U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO.1

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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THINKPATH INC.
(Name of small business issuer as specified in its charter)

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Ontario 7371 52-209027
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) I.D. No.)

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55 University Avenue, Suite 505
Toronto, Ontario, Canada M5J 2H7
(416) 364-8800
(Address and telephone number of principal executive
offices and principal place of business)

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Jay M. Kaplowitz, Esq. Declan A. French, President
Arthur S. Marcus, Esq. THINKPATH INC.
Gersten, Savage & Kaplowitz, LLP 55 University Avenue
101 East 52nd Street, 9th Floor Toronto, Ontario, Canada M5J 2H7
New York, New York 10022 (416) 364-8800
(212) 752-9700 (416) 364-2424 (fax)
(212) 980-5192 (fax)

(Name, address and telephone number of agents for service)

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [x]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A) MAY DETERMINE.

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Maximum
Title of Each Class Amount Offering Proposed
of Securities Being Price Per Maximum Amount of
Being Registered Registered Security(1) Offering Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------

Common Stock (2) 3,072,715 $ .66 $ 2,027,991.90 $ 506.00

Common Stock
Underlying Warrants (3) 863,484 $ .5445 $ 470,167.03 $ 117.54

Common Stock
Underlying Warrants (4) 275,492 $ .66 $ 181,824.72 $ 45.46

Common Stock
Underlying
Convertible
Preferred Stock (5) 5,895,676 $ .66 $ 3,891,146.10 $ 972.79

Common Stock
Underlying Options (6) 12,500 $3.25 $ 40,625.00 $ 10.16

Common Stock
Underlying Options (7) 2,500 $3.19 $ 7,975.00 $ 1.99

Common Stock
Underlying Options (8) 25,000 $ .70 $ 17,500.00 $ 4.38
Registration
Default

Sub total 10,147,367 $ 6,637,229.70 $1,653.94

Amount Previously
Paid $1,460.08

Amount Due: $ 193.86

(1) Pursuant to Rule 457, estimated solely for the purpose of calculating
the registration fee.

(2) Based upon the last reported sales price of the registrant's common
stock of the same class as quoted on the Nasdaq SmallCap Market on June
12, 2001, $.66.

(3) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
there are also being registered additional shares of common stock as
may be issuable upon the exercise of warrants described herein at an
exercise price of $.5445 per share

(4) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
there are also being registered such indeterminate number of additional
shares of common stock as may be issuable upon the exercise of warrants
described herein pursuant to the last reported sales price of the
registrant's common stock as quoted on the Nasdaq SmallCap Market on
June 4, 2001, $.59. The actual number of shares of the registrant's
common stock issuable upon the exercise of the warrants and the
exercise price thereof is pursuant to the provisions of the warrants.

(5) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
there are also being registered such number of additional shares of
common stock as may be issuable upon the conversion of the convertible
preferred stock described herein pursuant to the last reported sales
price of the registrant's common stock as quoted on the Nasdaq SmallCap
Market on June 4, 2001, $.59. The actual number of shares of the
registrant's common stock issuable upon the conversion of the
convertible preferred stock is pursuant to the provisions of the
convertible preferred stock regarding the determination of the
applicable conversion price and dividend rate.

(6) Includes 12,500 shares of the registrant's common stock issuable upon
the exercise of options at an exercise price of $3.25 per share.

(7) Includes 2,500 shares of the registrant's common stock issuable upon
the exercise of options at an exercise price of $3.19 per share.

(8) Includes 25,000 shares of the registrant's common stock issuable upon
the exercise of options at an exercise price of $.70 per share.

Information contained herein is subject to completion or amendment.
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.

Unless otherwise indicated, all reference to "Thinkpath", "us", "our"
and "we" refer to Thinkpath Inc. and: (a) its wholly-owned subsidiaries:
Systemsearch Consulting Services Inc., an Ontario corporation, International
Career Specialists Ltd., an Ontario corporation, Cad Cam, Inc., an Ohio
corporation, Object Arts Inc., an Ontario corporation, Micro Tech Professionals,
Inc., a Massachusetts corporation; Njoyn Software Inc., an Ontario corporation;
and TidalBeach Inc., an Ontario corporation. On June 6, 2001, we changed our
name from Thinkpath.com Inc. to Thinkpath Inc.

PRELIMINARY PROSPECTUS

Subject to Completion, Dated June 14, 2001

THINKPATH INC.

