UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/A

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE EXCHANGE ACT

FOR THE TRANSITION PERIOD FROM ____________ TO ________________

COMMISSION FILE NUMBER __________

THINKPATH INC.

(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

ONTARIO 52-209027
--------------------------------- --------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

55 UNIVERSITY AVENUE
SUITE 505
TORONTO, ONTARIO, CANADA M5J 2H7
------------------------------------------- ---------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(416) 364-8800 (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
--------------

CHECK WHETHER THE ISSUER: (1) FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE
EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH
SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO
FILE SUCH REPORTS), AND (2)
HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

Yes |X| No |_|

The aggregate market value of the voting stock held by non-affiliates
based upon the last sale price on October 31, 2001 was approximately $3,070,249.

As of October 31, 2001 there were 15,686,601 shares of Common Stock, no
par value per share, outstanding.

Transitional Small Business Disclosure Format (check one):

Yes |X| No |_|

THINKPATH INC.
MARCH 31, 2001 QUARTERLY REPORT ON FORM 10-QSB/A

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Page Number

Item 1. Financial Statements

Revised Interim Consolidated Balance Sheets as of March 31, 2001
and December 31, 2000 ............................................. 2-3
Revised Interim Consolidated Statements of Income for the three months ended
March 31, 2001 and 2000 ........................................... 4
RevisedInterim Consolidated Statements of Stockholders' Equity for the three
months ended March 31, 2001 and the year ended December 31, 2000 .... 5
Revised Interim Consolidated Statements of Cash Flows for the three months
ended March 31, 2001 and 2000 ....................................... 6
Notes to Revised Interim Consolidated Financial Statements .................7-15

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ............................................. 16

PART II - OTHER INFORMATION

Item 1. Legal Proceedings ................................................. 22
Item 2. Changes in Securities and Use of Proceeds ......................... 22
Item 3. Defaults Upon Senior Securities ................................... 22
Item 4. Submission of Matters to a Vote of Security Holders ............... 23
Item 5. Other Information ................................................. 23
Item 6. Exhibits and Reports on Form 8-K .................................. 23

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-QSB/A contains forward-looking
statements as defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions and
other statements, which are other than statements of historical facts. These
statements are subject to uncertainties and risks including, but not limited to,
product and service demand and acceptance, changes in technology, economic
conditions, the impact of competition and pricing, government regulation, and
other risks defined in this document and in statements filed from time to time
with the Securities and Exchange Commission. All such forward-looking statements
are expressly qualified by these cautionary statements and any other cautionary
statements that may accompany the forward-looking statements. In addition,
Thinkpath Inc. disclaims any obligations to update any forward-looking
statements to reflect events or circumstances after the date hereof.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THINKPATH INC.
(FORMERLY THINKPATH.COM INC.)

REVISED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2001

(UNAUDITED)

(AMOUNTS EXPRESSED IN US DOLLARS)

THINKPATH INC.
REVISED INTERIM CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2001 AND DECEMBER 31, 2000
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

2001 2000
---- ----

$ $
ASSETS
CURRENT ASSETS

Accounts receivable 7,913,055 7,857,999
Inventory 68,437 93,670
Income taxes receivable 333,597 358,436
Prepaid expenses 504,022 335,930
---------- ---------

8,819,111 8,646,035

CAPITAL ASSETS 3,342,683 3,596,759

GOODWILL 8,412,359 8,585,290

INVESTMENT IN NON-RELATED COMPANIES 1,279,344 1,318,091

LONG-TERM RECEIVABLE 217,364 83,450

OTHER ASSETS 1,711,409 1,812,889

DEFERRED INCOME TAXES 1,417,825 1,643,426
---------- ---------

25,200,095 25,685,940
========== ==========

-2-

THINKPATH INC.
REVISED INTERIM CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2001 AND DECEMBER 31, 2000
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

2001 2000
---- ----

$ $
LIABILITIES
CURRENT LIABILITIES

Bank indebtedness 5,439,868 5,061,410
Accounts payable 3,495,579 3,822,984
Deferred revenue 195,598 219,308
Current portion of long-term debt 607,557 946,131
Current portion of notes payable 1,614,604 1,683,333
---------- ----------

11,353,206 11,733,166

LONG-TERM DEBT 1,093,621 760,313

NOTES PAYABLE 1,636,822 1,641,667

LIABILITIES PAYABLE IN COMMON STOCK 751,788 751,788
---------- ----------

14,835,437 14,886,934
---------- ----------

STOCKHOLDERS' EQUITY

CAPITAL STOCK (Note 5) 24,632,895 23,759,415

DEFICIT (13,023,658) (12,306,682)

ACCUMULATED OTHER COMPREHENSIVE LOSS, NET OF TAX (1,244,579) (653,547)

---------- ----------

10,364,658 10,799,006
---------- ----------

25,200,095 25,685,940
========== ==========

The accompanying notes are an integral part of these revised
interim consolidated financial statements.

-3-

THINKPATH INC.
REVISED INTERIM CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED) (Restated)
2001 2000

$ $

REVENUE 10,645,554 10,155,337

COST OF CONTRACT SERVICES 6,855,092 6,869,477
----------- -----------

GROSS PROFIT 3,790,462 3,285,860

Other Income 12,429 --
----------- -----------

3,802,891 3,285,860
----------- -----------
EXPENSES
Administrative 1,366,878 1,388,832
Selling 1,636,259 1,185,594
Interest charges 246,049 182,256
Depreciation and amortization 560,586 431,982
Restructuring costs 279,453 --
----------- -----------

4,089,225 3,188,664
----------- -----------

INCOME (LOSS) BEFORE INCOME TAXES (286,334) 97,196

Income taxes 203,962 --
----------- -----------

NET INCOME (LOSS) (490,296) 97,196

=========== ===========

WEIGHTED AVERAGE NUMBER OF COMMON
STOCK OUTSTANDING

Basic 13,025,123 3,899,912
Fully Diluted 13,025,123 4,001,630
=========== ==========

INCOME (LOSS) PER WEIGHTED AVERAGE COMMON STOCK
AFTER PREFERRED DIVIDENDS

Basic (0.04) 0.02
Fully Diluted (0.04) 0.02
=========== ===========

The accompanying notes are an integral part of these revised
interim consolidated financial statements.

