Mail Stop 4561
July 28, 2005
Kelly Hankinson
Chief Financial Officer
Thinkpath, Inc.
201 Westcreek Boulevard
Brampton, Ontario Canada L6T 5S6
(905) 460-3042
Re: Thinkpath, Inc.
Form 10-KSB: For the Fiscal Year Ended December 31, 2004
Filed April 15, 2005
Form 10-QSB: For the Quarterly Period Ended March 31,
2005
Filed May 23, 2005
File No. 001-14813
Dear Ms. Hankinson,
We have reviewed your response letter dated July 11, 2005
and
have the following comments. We may ask you to provide us with
information so we may better understand your disclosure. Please
be
as detailed as necessary in your explanation. After reviewing
this
information, we may raise additional comments.
Please understand that the purpose of our review 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Item 7. Financial Statements
Note 6. Investment in Non-Related Companies, pg. F-12
1. We note that previous adjustments to market value of your
investment in Digital Cement remain in Other Comprehensive Income
at
December 31, 2004. You indicate that these prior adjustments
should
have been recorded as losses at December 31, 2004. Tell us what
consideration you gave, including your SAB 99 analysis, to
amending
your 2004 Form 10-KSB to include the prior market adjustments in
your
statement of operations for the year ended December 31, 2004.
Also
indicate how this was considered in your officers` assessment of
the
effectiveness of disclosure controls and procedures as of December
31, 2004
Note 10. Convertible Debentures, pg. F-14
2. We note your statement that the convertible debenture documents
issued by the Company do not specify a stated redemption date.
However, you indicate in Note 10 to your financial statements that
the 2003 and 2004 debentures will become due twelve months from
the
date of issuance. Since the debentures have a stated redemption
date
(i.e. the maturity date), it is unclear why you continue to
believe
that the beneficial conversion feature should be recognized at the
date of issuance. Please advise.
3. We note that you recorded the value of the beneficial
conversion
feature without reference to paragraph 6 of EITF 98-5 and, hence,
recorded this value in excess of the amount of proceeds allocated
to
the convertible instruments. Tell us what consideration you gave,
including your SAB 99 analysis, to amending your 2004 Form 10-KSB
to
limit the amount allocated to the value of the beneficial
conversion
feature included in your statements of operations for the years
ended
December 31, 2004 and 2003. Also indicate how this was considered
in
your officers` assessment of the effectiveness of disclosure
controls
and procedures as of December 31, 2004.
Item 8A. Controls and Procedures
4. We note that your Chief Executive Officer and Chief Financial
Officer evaluated the effectiveness of your disclosure controls
and
procedures "as of a date within 90 days prior to the filing date"
for
the year ended December 31, 2004. Your evaluation should be "as
of
the end of the period covered by the report" pursuant to Item 307
of
Regulation S-B. Please confirm whether your disclosure controls
and
procedures, as defined by Rule 13a-15(e) of the Exchange Act, were
effective as of December 31, 2004. Similarly, tell us whether
your
disclosure controls and procedures, as defined by Rule 13a-15(e)
of
the Exchange Act, were effective as of the period ended March 31,
2005.
5. Your disclosure suggests that your disclosure controls and
procedures are effective in alerting the officers on a timely
basis
to material information required to be included in your Exchange
Act
reports. Please confirm whether your officers have also concluded
on
the effectiveness of disclosure controls and procedures as defined
in
Rule 13a-15(e) of the Exchange Act. Also address this comment
with
respect to your officers` assessment as of March 31, 2005.
6. We note your disclosure that "since the evaluation date, there
have not been any significant changes in [y]our internal controls
or
in other factors that could significantly affect such controls."
Consistent with the evaluation required by Rule 13a-15(d) of the
Exchange Act, please confirm to us definitively whether there has
been any change in your internal control over financial reporting
identified in connection with your evaluation that occurred during
the period covered by the report that has materially affected or
is
reasonably likely to materially affect your internal control over
financial reporting. Please also address this comment with
respect
to the report for the period ended March 31, 2005. Refer to
Section
II.F.4 of Release No. 33-8238 for additional guidance.
* * * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. You
may wish to provide us with marked copies of any amendment to
expedite our review. Please furnish a cover letter with any
amendment 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 comments
after
reviewing any amendment and your responses to our comments.
You may contact Steve Williams at (202) 551-3478 or Melissa
Walsh (202) 551-3224 if you have any questions regarding comments
on
the financial statements and related matters. Please contact me
at
(202) 551-3730 with any other questions.
Sincerely,
Stephen Krikorian
Accounting Branch Chief
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Kelly Hankinson
Thinkpath, Inc.
July 28, 2005
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