10,147,367 Shares of Common Stock

This is an offering of an aggregate of 10,147,367 shares of common
stock of Thinkpath Inc., 3,072,715 of which may immediately be sold, 5,895,676
of which may be sold upon the conversion of our Series C 7% Convertible
Preferred Stock, 1,138,976 of which may be sold upon the exercise of warrants
and 40,000 of which may be sold upon the exercise of options. All of the shares
are being offered by the selling security holders named in this prospectus. We
will not receive any of the proceeds from the sale of the common stock by the
selling security holders or upon the conversion of the preferred stock, although
we would receive approximately $699,907 if all of the warrants and options, the
underlying shares of which are being registered in this offering, are exercised.
Our common stock is traded on the Nasdaq SmallCap Market under the symbol
"THTH". On June 12, 2001, the last reported sales price of our common stock, as
quoted on the Nasdaq SmallCap Market, was $.66.

Please see "Risk Factors" beginning on page 6 to read about factors you
should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this Prospectus is June ___, 2001

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR SALE
UNDER THE SECURITIES LAWS OF CANADA OR ANY PROVINCE OR TERRITORY OF CANADA. THE
SECURITIES ARE NOT BEING OFFERED FOR SALE AND MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN CANADA, OR TO ANY RESIDENT THEREOF, IN VIOLATION OF
THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA.

ENFORCEABILITY OF CIVIL LIABILITIES

Thinkpath Inc.'s headquarters are located in, and a majority of its
officers, directors and auditors are residents of, Canada and a substantial
portion of Thinkpath Inc.'s assets are, or may be, located outside the United
States. Accordingly, it may be difficult for investors to effect service of
process within the United States upon non-resident officers and directors, or to
enforce against them judgments obtained in the United States courts predicated
upon the civil liability provision of the Securities Act of 1933, as amended, or
state securities laws. Thinkpath Inc. has been advised by its Canadian legal
counsel that there is doubt as to the enforceability in Canada against Thinkpath
Inc. or against any of its directors, controlling persons, officers or the
experts named herein, who are not residents of the United States, in original
actions or in actions for enforcement of judgments of United States courts, of
liabilities predicated solely upon United States federal securities laws.
Service of process may be effected, however, upon Thinkpath Inc.'s duly
appointed agent for service of process, Gersten, Savage & Kaplowitz, LLP, New
York, New York. If investors have questions with regard to these issues, they
should seek the advice of their individual counsel. Thinkpath Inc. has also been
informed by its Canadian legal counsel that, pursuant to the Currency Act
(Canada), a judgment by a court in any Province of Canada may only be awarded in
Canadian currency. Pursuant to the provision of the Courts of Justice Act
(Ontario), however, a court in the Province of Ontario shall give effect to the
manner of conversion to Canadian currency of an amount in a foreign currency,
where such manner of conversion is provided for in an obligation enforceable in
Ontario.

EXCHANGE RATE DATA

Thinkpath Inc. maintains its books of account in Canadian dollars, but
has provided the financial data in this prospectus in United States dollars and
on the basis of generally accepted accounting principles as applied in the
United States, and its audit has been conducted in accordance with generally
accepted auditing standards in the United States. All references to dollar
amounts in this prospectus, unless otherwise indicated, are to United States
dollars.

The following table sets forth, for the periods indicated, certain
exchange rates based on the noon buying rate in New York City for cable
transfers in Canadian dollars. Such rates are the number of United States
dollars per one Canadian dollar and are the inverse of rates quoted by the
Federal Reserve Bank of New York for Canadian dollars per US$1.00. The average
exchange rate is based on the average of the exchange rates on the last day of
each month during such periods. On May 31, 2001, the exchange rate was CDN$1.00
per US$0.64730.