-4-

THINKPATH INC.
REVISED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR
THE YEAR ENDED DECEMBER 31, 2000 AND THE THREE MONTHS ENDED MARCH 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS) (UNAUDITED)

COMMON PREFERRED ACCUMULATED
STOCK STOCK CAPITAL OTHER
NUMBER OF NUMBER OF STOCK RETAINED COMPREHENSIVE COMPREHENSIVE
SHARES SHARES AMOUNTS EARNINGS INCOME(LOSS) INCOME(LOSS)
---------- --------- ----------- ----------- ------------- ------------
A B $ $ $ $

Balance as of

December 31, 2000 11,915,138 1,050 750 23,759,415 (12,306,862) (653,547)

Net loss for the period -- -- -- -- (490,296) (490,296) --
-----------
Other comprehensive loss, net of tax:

Foreign currency translation -- -- -- -- -- (589,297) --
Adjustment to market value -- -- -- -- -- (1,735) --
-----------
(591,032) (591,032)
Other comprehensive loss -----------

Comprehensive loss -- -- -- -- -- (1,081,328)
===========

Issuance of common stock
for cash 525,000 -- -- 400,000 -- --

Common stock and warrants
issued in consideration
of services 30,632 -- -- 246,980 -- --

Dividends on preferred
stock -- -- -- 226,500 (226,500) --

Conversion of preferred stock
to common stock 1,875,839 (1,050) (750) -- -- --

----------- ------- ------ --------- -------- ----------
Balance as of
March 31, 2001 14,346,609 -- -- 24,632,895 (13,023,658) (1,244,579)

=========== ============== =========== =========== ===========

The accompanying notes are an integral part of these revised
interim consolidated financial statements.

-5-

THINKPATH INC.
REVISED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
(Restated)
2001 2000
---------- --------
$ $
Cash flows from operating activities:

Net income (loss) (490,296) 97,196
---------- --------
Adjustments to reconcile net loss
to net cash (used in)
provided by operating activities:
Amortization 560,586 431,982
Decrease (increase) in accounts receivable (159,078) (137,621)
Decrease (increase) in prepaid expenses (168,092) (249,221)
Increase (decrease) in accounts payable (327,405) (145,627)
Increase in income taxes payable (receivable) -- (227,319)
Decrease (increase) in deferred income taxes 200,000 (572,541)
Decrease (increase) in inventory 25,233 --
Increase (decrease) in deferred revenue (23,710) --
Common stock issued for services 246,980 --
---------- --------
Total adjustments 354,514 (900,347)
---------- --------
Net cash used in operating activities (135,782) (803,151)
---------- --------
Cash flows from investing activities:
Purchase of capital assets (62,089) (442,350)
Purchase of other assets -- (651,546)
Increase in long-term receivable (139,956) --
---------- --------
Net cash used in investing activities (202,045) (1,093,896)
---------- --------
Cash flows from financing activities:
Repayment of notes payable (73,574) (324,368)
Repayment of long-term debt (219,734) (50,242)
Cash received from long-term debt 225,000 --
Proceeds from issuance of common stock 400,000 --
Increase in bank indebtedness 354,019 499,988
---------- --------
Net cash provided by financing activities 685,711 125,378
---------- --------

Effect of foreign currency exchange rate changes (347,884) 92,962
---------- --------

Net increase (decrease) in cash and cash equivalents -- (1,678,707)
Cash and cash equivalents
-Beginning of period -- 1,790,621
---------- --------
-End of period -- 111,914
========== =========

SUPPLEMENTAL CASH ITEMS:

Interest paid 116,553 113,196
========== =========

Income taxes paid 3,962 --
========== =========

SUPPLEMENTAL NON-CASH ITEM:

Preferred stock dividend 226,500 29,600
========== =========

The accompanying notes are an integral part of these
revised interim consolidated financial statements.

-6-

THINKPATH INC.
NOTES TO REVISED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A) PRINCIPAL BUSINESS ACTIVITIES
Thinkpath Inc. is an information technology and engineering services
company which, along with its subsidiaries Systemsearch Consulting
Services Inc., Cad Cam Inc., Cad Cam of Michigan Inc., Cad Cam
Integrated Manufacturing Services Inc. and Cad Cam Technical Services
Inc., Thinkpath Training Inc. (formerly ObjectArts Inc.), MicroTech
Professionals Inc., Njoyn Software Inc., and TidalBeach Development
Inc., provides outsourcing, recruiting, training and technology services
to enhance the resource performance of clients.

B) BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION
The accompanying consolidated interim financial statements have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in consolidated
interim financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not
misleading.

In the opinion of the Company, all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation have
been included in the consolidated interim financial statements. The
consolidated interim financial statements are based in
part on estimates and have not been audited by independent accountants.
Independent accountants will audit the annual consolidated financial
statements.

The consolidated financial statements include the accounts of the
company and its wholly-owned subsidiaries. The earnings of the
subsidiaries are included from the date of acquisition for acquisitions
accounted for using the purchase method. For subsidiaries accounted for
by the pooling of interest method their earnings have been included for
all periods reported. All significant inter-company accounts and
transactions have been eliminated.

C) NET INCOME (LOSS) AND FULLY DILUTED NET INCOME (LOSS) PER WEIGHTED
AVERAGE COMMON STOCK

Net income (loss) per common stock is computed by dividing net income
(loss) for the year by the weighted average number of common stock
outstanding during the year.

Fully diluted net income (loss) per common stock is computed by
dividing net income for \ the year by the weighted average number of
common stock outstanding during the year, assuming that all convertible
preferred stock, stock options and warrants were converted or
exercised. Stock conversions, stock options and warrants, which are
anti- dilutive, are not included in the calculation of fully diluted
net income (loss) per weighted average common stock.

D) REVENUE RECOGNITION
1) The company provides the services of engineering and information
technology staff on a project basis. The services provided are defined
by guidelines to be accomplished by milestone and revenue is recognized
upon the accomplishment of the relevant milestone. As services are
rendered, the costs incurred are reflected as Work in Progress. Revenue
is recognized upon the persuasive evidence of an agreement, delivery
has occurred, the fee is fixed or determinable and collection is
probable.

-7-

THINKPATH INC.
NOTES TO REVISED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

D) REVENUE RECOGNITION (CONT'D)

2) The company provides the services of information technology
consultants on a contract basis and revenue is recognized as
services are performed.

3) The company places engineering and information technology
professionals on a permanent basis and revenue is recognized upon
candidates' acceptance of employment. If the company receives
non-refundable upfront fees for "retained searches", the revenue is
recognized upon candidates' acceptance of employment.

4) The company provides advanced training and certification in a
variety of technologies and revenue is recognized on delivery.

5) The company licenses software in the form of a Human Capital
Management System called Njoyn. The revenue associated with
providing this software is allocated to an initial set up fee,
customization and training as agreed and an ongoing monthly per user
fee. The allocation of revenue to the various elements is based on
the company's determination of the fair value of the elements if
they had been sold separately. The set-up fee and customization
revenue is recognized upon delivery of access to the software with
customization completed in accordance with milestones determined by
the contract. Revenue for the training is recorded as the services
are rendered and the ongoing monthly fee is recorded each calendar
month. There is no additional fee for hosting.

