
respect to the filing and (iii) the Company may not assert Staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

Mr. Patrick Gilmore

January 29, 2007

Page 3

        Concurrently
with the delivery of this letter to the Commission the Company has filed the Amended Form
8-K, which sets forth the revisions described above. Please convey any comments or
questions you have regarding the above or the Amended Form 8-K to Arthur H. Bill of Foley
& Lardner LLP at 202-295-4003 or Thomas L. James of such firm at 202-295-4012.

     Sincerely,

     /s/ James T. McCubbin

     James T. McCubbin

     Vice President, Chief Financial

     Officer, Treasurer and Secretary

cc:     Arthur
H. Bill, Esq.

Room 4561
        January 26, 2007

Mr. James T. McCubbin
Vice President and Chief Financial Officer
Widepoint Corporation
One Lincoln Centre
Oakbrook Terrace, IL  60181

Re: Widepoint Corporation
 Item 4.01 Form 8-K
Filed January 24, 2007
 File No.  001-33035

Dear Mr. McCubbin:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. We note in your disclosure that there were no disagreements with your former accountant during the fiscal year ended December 31, 2006.  The disclosure should state whether during the registrant's
two most recent fiscal years and any
subsequent interim period through the date of dismissal (January 22, 2007)  there
were any disagreements with the former accountant on any matter of accounting principles or practices, financial stat ement disclosure, or auditing scope or
procedure, which disagreement(s), if not re solved to the satisfaction of the former
accountant, would have caused it to make reference to the su bject matter of the
disagreement(s) in connection with its reports.  Revise your 8-K to disclose
whether there were any disagreements dur ing the fiscal year s ending December
31, 2006 and 2005 up through the date of dismissal (January 22, 2007).  In the

James T. McCubbin
Widepoint Corporation
January 26, 2007 Page 2
event of disagreement(s) and/or repor table event(s), provide the specific
disclosures required by Item 304(a)(1)(iv) of Regulation S-K.
2. We also note you engaged a new accountant on January 22, 2007 and that you did not consult with your new accountant duri ng the fiscal year ending December 31,
2006 and during the subsequent period prio r to engagement (January 22, 2007).
Similar to the previous comment, revise your 8-K to disclose whether there were
any consultations with your new accountants during the two most recent fiscal
years ending December 31, 2006 and 2005 up through the date of engagement (January 22, 2007).
3. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an upda ted Exhibit 16 letter from the former
accountants stating whether the accountant ag rees with the statements made in
your revised Form 8-K.

General

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

As appropriate, please respond to these comm ents within five business days or tell
us when you will respond.  Please submit a ll correspondence and supplemental materials
on EDGAR as required by Rule 101 of Regulation S-T.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate  our review.  Please understand that we may have additional

James T. McCubbin
Widepoint Corporation
January 26, 2007 Page 3
comments after reviewing your amendmen t and responses to our comments.

 You may contact Patrick Gilmore, Staff Accountant, at (202) 551-3406 or
Kathleen Collins, Accounting Branch Ch ief (202) 551-3730 if you have questions
regarding these comments.

       S i n c e r e l y ,

 Patrick Gilmore
       S t a f f  A c c o u n t a n t