Three Months Ended
Year Ended December 31, March 31,
------------------------------ ------------------
1998 1999 2000 2001
------- ------- ------- --------

Rate at end of period $0.6533 $0.6928 $0.6729 $0.63460
Average rate during period 0.6747 0.6731 $0.6794 $0.65514
High 0.7121 0.6917 $0.6619 $0.67100
Low 0.6307 0.6463 $0.6967 $0.63290

TABLE OF CONTENTS

Page

Prospectus Summary................................................................................ 1

The Offering ..................................................................................... 4

Summary Combined Financial Information ........................................................... 5

Risk Factors...................................................................................... 6

Special Note Regarding Forward-Looking Statements ................................................ 11

Use of Proceeds .................................................................................. 12

Certain Market Information ....................................................................... 12

Dividend Policy .................................................................................. 12

Selected Financial Data .......................................................................... 13

Management's Discussion and Analysis of Financial Condition and Results of Operations ............ 14

Business ......................................................................................... 24

Board of Directors and Executive Officers ........................................................ 32

Certain Relationships and Related Party Transactions ............................................. 42

Principal Shareholders ........................................................................... 44

Description of Securities ........................................................................ 46

Certain United States and Canadian Federal Income Tax Considerations ............................. 48

Investment Canada Act ............................................................................ 50

Shares Eligible For Future Sale .................................................................. 51

Selling Security Holders ......................................................................... 52

Plan of Distribution ............................................................................. 54

Legal Matters .................................................................................... 55

Experts .......................................................................................... 55

Where You Can Find Additional Information ........................................................ 55

Financial Statements ............................................................................. F-1

You should rely only on the information contained in this prospectus.
To understand this offering fully, you should read this entire prospectus
carefully, including the financial statements and notes thereto. We have
included a brief overview of the most significant aspects of the offering itself
in the Prospectus Summary. We have not authorized anyone to provide you with
information different from that contained in this prospectus. The information
contained in this prospectus may only be accurate on the date of this
prospectus.

iii

PROSPECTUS SUMMARY

The following summary highlights some of the information in this
prospectus. It may not contain all of the information that is important to you.
To understand this offering fully, you should read the entire prospectus
carefully, including the risk factors and our consolidated financial statements
and the notes accompanying the consolidated financial statements appearing
elsewhere in this prospectus.

Our Business

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

Outsourcing

Many companies do not have the staff necessary to complete a large
project in-house and, due to time, cost and/or infrastructure restraints, are
not interested in hiring new employees or training existing employees for such
projects. In response to this trend, we offer specialized project outsourcing
and management services in the areas of technical documentation, Web
development, design engineering, and Computer Aided Design (CAD) services.
Management anticipates that outsourcing will account for more than 60% of our
total revenues by 2002.

Recruitment

We offer full-service recruitment services, including permanent
placement, contract placement, and executive search in the IT and engineering
fields. We have particular expertise in recruiting for Web-based and e-commerce
applications, Customer Relationship Management (CRM) technologies, technical
documentation and technical training. We can and do find candidates from the
entire spectrum of responsibility levels -- from newly graduated junior
technicians to senior technical executives.

Our careful evaluation process tests candidates on their technical
proficiency, soft skills, fit with company culture, and attitude towards finding
a new position. We guarantee that all potential hires are interviewed and
reference checked and that no resume is ever forwarded to a client without the
candidate's prior permission and knowledge.

Training

Out training division offers an array of technical training and
certification options, including classroom training with an instructor,
one-on-one mentoring in the workplace, and Internet-based learning modules. We
are a Microsoft Certified Technical Education Center and also offer a variety of
Web certification programs including Java, Linux, and Microsoft end-user
training.

Instructor-Led Classroom Training

In state-of-the-art facilities, we schedule over 80 public enrollment
courses. We use vendor-certified curricula and vendor-certified trainers to
ensure the highest quality learning experience.

Private Group Classes

For groups of IT professionals that require training on a particular
topic, we can customize a course to fit a specific IT environment and hold the
course at a site of the client's choosing. We have successfully completed
private training in the United States, Canada, Hong Kong, the Philippines, the
United Kingdom and other international locations for high-profile clients such
as Goldman Sachs.

Mentoring

Our highly skilled instructors provide on-site, on-the-job technical
advice and tutoring. Management believes that this "mentoring" program is an
effective way to add expert skills on a short-term basis to enhance the
performance of IT personnel and to implement computer technologies.

Technology

Njoyn

Based on our corporate experience in the recruitment industry, we have
developed an Internet-based recruiting solution called Njoyn. Njoyn is a
complete application that manages and streamlines every aspect of the hiring
process yet is delivered over the Web on a subscription basis.

Through a simple and easily accessible interface, companies utilizing
Njoyn can broadcast job openings, sort and rank incoming candidates, manage
agency relationships, communicate in real-time with all stakeholders in the
hiring process, schedule and track interviews and generate statistical reports
to monitor Return on Investment (ROI). Njoyn is delivered through an ASP
(Application Service Provider) model. Development of the application is already
completed, and Njoyn is currently being used by several of our clients.