The company signs contracts for the customization or development of
SecondWave in accordance with specifications of its clients. The
project plan defines milestones to be accomplished and the costs
associated. These amounts are billed as they are accomplished and
revenue is recognized as the milestones are reached. The work in
progress for costs incurred beyond the last accomplished milestone
is reflected at the period end. To date these amounts have not been
material and have not been set up at the period ends. The contracts
do not include any post-contract customer support. Additional
customer support services are provided at standard daily rates, as
services are required.

2. INVESTMENT IN NON-RELATED COMPANIES

Investment in non-related companies are represented by the following:

Conexys $667,511
Digital Cement 507,865
Lifelogix 103,968
----------
Total $1,279,344
==========

-8-

THINKPATH INC.
NOTES TO REVISED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

3. LONG-TERM DEBT

At December 31, 2000, Bank One loan covenants were in breach and accordingly
the interest rates on these loans were increased. Subsequent to March 31,
2001, Bank One imposed a temporary restriction on the Company's repayment of
certain subordinated loans and notes payable. In compliance with this
restriction, the Business Development Bank of Canada has agreed to a
principal repayment deferral of its subordinated loans.

4. NOTES PAYABLE

In compliance with Bank One's restriction, the Company is making interest
only payments on its notes payable to the vendors of Cad Cam Inc. and
MicroTech Professionals Inc.

5. CAPITAL STOCK

a) Authorized

30,000,000 Common stock, no par value
1,000,000 Preferred stock, issuable in series,
rights to be determined by the Board of Directors

b) Issued

During the three months ended March 31, 2001, the Company issued 30,632
shares of its common stock in consideration of legal services received.

During the three months ended March 31, 2001, the Company issued 250,000
shares of its common stock in consideration of $125,000 in cash.

During January 2001, the Company agreed to issue 250,000 warrants to
acquire shares of the company at $1.50 and to re-price a total of 330,693
warrants to an exercise price of $1.00. In consideration of the
foregoing, a total of 275,000 shares were issued for an amount of
$275,000 in cash. The terms of the warrants are indicated in note 5(d).
The value of the repricing of the warrants and the new warrants issued
have been treated as the part of the allocation of the proceeds on the
issuance of the common stock.

On June 6, 2001, the Company amended its Articles of Organization to
increase its authorized common stock from 15,000,000 to 30,000,000.

c) Preferred Stock

During the three months ended March 31, 2001, the Company issued
1,875,839 common stock on the conversion of 1,050 Series A preferred
stock and 750 Series B preferred stock. The Company paid dividends of
$226,500 on the conversions.

d) Warrants

On January 26, 2001, the Company: (i) repriced warrants to purchase up to
100,000 shares of its common stock, which warrants were issued to a
certain investor in our April 2000 private placement offering of Series B
8% Cumulative Preferred Stock, so that such warrants are exercisable at
any time until April 16, 2005 at a new purchase price of $1.00 per share;
(b) repriced warrants to purchase an aggregate of up to 230,693 shares of
its common stock, which warrants were issued to the placement agent,
certain financial advisors, and the placement agent's counsel in our
August 2000 private placement offering of units, so that such warrants are
exercisable at any time until August 22, 2005 at a new purchase price of
$1.00 per share; and (c) issued warrants to purchase up to 250,000 shares
of its common stock exercisable at any time and in any amount until
January 26, 2006 at a purchase price of $1.50 per share In February 2001,
150,000 of such repriced warrants were exercised by KSH Investment Group,
the placement agent in the Company's August 2000 private placement
offering. The

-9-

THINKPATH INC.
NOTES TO REVISED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

5. CAPITAL STOCK (CONT'D)

d) Warrants (cont'd)

exercise prices of the revised and newly issued warrants are equal to, or
in excess of, the market price of our common stock on the date of such
revision or issuance.

Following verbal agreements in December 2000, on January 24, 2001, the
company signed an agreement with The Del Mar Consulting Group, a
California corporation, to represent us in investors' communications and
public relations with existing shareholders, brokers, dealers and other
investment professionals. The company issued a non-refundable retainer of
400,000 shares to Del Mar and are required to pay $4,000 per month for
on-going consulting services. In addition, Del Mar has a warrant to
purchase 400,000 shares of common stock at $1.00 per share and 100,000
shares at $2.00 which expires January 24, 2005 and which are exercisable
commencing August 1, 2001. As the agreement to issue the non- refundable
retainer was reached in December 2000, the 400,000 shares with a value of
$268,000 has been included in the shares issued for services rendered and
has been included in Acquisition costs and financing expenses for December
31, 2000. The commitment to issue the non-refundable deposit was effected
in December 2000. The value of the warrants of $216,348 has been included
in paid in capital in January 2001 and the expense is being reflected over
the six month period ending August 1, 2001. In April 2001, the warrants
were cancelled and new warrants were issued which are exercisable at
$0.55. 200,000 of the warrants are exercisable commencing April 2001 and
the balance are exercisable commencing August 1, 2001. The value of the
change in the warrants of $29,702 has been included in the paid in capital
in April 2001 and the additional expense is being amortized in the period
to August 1, 2001.

6. OTHER COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) for the three months ended March 31, 2001:

Before Tax Tax (Expense) Net-of-Tax
Amount or Benefit Amount
------ ---------- ------

Foreign currency translation adjustments (589,297) - (589,297)

Adjustment to market value (2,479) 744 (1,735)
-------- -------- ----------
Other comprehensive loss (591,776) 744 (591,032)
========= ======== ==========

The foreign currency translation adjustments are not currently adjusted for
income taxes since the company is situated in Canada and the adjustments
relate to the translation of the financial statements from Canadian dollars
into United States dollars done only for the convenience of the reader.

-10-

THINKPATH INC.
NOTES TO REVISED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

7. RESTRUCTURING COSTS

During the fourth quarter of fiscal 2000, the Company recorded a
restructuring reserve of $685,103 as a result of certain of the Company's
actions to better align its cost structure with expected revenue growth
rates. The restructuring activities in 2000 relate to the closure of one
training location, in London, Ontario resulting in costs to sever 3 employees
with long-term contracts until December 2002 and the lease commitment for the
premises in London Ontario. These long-term contracts do not require the
employees to provide services until the date of involuntary termination.
Additional restructuring costs were incurred in the three months ended March
31, 2001 upon the termination of additional employees at the London location
in March, 2001 and the Mentoring division located at the Toronto office. The
balance of the employees in London were terminated in April 2001. The
premises were vacated in April 2001. Operations continued until April 2001
with a very low volume of work as the bulk of training was shifted to the
Toronto site.

In February 2001, the company started to close down one of its research and
development (R&D) Operations located in Toronto. The company continued to
terminate employees until April 2001. The premises are subject to a long-term
lease and will be utilized for corporate needs in the future. Restructuring
costs include rent for the current period for the Toronto R&D space.

The remaining accrual will be relieved throughout fiscal 2001, as leases
expire and severance payments, some of which are paid on a monthly basis, are
completed. Details of the restructuring costs and reserve balance is as
follows;

Description Cash/ Reserve balance Restructuring Activity Reserve balance
non/cash December 31, 2000 Costs March 31, 2001

Severance packages

London-Training Cash 452,813 162,535 225,330 390,018
Toronto-Mentoring Cash -- 30,518 30,518 --
Toronto-R&D Cash -- 57,400 57,400 --
Lease cancellations
London-Training Cash 118,526 -- 26,122 92,404
Toronto-R&D Cash -- 29,000 29,000 --
------- ------- ------- -------
Commitments 571,339 279,453 368,370 482,422
======= ======= ======= =======

8. CONTINGENCIES

a) The vendor of Southport Consulting Co. is seeking damages for the
consideration of $250,000 on the acquisition which was funded by shares of
the company. The vendor contends that the shares received do not satisfy
the purchase price. No provision has been recorded in the accounts for
possible losses. Should any expenditure be incurred by the company for the
resolution of this lawsuits, they will be charged to the operations of the
year in which such expenditures are incurred.

-11-

THINKPATH INC.
NOTES TO REVISED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

9. SUBSEQUENT EVENTS

a) Pursuant to a share purchase agreement dated April 18, 2001, the Company
issued 1,105 shares of Series C 7% Cumulative Convertible Preferred Stock
(Series C Preferred Stock). Each share of Series C Preferred Stock has a
stated value of $1,000 per share. The shares of Series C Preferred Stock
are convertible into shares of the Company's common stock at the option of
the holders, at any time after issuance until such shares of Series C
Preferred Stock are manditorily converted or redeemed by the Company,
under certain conditions. The Company is required to register 200% of the
shares of common stock issuable upon the conversion of the 1,105 shares of
Series C Preferred Stock. In addition, upon the effective date of such
registration statement, the Company is obligated to issue to the holders
of Series C Preferred Stock an aggregate of 500 shares of Series C
Preferred Stock in consideration for $500,000, under certain conditions.

The holders of the shares of Series C Preferred Stock are entitled to
receive preferential dividends in cash, on a quarterly basis commencing on
June 30, 2001, out of any of the Company's funds legally available at the
time of declaration of dividends before any other dividend distribution
will be paid or declared and set apart for payment on any shares of the
Company's common stock, or other class of stock presently authorized, at
the rate of 7% simple interest per annum on the stated value per share
plus any accrued but unpaid dividends, when as and if declared. The
Company has the option to pay such dividends in shares of the Company's
common stock to be paid (based on an assumed value of $1,000 per share) in
full shares only, with a cash payment equal to any fractional shares.

The number of shares of the Company's common stock into which the Series C
Preferred Stock shall be convertible into that number of shares of common
stock equal to (i) the sum of (A) the stated value per share and (B) at
the holder's election, accrued and unpaid dividends on such share, divided
by (ii) the Conversion Price". The "Conversion Price" shall be the lesser
of (x) 87.5% of the average of the 5 lowest daily volume weighted average
prices of the Company's common stock during the period of 60 consecutive
trading days immediately prior the date of the conversion notice; or (y)
90% of the average of the daily volume weighted average prices during the
period of the 5 trading days prior to the applicable closing date ($.4798
with respect to the 1,105 shares of Series C 7% Preferred Stock issued and
outstanding). The Conversion Price is subject to certain floor and time
limitations. At any time prior to October 24, 2001, the Company may, in
its sole discretion, redeem in whole or in part, the then issued and
outstanding shares of Series C Preferred Stock at a price equal to $1,150
per share, plus all accrued and unpaid dividends, and after October 24,
2001 at a price equal to $1,200 per share, plus all accrued and unpaid
dividends.

b) During the three months ended June 30, 2001, the Company issued 266,774
common stock on the conversion of 120 Series C preferred stock. The
Company paid dividends of $154,138 on the conversions. The proceeds
received on the issue of Class C preferred shares have been allocated
between the value of detachable warrants issued and the preferred shares
outstanding on the basis of their relative fair values. Paid in capital
has been credited by the value of the warrants and retained earnings
charged for the amount of preferred dividends effectively paid. The
conversion benefit existing at the time of issue of the preferred Class C
shares has been computed and this amount has been credited to paid in
capital for the Class C preferred shares and charged to retained earnings
as dividends on the Class C preferred shares.

c) During the three months ended June 30, 2001, the Company issued 723,436
warrants to the Series C Preferred Stock investors of which 663,484 have a
strike price of $0.54 and expire on April 18, 2005. The balance of 59,952
have a strike price of $0.63 and expire on June 8, 2005.

-12-

THINKPATH INC.
NOTES TO REVISED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

9 SUBSEQUENT EVENTS (CONT'D)

d) At March 31, 2001, the Business Development Bank of Canada (BDC) loan
covenants were in breach and accordingly the loan amounts were
reclassified as current. Subsequent to March 31, 2001, the bank has
agreed to a temporary deferment of principal payments until January 2002.
The Company is current in its interest obligations to the Business
Development Bank of Canada.

e) The Company has restructured its note payable to Roger Walters in
September 2001, so that 1,200,000 shares will be issued in lieu of
$450,000 cash reducing the balance of the note to $750,000. The balance
will be paid over 3 years beginning January 1, 2003. The Company is
current in its interest obligations to Roger Walters.

f) As a result of Bank One's restriction on subordinated debt payments, the
Company is in breach of its payment schedule to Denise Dunne. The Company
is in negotiations to restructure its note payable to Denise Dunne. The
Company hopes to reduce the cash amount owing and extend the payment
terms. The Company is current in its interest obligations to Denise Dunne.

g) On July 20, 2001, the Company received a Nasdaq Staff Determination
indicating that the company is not in compliance with the bid price
requirements for continued listing, as set forth in Nasdaq's Marketplace
Rule 4310 (c)(8)(B). . On September 27, 2001, Nasdaq announced a
moratorium on the minimum bid and public float requirements for continued
listing on the exchange until January 2, 2002. The Company's stock will
continue to be listed on Nasdaq during this period.

h) During July 2001, 22,125 shares were issued for the options exercised by
the Business Development Bank of Canada.

i) On September 11, 2001, the Company's branch office located in the World
Trade Centre was destroyed and its branch office at 195 Broadway was
damaged and closed for a period of four weeks. The company cannot yet
provide a reliable estimate of the effect of this destruction and closure
on its operating results and financial condition.

j) After March 31, 2001, three former employees are alleging wrongful
dismissal for the termination of their employment. No provision has been
recorded in the accounts for possible losses. Should any expenditure be
incurred by the company for the resolution of these lawsuits, they will be
charged to the operations of the year in which such expenditures are
incurred.