SecondWave

SecondWave is Web marketing and site maintenance software that we
acquired through our acquisition of TidalBeach. SecondWave allows companies to
create, manage and automate their own dynamic, adaptive Web sites. The
application is designed to build on-line communities and foster relationships by
continuously learning from each visitor's behavior and targeting his or her
interests with customized content and communications.

The software allows people with very little programming knowledge to
maintain multiple Web sites, in any language. It assists in automating e-mail
mailings, the building and maintenance of news groups, the implementation of
real-time messaging, the creation of polls and surveys, and the building of
on-line communities.

Recent Events

On January 26, 2001, we: (i) repriced a warrant to purchase up to 100,000
shares of our common stock, which warrant was issued to a certain investor in
our April 2000 private placement offering of Series B 8% Preferred Stock, so
that such warrant is 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 a warrant 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. for investment banking services rendered. In February 2001, 150,000
of such warrants were exercised by KSH Investment Group, the placement agent in
our August 2000 private placement offering. As partial consideration for the
exercise of such warrants, we issued to certain affiliates of the placement
agent, warrants to purchase an aggregate of 315,000 shares of our common stock
at an exercise price of $1.50 per share. The 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.

In February 2001, we issued 30,632 shares of our common stock to
Gersten, Savage Kaplowitz, LLP, our United States securities counsel, in
consideration for legal services rendered.

On March 14, 2001, we repriced 100,000 options belonging to Roger Walters
to $1.00 per share in consideration for debt forgiveness of $75,000 and the
restructuring of debt totaling $250,000 on the notes payable to Mr. Walters in
connection with the purchase of Cad Cam, Inc. In addition, on March 14, 2001 Mr.
Walters resigned as our Executive Vice President of US Operations and from the
Board of Directors effective March 30, 2001.

Pursuant to a share purchase agreement dated April 18, 2001, we issued
1,105 shares of Series C 7% 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
common stock at the option of the holders the Series C Preferred Stock, at any
time after issuance until such shares of Series C Preferred Stock are
compulsorily converted or redeemed by us, under certain conditions. We are
registering 200% of the shares of common stock issuable upon the conversion of
the 1,105 shares of Series C Preferred Stock and the 500 shares of Series C
Preferred Stock to be issued upon the filing and effective date of this
registration statement. Upon the effective date of this registration statement,
we have the option to issue to the holders 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. We have 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 our
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
Preferred Stock issued and outstanding). The Conversion Price is subject to
certain floor and time limitations.

At any time prior to October 24, 2001, we 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.

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.

Our headquarters are located at 55 University Avenue, Suite 505,
Toronto, Ontario, Canada M5J 2H7. We were incorporated under the laws of the
Province of Ontario, Canada in February 1994. Our telephone number is (416)
364-8800.

THE OFFERING

Common Stock Offered 10,147,367 shares of common stock. See
"Description of Securities."

Shares of Common Stock Outstanding 14,597,929 (as of June 12, 2001)

Use of Proceeds We will not receive any proceeds from the sale of the
shares of common stock by the selling security holders or
upon the conversion of preferred stock, although we
will receive approximately $699,907 if all of the
warrants and options, they underlying shares of which
are being registered in this offering, are exercised. See
"Use of Proceeds."

Common Stock Trading Symbol Nasdaq SmallCap Market: "THTH"

Risk Factors An investment in our common stock involves a high degree
of risk and should be made only after careful consideration
of the significant risk factors that may affect us. Such
risks include special risks concerning us and our business.
See "Risk Factors."

SUMMARY COMBINED FINANCIAL INFORMATION

The following selected statement of operations data is for the years
ended December 31, 1999 and 2000 and the three months ended March 31, 2001. The
selected balance sheet data is for the year ended December 31, 2000 and the
three months ended March 31, 2001. The statement of operations and balance sheet
data for the years ended December 31, 1999, and 2000 and the three months ended
March 31, 2001 is derived from our financial statements and the related notes
included elsewhere in this prospectus audited by Schwartz Levitsky Feldman, llp.
All information should be read in conjunction with our consolidated financial
statements and the notes contained elsewhere in this prospectus.