10. SEGMENTED INFORMATION

a) Sales by Geographic Area
Three Months Three Months
Ended March 31, Ended March 31,
2001 2000
$ $
Canada 4,073,859 3,907,033
United States of America 6,571,695 6,248,304
---------- ----------
10,645,554 10,155,337
========== ==========

b) Net Income (Loss)by Geographic Area
Three Months Three Months
Ended March 31, Ended March 31,
2001 2000
$ $
Canada (724,741) (336,445)
United States of America 234,445 433,641
---------- --------
(490,296) 97,196
========== ========

-13-

THINKPATH INC.
NOTES TO REVISED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

10. SEGMENTED INFORMATION (CONT'D)

c) Identifiable Assets by Geographic Area
March 31, December 31,
2001 2000
$ $
Canada 9,041,002 8,979,711
United States 16,159,093 16,706,229
---------- ----------
25,200,095 25,685,940
========== ==========

d) Revenue and Gross Profit by Operating Segment

Three Months Three Months
Ended March 31, 2001 Ended March 31, 2000
------------------- -------------------
$ $
Revenue
IT Recruitment 4,384,738 3,568,660
Tech Pubs and Engineering 3,781,473 5,145,642
IT Documentation 1,286,774 --
Training 918,220 1,326,920
Technology 274,349 113,915
---------- ----------
10,645,554 10,155,137
========== ==========
Gross Profit
IT Recruitment 1,225,105 1,622,192
Tech Pubs and Engineering 1,059,962 1,519,920
IT Documentation 716,546 --
Training 540,371 65,120
Technology 260,907 78,628
---------- ----------
3,802,891 3,285,860
========== ==========

e) Revenues from Major Customers

The consolidated entity had the following revenues from major
Customers:

No single customer consisted of more than 10% of the revenues.

f) Purchases from Major Suppliers

There were no significant purchases from major suppliers.

-14-

THINKPATH INC.
NOTES TO REVISED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

11. MANAGEMENT'S INTENTIONS

Management has initiated substantial changes in operational procedures in
an effort to return the company to profitability and to improve its cash
flow and financial condition. Management has continued to coordinate its
sales efforts to maximize organic and cross- selling initiatives. In
addition, Management has continued its cost cutting initiatives including
the termination of personnel and closure of non-productive offices and
business lines. Management has successfully restructured some of its
long-term debt obligations in addition to postponing significant
obligations. The Company is currently making interest
payments only on all long-term debt and notes payable. In June 2001,
Management retained Banc One Capital Markets to represent the Company in
certain investment banking opportunities. Management is exploring several
opportunities, including joint ventures, strategic partnerships, spin-offs
of subsidiaries, and the potential sale or downsizing of other smaller
business units. Management believes that despite the recent losses and
negative working capital, it has developed a business plan that if
successfully implemented, can substantially improve operational results
and its financial condition.

12. RESTATEMENT

The financial statements as at December 31, 2000 have been restated to
reflect the beneficial conversion on the issuance of Class B preferred
shares in the amount of $805,698 and the repricing of 100,000 of options
held by Roger Walters. The repricing of options was previously included in
the expenses of the three month period ended March 31, 2001. In addition,
the amount of $751,788 of Liabilities Payable in Common Stock has been
segregated from Paid in Capital and included with Liabilities. These items
have been reflected on these revised interim financial statements for March
31, 2001. The financial statements as at March 31, 2001 have further been
restated to include warrants issued to Del Mar valued at $216,348 and the
amortization of that expense reflected in financing costs in the amount of
$72,116. The un-amortized balance of $144,232 which will be amortized in
the 2nd and 3rd quarters of 2001 has been included in Prepaid expenses. The
financial statements for March 31, 2001 reflects an additional allowance
against the deferred income tax asset in the amounts of $200,000.

The March 31, 2001 financial statements as originally filed, reported the
cost of 250,000 warrants as a financing expense. As detailed in Note 5,
these financial statements reflect the issuance of warrants, repriced
warrants and shares of common stock for an aggregate consideration of
$275,000.

The March 31, 2000 financial statements have been restated to include the
results of operations and cash flows of TidalBeach Inc. The merger with
TidalBeach Inc., which occurred on November 15, 2000, has been accounted
for as a pooling of interest.

13. NAME CHANGE

In June 2001, the company changed its name from Thinkpath.com Inc. to
Thinkpath Inc.

-15-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto and the other historical financial
information of Thinkpath Inc. contained elsewhere in this Form 10-QSB/A. The
statements contained in this Form 10-QSB/A that are not historical are forward
looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Exchange Act of 1934, including
statements regarding Thinkpath Inc.'s expectations, intentions, beliefs or
strategies regarding the future. Forward-looking statements include Thinkpath
Inc.'s statements regarding liquidity, anticipated cash needs and availability
and anticipated expense levels. All forward-looking statements included in this
Form 10-QSB/A are based on information available to Thinkpath Inc. on the date
hereof, and Thinkpath Inc. assumes no obligation to update any such
forward-looking statement. It is important to note that Thinkpath Inc.'s actual
results could differ materially from those in such forward-looking statements.
All dollar amounts stated throughout this Form 10-QSB/A are in United States
dollars unless otherwise indicated.

Overview

We are a global provider of information technology and engineering,
project outsourcing, recruitment, technical training and consulting and
ASP-based skills management technology. Our customers include financial service
companies, software and other technology companies, Canadian and American
governmental entities and large multinational companies, including Bank of
Montreal, General Electric, Bell Canada, Goldman Sachs, Chapters, Lucent
Technologies, Cummins Engine, General Motors, CIBC, Xerox Corporation, American
Express and Universal Industrial Corp.

The books and records of our Canadian operations are recorded in
Canadian dollars. For purposes of financial statement presentation, we convert
balance sheet data to United States dollars using the exchange rate in effect at
the balance sheet date. Income and expense accounts are translated using an
average exchange rate prevailing during the relevant reporting period. There can
be no assurance that we would have been able to exchange currency on the rates
used in these calculations. We do not engage in exchange rate-hedging
transactions. A material change in exchange rates between United States and
Canadian dollars could have a material effect on our reported results.

The Three Months Ended March 31, 2001 Compared to the Three Months
ended March 31, 2000

For the three months ended March 31, 2001, we derived 62% of our
revenue in the United States compared to 61% in the three months ended March 31,
2000.
For the three months ended March 31, 2001, our primary source of
revenue was recruitment services, representing 41% of total revenue compared to
35% for the three months ended March 31, 2000. We perform permanent, contract
and executive searches for IT and engineering professionals. Most searches are
performed on a contingency basis with fees due upon candidate acceptance of
permanent employment or on a time-and-materials basis for contracts. Retained
searches are also offered, and are paid by a non-refundable portion of one fee
prior to performing any services, with the balance due upon candidates'
acceptance. The revenue for retained searches is recognized upon candidates'
acceptance of employment.