Year Ended Three Months Ended
December 31, March 31,
-------------------- -------------
1999* 2000 2001
---- ---- ----
(in thousands except per share data)
----------------------------------------

Statement of Operations Data

Revenue 27,032,435 44,325,780 10,645,554

Income before Interest, Amortization
Other & Income Taxes 1,158,549 2,868,928 970,034

Net income (loss) (143,323) (11,139,214) (625,680)

Net income (loss) per share (0.04) (2.10) (0.05)

* Restated

Year Ended Three Months Ended
December 31, March 31,
--------------- ------------------
2000 2001
---- ----
(in thousands except per share data)
-----------------------------------

Balance Sheet Data

Working capital deficiency (3,100,000) (2,680,000)

Total Assets 25,685,940 25,243,487

Long-term debt 5,031,444 4,952,604

Total liabilities 14,135,146 14,083,649

Total stockholders' equity 11,550,794 11,159,838

RISK FACTORS

An investment in our common stock involves a high degree of risk. In
addition to other information contained in this prospectus, you should carefully
consider the following risk factors and other information in this prospectus
before investing in our common stock.

Our growth will require substantial capital.

In order to develop our business, we will require significant
additional funds for the expansion of our sales force and recruiting staff, the
introduction of new products and financing our continuing operations. At
December 31, 2000 and March 31, 2001, we had working capital deficiency of
approximately $3,100,00 and $2,680,000, respectively, and we estimate that
capital requirements for the remainder of 2001 will be approximately $1,500,000,
although it is possible that we may require significantly more than that amount.
Our failure to generate or raise sufficient funds may require us to delay or
abandon some or all of our future expansion plans or expenditures or reduce the
scope of some or all of our present operations, which could materially adversely
effect our financial condition, results of operations and cash flow. Other than
our working capital, our only other source of available funds for our operations
is our bank credit line. We cannot assure you that we will have the funds we
require for our operations. We cannot predict whether any additional financing
will be in the form of equity or debt, or be in another form. We may not be able
to obtain the necessary additional capital on a timely basis or on acceptable
terms, if at all. In any of these events, we may be unable to implement our
current plans. In the event that any future financing should take the form of
equity securities, the holders of our common stock will experience additional
dilution.

Our failure to identify and engage qualified information technology, engineering
and technical training professionals and consultants will adversely affect our
business.

Our business is dependent upon our identifying, hiring and retaining
qualified information technology, engineering and technical training
professionals and consultants. If we fail to identify a sufficient number of
qualified professionals, our business will be materially and adversely affected.
We may have difficulty in meeting our staffing requirements for a number of
reasons, including the following:

- information technology, engineering and technical training
professionals and consultants are in high demand worldwide, the
demand for such professionals is increasing and turnover in the
industry is very high compared with other industries;
in the industry is very high compared with other industries;

- as we seek to expand we will require greater numbers of these
professionals; and

- the information technology services and training market is
characterized by rapid technological change, evolving industry
standards, changing client preferences and new product and service
introductions, which may increase the difficulty in identifying,
hiring and retaining qualified professionals.

Because of the specialized nature of the placement market for
information technology, engineering and technical training professionals and
consultants, we are highly dependent upon our ability to identify and place
professionals possessing the technical skills and experience required by
employers. If we fail to do so, our business will be adversely affected.

Because our information technology, engineering and technical training
professionals and consultants may terminate their employment with us at any
time, we may not be able to meet our customers' requirements.

Because our revenue is dependent upon the number of information
technology, engineering and technical training professionals and consultants we
place on assignment, our success depends on our ability to attract and retain
qualified professionals with the technical skills and experience necessary to
meet our customers' requirements. If we are not able to provide our customers
with the technical personnel they require, our customers will seek to fill their
requirements from other companies. There is intense competition for information
technology and engineering professional, both from numerous staffing and
consulting companies such as us and from companies seeking to meet their own
requirements. As a result:

- We must compete with other companies in seeking to employ
information technology, engineering and technical training
professionals and consultants, including other staffing and
consulting companies who are engaged by the same customer as we
are;

- We often employ the professionals for a specific project on an at
will basis, which permits the professional to terminate his or her
employment with us on little or no notice; and

- The professionals have in the past and may in the future accept
assignments from other companies upon completion of their
assignments with us.

Because of our relatively small size, we may not be able to compete effectively
in our industry.