Selected recruitment clients include DMR, Bank of Montreal, Goldman
Sachs, and Sprint Canada. In the case of contract services, we provide our
customers with independent contractors or "contract workers" who usually work
under the supervision of the client's management. Generally, we enter into a
time-and-materials contract with our customer whereby the client pays us an
agreed upon hourly rate for the contract worker. We pay the contract worker
pursuant to a separate consulting agreement. The contract worker generally
receives between 75% and 80% of the amount paid to us by the customer; however,
such payment is usually not based on any formula and may vary for different
engagements. We seek to gain "preferred supplier status" with our larger clients
to secure a larger percentage of those clients' businesses. While such status is
likely to result in increased revenue and gross profit, it is likely to reduce
gross margin percentage because we are likely to accept a lower hourly rate from
our customers and there can be no assurance that we will be able to reduce the
hourly rate paid to our consultants. In the case of permanent placement
services, we identify and provide candidates to fill permanent positions for our
clients.

-16-

For the three months ended March 31, 2001, 35% of our revenue came from
technical publications and engineering outsourcing services compared
to 51% for the three months ended March 31, 2000. The decline in revenue from
technical publications and engineering outsourcing services is a result of the
postponement of start dates of several major contracts with established clients
until the fourth quarter of 2001. Our technical publications and engineering
outsourcing services include the complete planning, staffing, development,
implementation and testing of a project. Outsourcing can also involve
enterprise-level planning and project anticipation. Our specialized outsourcing
services include: technical publications and engineering documentation, Web
development and engineering services. We outsource our technical publications
and engineering services on a project basis. The services provided are defined
by guidelines to be accomplished by milestone and revenue is recognized upon the
accomplishment of the relevant milestone. As services are rendered, the costs
incurred are reflected as Work in Progress. Revenue is recognized upon the
persuasive evidence of an agreement, delivery has occurred, the fee is fixed or
determinable and collection is probable. Clients we provide outsourcing to
include General Electric, FedEx, Boeing, Caterpillar, Cummins Engines and Intel.

For the three months ended March 31, 2001, information technology
documentation services represented approximately 12% of our revenue compared to
0% for the three months ended March 31, 2000. This increase is the result of the
acquisition of MicroTech Professionals Inc., on April 1, 2000. We provide
outsourced information technology documentation services in two ways: complete
project management or the provision of skilled project resources to supplement a
client's internal capabilities. Revenue is recognized on the same basis as
technical publications and engineering outsourcing services. Selected
information technology documentation services clients include Fidelity
Investments, SMD Tech Aid Corporation, CDI Corporation, and the Gillette
Company.

For the three months ended March 31, 2001, technical training
represented approximately 9% of our revenue compared to 13% for the three months
ended March 31, 2000. The decline in revenue from technical training is a result
of both the restructuring of this division and a general decline in the industry
resulting in the cancellation of technical training contracts. Our training
services include advanced training and certification in Microsoft, Java and
Linux technologies, as well as Microsoft applications such as Outlook and
Access. Training services include training requirements analysis, skills
assessment, instructor-led classroom training for small groups (10 - 16
students), mentoring, e-learning, and self-paced learning materials. We offer
both public and private classes. Selected training clients include Microsoft,
Chase Manhattan Bank, Goldman Sachs, City of New York and Consumers Gas. Revenue
is recognized on delivery of services.

For the three months ended March 31, 2001, technology sales
represented 3% of total revenue compared to 1% for the three months ended March
30, 2000. We have developed proprietary software applications in two areas:
human Capital management and Web development. Njoyn is our human capital
management system. Njoyn is a Web-based application that automates and manages
the entire hiring process. The revenue associated with providing this software
is allocated to an initial set up fee, customization and training as agreed and
an ongoing monthly per user fee. The allocation of revenue to the various
elements is based on our determination of the fair value of the elements as if
they had been sold separately. The set-up fee and customization revenue is
recognized upon delivery of access to the software with customization completed
in accordance with milestones determined by the contract. Revenue for the
training is recorded as the services are rendered and the ongoing monthly fee is
recorded each calendar month. There is no additional fee for hosting.

SecondWave is our Web development software. SecondWave allows
companies to create, manage and automate their own dynamic, adaptive Web sites.
The software learns from each visitor's behavior and targets his or her needs
and interests with customized content and communications. We sign contracts for
the customization or development of SecondWave in accordance with specifications
of our clients. The project plan defines milestones to be accomplished and the
costs associated. These amounts are billed as they are accomplished and revenue
is recognized as the milestones are reached. The work in progress for costs
incurred beyond the last accomplished milestone is reflected at the period end.
To date these amounts have not been material and have not been set up at the
period ends. The contracts do not include any post-contract customer support.
Additional customer support services are provided at standard daily rates, as
services are required. Selected technology clients include Microsoft, CIBC,
Investors Group, and Digital Cement.

-17-

Gross profit is calculated by subtracting all direct costs from net
revenue. The direct costs of contract recruitment include contractor fees and
benefits, resulting in an average gross profit of 28%. We do not attribute any
direct costs to permanent placement services, therefore the gross profit on such
services is 100% of revenue. The direct costs of technical publications and
engineering outsourcing include wages, benefits, software training and project
expenses. The average gross profit for outsourcing is 28%. The direct costs of
information technology documentation services include wages, benefits, and
project expenses. The average gross profit for information technology
documentation is 56%. The direct costs of training include trainer salaries,
benefits and travel as well as courseware. The average gross profit on training
is 59%. The direct costs of our technology services are minimal and include
hosting fees and software expenses. The average gross profit on technology is
95%.

Results of Operations

The following table presents certain of our financial data as a
percentage of our revenue based on information derived from our revised
financial statements.

Three Months Ended March 31,

2001 2000
---- ----
Sales.............................. 100% 100%
Cost of Sales ................... 64% 68%
Gross profit....................... 36% 32%
Expenses........................... 38% 31%
Income (loss) before Income Taxes.. -.03% 0.01%

Results of Operations for the Three Months Ended March 31, 2001 and 2000

Revenue

Revenue. Revenue for the three months ended March 31, 2001 increased by
$490,000 or 5%, to $10,645,000, as compared to $10,155,000 for the three months
ended March 31, 2000. The increase is primarily attributable to the acquisition
of MicroTech Professionals, Inc. effective April 1, 2000, which had sales of
$1,300,000 for the three months ended March 31, 2001.

Cost of Sales. The cost of sales for the three months ended March 31,
2001 decreased by $15,000, or 0.2%, to $6,855,000, as compared to $6,870,000 for
the three months ended March 31, 2000. As a percentage of revenue, the cost of
sales was 64% compared to 68% for the three months ended March 31, 2000.

Gross Profit. Gross profit for the three months ended March 31, 2001
increased by $505,000, or 15%, to $3,790,000, as compared to $3,285,000 for the
three months ended March 31, 2000. This increase was attributable to the
aforementioned increase in revenue during the three months ended March 31, 2001.
As a percentage of revenue, gross profit increased to 36% from 32% for the three
months ended March 31, 2000.

Expenses. Expenses for the three months ended March 31, 2001 increased
by $900,000 or 28% to $4,090,000 compared to $3,190,000 for the three months
ended March 31, 2000. Administrative expenses decreased $20,000 or 1% to
$1,370,000 compared to $1,390,000 for the three months ended March 31, 2000.
Selling expenses for the three months ended March 31, 2001 increased by $450,000
or 38% to $1,640,000 from $1,190,000 for the three months ended March 31, 2000.
This increase is attributable to the increase in revenue. For the three months
ended March 31, 2001, interest charges increased by $70,000 or 39% to $250,000
from $180,000 for the three months ended March 31, 2000. For the three months
ended March 31, 2001, depreciation and amortization expenses increased $130,000
or 30% to $560,000 from $430,000 for the three months ended March 31, 2000. This
increase is primarily attributable to the increase in capital assets and the
acquisition of other assets. For the three months ended March 31, 2001,
restructuring charges related to the termination of personnel and the closure of
non-productive branch offices were $280,000 compared to zero for the three
months ended March 31, 2000.

Net Income (Loss) Before Income Tax. Net income before income tax for
the three months ended March 31, 2001 decreased by $390,000, to a net loss of
$290,000 as compared to net income before income tax of $100,000 for the three
months ended March 31, 2000.

Liquidity and Capital Resources

Our primary sources of cash are a credit facility of $7,000,000 with
Bank One and proceeds from the sale of equity securities.

-18-

At March 31, 2001, we had negative cash or cash equivalents and a
working capital deficiency of $2,530,000. At March 31, 2001, we had a cash flow
deficiency from operations of $136,000. At March 31, 2000, we had negative cash
or cash equivalents and a working capital deficiency of $3,080,000. At March 31,
2000, we had a cash flow deficiency from operations of $800,000, due primarily
to expenditures on research and development of our technology.

At March 31, 2001, we had cash flow from financing activities of
$686,000, attributable primarily to an increase of bank indebtedness of $350,000
and proceeds from the issuance of common stock of $400,000. At March 31, 2000,
we had cash flow from financing activities of $130,000, attributable primarily
to an increase in bank indebtedness of $500,000.

At March 31, 2001, we had a cash flow deficit from investing activities
of $200,000 attributable primarily to the increase in long-term receivable. At
March 31, 2000, we had a cash flow deficit from investing activities of
$1,100,000 attributable primarily to the purchase of capital and other assets.

On January 26, 2001, we: (a) repriced warrants to purchase up to
100,000 shares of our common stock, which warrants were issued to a certain
investor in our April 2000 private placement offering of Series B 8% Cumulative
Preferred Stock, so that such warrants are exercisable at any time until April
16, 2005 at a new purchase price of $1.00 per share; (b) repriced warrants to
purchase an aggregate of up to 230,693 shares of our common stock, which
warrants were issued to the placement agent, certain financial advisors, and the
placement agent's counsel in our August 2000 private placement offering of
units, so that such warrants are exercisable at any time until August 22, 2005
at a new purchase price of $1.00 per share; and (c) issued warrants to purchase
up to 250,000 shares of our common stock exercisable at any time and in any
amount until January 26, 2006 at a purchase price of $1.50 per share to KSH
Investment Group, Inc. The issuance of warrants, repricing of warrants and the
issuance of 275,000 shares of common stock were for an aggregate consideration
of $275,000. In February 2001, 150,000 of such repriced warrants were exercised
by KSH Investment Group, Inc., the placement agent in our August 2000 private
placement offering.

On March 14, 2001, we repriced 100,000 options belonging to Roger W.
Walters' to $1.00 per share in consideration of debt forgiveness of $75,000 and
the restructuring of debt totaling $250,000 on the notes payable to Mr. Walters
in connection with our purchase of Cad Cam, Inc. On March 14, 2001 Mr. Walters
resigned as our Executive Vice President of U.S. Operations and as a director
effective March 30, 2001.

On March 23, 2001, we signed a consulting agreement with Union Atlantic
Capital L.C., an investment banker and placement agent to arrange a private
placement of debt, equity and/or warrants. The fee was contingent on the
successful closing of a transaction. The agreement expired on June 23, 2001 and
no fees were paid.

At March 31, 2001, we were in breach of the loan covenants governing
our credit line facility with Bank One. As a result, the bank has enforced a
restriction on principal repayment of all subordinated loans and notes payable.
The parties affected by this restriction include the Business Development Bank
of Canada, Roger Walters and Denise Dunne to whom we owe approximately $450,000,
$1,200,000, and $1,900,000 respectively.

At March 31, 2001, we were also in breach of the working capital
covenants governing our operating loans with the Business Development Bank of
Canada. The bank has agreed to a temporary deferment of principal payments until
January 2002. We are current in our interest obligations to the Business
Development Bank of Canada.

Recent Events

Pursuant to a share purchase agreement dated April 18, 2001 (Series C
Preferred Stock Purchase Agreement), we issued 1,105 shares of Series C 7%
Cumulative Convertible Preferred Stock (Series C Preferred Stock) and 663,484
common stock purchase warrants. The Series C Preferred Stock and the common
stock purchase warrants were issued pursuant to Section 4(2) of the Securities
Act and each of the investors was a sophisticated, accredited investor who took
the shares for investment purposes. There was no underwriter involved in the
transaction.

Each share of our Series C Preferred Stock has a stated value of $1,000
per share. The shares of Series C Preferred Stock are convertible into shares of
our common stock at the option of the holders of the Series C Preferred Stock at
any time after issuance until we force the conversion of the shares of Series C
Preferred Stock. We are required to convert all such shares of Series C
Preferred Stock that remain outstanding after April 18, 2003.

Each of the 663,484 warrants is exercisable at any time and in any
amount until April 18, 2005 at a purchase price of $0.54.

-19-

Pursuant to the registration requirements under the Series C Preferred
Stock Purchase Agreement, we filed a registration statement on June 7, 2001
(Registration Statement) registering 200% of the shares of common stock issuable
upon the conversion of all the shares of Series C Preferred Stock issued and to
be issued and 100% of the shares of common stock issuable upon exercise of the
common stock purchase warrants. Upon the effective date of this registration
statement, we will be obligated to issue to the investors an aggregate of 500
shares of Series C Preferred Stock and additional common stock purchase warrants
in consideration for an additional $500,000. The issuance of the additional 500
shares of Series C Preferred Stock and warrants is subject to the satisfaction
or waiver of the following conditions: (a) that immediately available funds have
been delivered by each investor; (b) that all representations and warranties by
the parties shall have remained true and correct and (c) that all permits and
qualifications required by any state shall have been obtained.