The information technology, engineering and technical training staffing
and consulting industry is highly competitive and fragmented and is
characterized by low barriers to entry. We compete for potential customers with
other providers of information technology, engineering and technical training
services, consulting services, systems integrators, providers of outsourcing
services, computer consultants, employment listing services, and temporary
personnel agencies. Many of our current and potential competitors have longer
operating histories, significantly greater financial, marketing and human
resources, greater name recognition, a larger base of information technology,
engineering, and technical training and consulting professionals and customers
and a greater ability to respond quickly to changing customer requirements,
which may give such competitors a competitive advantage. We expect that
competition will increase, which could result in price reductions and reduced
margins, which could materially adversely affect our business, prospects,
financial condition and results of operations.

Our expansion strategy may not result in success.

Our expansion plans depend on our ability to enter new regional
markets, expand our existing operations and add additional areas of expertise.
This expansion is dependent on a number of factors, including our ability to
attract, hire, integrate and retain qualified employees, develop, recruit and
maintain a base of qualified professionals within each regional market and
accurately assess the demand for our services in such markets; and initiate,
develop and sustain corporate customer relationships. We cannot assure you that
we will be able to add qualified employees or enter new regional markets or that
our expansion strategy will be profitable to us. Furthermore, our failure to
expand into new markets could hinder our ability to attract multinational and
other large corporations which could have a material adverse effect on our
business, prospects, financial condition and results of operations.

We may be liable for payroll taxes and penalties in Canada because we classify
our information technology, engineering and technical training professionals and
consultants providing contract services as independent contractors.

We treat our information technology, engineering, and technical
training professionals and consultants providing contract services in Canada as
independent contractors rather than employees. Accordingly, we have not withheld
payroll source deductions including, Canada Pension Plan, Employment Insurance
and Employer's Health Tax and we have not paid the employer's portion of these
taxes, and we have not recorded a reserve on our financial statements for such
taxes and penalties. If the taxing authorities in Canada determine that they are
employees we could be subject to significant taxes and penalties, which could
have a material adverse effect upon our financial condition and the results of
our operations. In addition, to the extent that we are required to pay these
taxes in the future, our gross margin would be reduced to reflect the additional
cost of revenue. In the United States, all of our contract service professionals
are classified as employees and all relevant employee and employer payroll taxes
are withheld.

Our operating results may vary from quarter to quarter, and, as a result, we may
fail to meet the expectations of our investors and analysts, which may cause our
stock price to fluctuate or decline.

Our revenue and operating results have fluctuated significantly in the
past, and we expect that they will continue to fluctuate significantly in the
future due to a variety of factors, many of which are outside of our control.
These factors include, among others:

- the demand for our services;

- our ability to attract and retain information technology,
engineering and technical training professionals and consultants
and customers;

- the timing and significance of new services and products
introduced by us and our competitors;

- the level of services provided and prices charged by us and by our
competition;

- unexpected changes in operating expenses;

- changes in the mix of services offered, including the relative
contribution of e-business solutions services and information
technology consulting to our revenue and gross profit; and

- general economic factors.

Since our revenue is derived principally from the services of our
professionals, the utilization of our professionals has a direct effect upon our
operating results. A substantial portion of our operating expenses is related to
personnel costs, marketing programs and overhead, which cannot be adjusted
quickly and are therefore relatively fixed in the short term. Our operating
expense levels are based, in significant part, on our expectations of future
revenues on a quarterly basis, and such expectations may not be met.

Due to all of these factors and the other risks discussed in this
prospectus, you should not rely on period-to-period comparisons of our results
of operations as an indication of future performance. Furthermore, if our
results of operations fall below the expectations of public market analysts or
investors, the market price of our common stock is likely to decline.

Our Web site may not be adequate to meet the growing needs of our business.

We have developed a Web site for internal communications as well as
marketing and recruiting. The satisfactory performance, reliability and
availability of our Web site and network infrastructure are and will be critical
to our reputation and our ability to attract and retain customers and technical
personnel and to maintain adequate customer service levels. Any system
interruptions or reduced performance of our Web site could materially adversely
affect our ability to attract new customers and technical personnel.

Our Web site may be vulnerable to security breaches and similar threats that
could result in our liability for damages and harm to our reputation.