On June 6, 2001 the Series C Preferred Stock Purchase Agreement was
amended (Amended Series C Preferred Stock Purchase Agreement) to restructure the
terms of the issuance of the additional 500 shares of Series C Preferred Stock.
Pursuant to the Amended Series C Preferred Stock Purchase Agreement, we issued
125 shares of the 500 shares of Series C Preferred Stock to be issued and 59,592
warrants to one investor in consideration for $125,000. Pursuant to the Amended
Series C Preferred Stock Purchase Agreement we are obligated to issue the
remaining 375 shares of Series C Preferred Stock and 112,500 warrants to the
investors.

Each of the 59,952 warrants is exercisable at any time and in any
amount until June 8, 2005 at an exercise price of $0.63 per share.

At any time prior to October 24, 2001, we may, in our sole discretion,
redeem in whole or in part, the then issued and outstanding shares of Series C
Preferred Stock at a price equal to $1,150 per share, plus all accrued and
unpaid dividends, and after October 24, 2001 at a price equal to $1,200 per
share, plus all accrued and unpaid dividends. As of the date of this filing,
there are 985 shares of Series C 7% Convertible Preferred Stock and 663,484
warrants outstanding.

Subsequent to March 31, 2001, Norbert Mika, a former employee of
Thinkpath Training Inc. (formerly ObjectArts Inc.), instituted an action against
us in the Ontario Superior Court of Justice, City of Kitchener, Regional
Municipality of Waterloo, Ontario, Court File No.C-745/01, alleging wrongful
dismissal. Specifically, Mr. Mika claims that we terminated him without cause
and he is seeking $195,000 in damages, plus punitive damages and attorneys'
fees. We have filed a statement of defense, and as of the date hereof, discovery
has commenced, and we intend to defend ourselves and prosecute our claim
vigorously.

Subsequent to March 31, 2001, Glenn Cressman, a former employee of
Thinkpath Training Inc. (formerly ObjectArts Inc.), instituted an action against
us in the Ontario Superior Court of Justice, City of London, Ontario, Court File
No. 37208, alleging wrongful dismissal. Specifically, Mr. Cressman claims that
we terminated him without cause and he is seeking $100,000 in damages, plus
punitive damages and attorneys' fees. We have filed a statement of defense, and
as of the date hereof, discovery has commenced, and we intend to defend
ourselves and prosecute our claim vigorously.

Subsequent to March 31, 2001, John James Silver, a former employee,
commenced an action against us in the Supreme Court of the State of New York,
County of New York, Index No. 1113642/01, alleging breach of contract, quantum
meruit, and account stated. Mr. Silver is seeking $81,147 in damages.
Specifically, Mr. Silver alleges that we have breached an employment agreement
with him, claiming that we owe him damages representing unpaid salary, vacation
time, a car allowance, severance pay and stock options. Mr. Silver also claims
that we owe him damages for allegedly having defaulted on payment for certain
services that he performed. We are in the process of answering Mr. Silver's
complaint, which was recently filed, and will defend this action vigorously.

On June 6, 2001, we changed our corporate name from Thinkpath.com Inc.
to Thinkpath Inc. in order to more accurately reflect our expanded suite of
services.

On July 20, 2001, we received a Nasdaq Staff Determination letter
indicating that we are not in compliance with the bid price requirements for
continued listing, as set forth in Nasdaq's Marketplace Rule 4310 (c)(8)(B). On
September 27, 2001, Nasdaq announced a moratorium on the minimum bid and public
float requirements for continued listing on the exchange until January 2, 2002.
Our common stock will continue to be listed on the Nasdaq SmallCap Market during
this period.

-20-

In September 2001, we restructured our note payable to Roger Walters so
that 1,200,000 shares will be issued in lieu of $450,000 cash reducing the
balance of the note to $750,000. The balance will be paid over 3 years beginning
January 1, 2003. We are current in our interest obligations to Roger Walters.

As a result of Bank One's restriction on subordinated debt payments, we
are in breach of our payment schedule to Denise Dunne. We are in negotiations to
restructure our note payable to Denise Dunne. We hope to reduce the principal
amount owing and extend the payment terms. We are current in our interest
obligations to Denise Dunne.

As a result of the September 11, 2001 terrorist attack our branch
office located in the World Trade Center in New York City was destroyed and our
branch office located at 195 Broadway was damaged and closed for a period of
four weeks. We are currently unable to provide a reliable estimate of the effect
of the destruction and closure of our offices on our operating results and
financial condition.

-21-

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are party to the following pending legal proceedings:

Michael Carrazza, as assignee of Southport Consulting Co., instituted
an action against us in the Supreme Court of the State of New York, County of
New York, Index No. 600553/01, alleging breach of contract and unjust
enrichment. Mr. Carrazza is seeking $250,000.00 in damages. Specifically, Mr.
Carrazza claims that we failed to deliver cash or stock to Mr. Carrazza under
the asset purchase agreement pursuant to which we acquired the assets of
Southport Consulting Co. We have filed a counterclaim against Mr. Carrazza,
seeking $162,000.00 in damages, plus punitive damages and attorneys' fees, on
the ground that Mr. Carrazza, as then president and sole shareholder of
Southport Consulting Co., fraudulently induced us into executing the asset
purchase agreement by misrepresenting the value of the assets being purchased.
As of the date hereof, discovery has commenced, and we intend to defend
ourselves and prosecute our claim vigorously.

We are not party to any other pending litigation.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS IN SENIOR SECURITIES

We are in breach of the loan covenants governing our credit line
facility with Bank One. As a result, the bank has enforced a restriction on
principal repayment of all subordinated loans and notes payable. The parties
affected by this restriction include the Business Development Bank of Canada,
Roger Walters and Denise Dunne to whom we owe approximately $450,000,
$1,200,000, and $1,900,000 respectively.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of our security holders.

ITEM 5. OTHER INFORMATION

On March 9, 2001, Marilyn Sinclair resigned as Vice President and as a
director.

On March 14, 2001 Roger W. Walters resigned as the Company's Executive
Vice President of U.S. Operations and as a director effective March 30, 2001.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

Incorporated by reference to the Company's annual report on Form
10-KSB, as amended, filed on October 26, 2001.

(b) Reports on Form 8-K.

The Company did not file any reports on Form 8-K during the three-month
period ended March 31, 2001.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

THINKPATH INC.

Dated: October 31, 2001 By: /s/ Declan French By: /s/ Kelly Hankinson
--------------------- -----------------------
Declan French Kelly L. Hankinson
Chief Executive Officer Chief Financial Officer
and President

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