Despite the implementation of network security measures, our Web site
is vulnerable to computer viruses, break-ins and similar disruptive problems
caused by Internet users. These occurrences could result in our liability for
damages, and our reputation could suffer. The circumvention of our security
measures may result in the misappropriation of such proprietary information. Any
such security breach could lead to interruptions and delays and the cessation of
service to our customers and could result in a decline in revenue and income.

Our software product, Njoyn, may not work as intended, which could harm our
business.

We are substantially dependent on Njoyn software for the day-to-day
operation of our business. We cannot assure you that this software will function
as intended or that it will provide us with any competitive advantage. We may
not be able to successfully market Njoyn. Furthermore, if a market develops, the
Njoyn software may be used by our competitors and potential customers, which may
have the effect of reducing our revenue.

We may be held liable for the actions of our information technology, engineering
and technical training professionals and consultants when on assignment.

Although our customer agreements disclaim responsibility for the
conduct of information technology, engineering and technical training
professionals and consultants provided by us, we may be exposed to liability
with respect to actions taken by our professionals while on assignment, such as
damages caused by errors of our professionals, misuse of customer proprietary
information or theft of customer property. Although we maintain insurance
coverage, due to the nature of our assignments, we cannot assure you that the
insurance coverage will continue to be available on reasonable terms, if at all,
or that it will be adequate to cover any liability as a result of our
professionals being on assignment.

Because we have limited management, we depend upon our senior management, and
their loss or unavailability could put us at a competitive disadvantage.

Our future success will depend to a significant extent on the efforts
of our key management personnel, particularly Declan A. French, our Chairman of
the Board and Chief Executive Officer, Laurie Bradley, our President, and Kelly
Hankinson, our Chief Financial Officer. The loss or unavailability of any of
these key employees could have a material adverse effect on our business,
prospects, financial condition and results of operations. In addition, we
believe that our future success will depend in large part upon our continued
ability to attract and retain highly qualified recruiters, who often serve as
the contact person for our customers. There can be no assurance that we will be
able to attract and retain the qualified personnel necessary for our business.

Existing management will retain substantial influence over our operations upon
the consummation of this offering.

Upon the consummation of this offering, our directors and executive
officers will beneficially own approximately 2,769,683, or 18.7% of our common
stock. As a result, they will have substantial influence with respect to the
election of our directors and the outcome of all matters on which shareholders
are entitled to vote.

Currency fluctuations may adversely affect our operating results.

Revenue denominated in Canadian dollars accounted for 38% of our
revenue for the three months ended March 31, 2001, 35% for the year ended
December 31, 2000, and 61% for the year ended December 31, 1999. Accordingly,
the relationship of the Canadian dollar to the value of the United States dollar
may materially affect our operating results. In the event that the Canadian
dollar was materially devalued against the United States dollar, our operating
results could be materially, adversely affected.

Your proportionate ownership interest in us may be diluted upon the conversion
of the Series C 7% Convertible Preferred Stock and the exercise of the warrants.

On April 24, 2001 we issued 1,105 shares of Series C 7% Convertible
Preferred Stock and warrants to purchase 663,484 shares of our common stock at
an exercise price of $.5445 per share in consideration of $1,000,000, which if
converted and/or exercised will dilute your proportionate ownership interest in
us. As of the date of this prospectus, there are 985 shares of Series C 7%
Convertible Preferred Stock and 663,484 warrants outstanding.

We are registering in this offering, 200% of the shares of common stock
issuable upon (i) the conversion of the 1,105 shares of Series C 7% Preferred
Stock issued, (ii) the conversion of the 500 shares of Series C 7% Convertible
Preferred Stock to be issued, and (iii) the shares of common stock issuable upon
the exercise of the warrants. Upon the effective date of this registration
statement, we have the option, under certain conditions, to issue an aggregate
of 500 shares of Series C 7% Preferred Stock and $150,000 of warrants in
consideration for an additional $500,000. In the event we exercise such option,
each conversion and/or exercise of such additional shares of Series C 7%
Preferred stock and warrants will reduce the per share value of your shares of
common stock and reduce your proportionate ownership interest in us.

Approximately 6,703,599 or approximately 45.9% of our total outstanding shares
are restricted but may be publicly sold pursuant to Rule 144k of the Securities
Act of 1933, as amended. This could cause the market price of our common stock
to fluctuate significantly, even if our business is doing well.

As of June 12, 2001 we have 14,597,929 outstanding shares of common
stock, 7,894,330 of which may be resold in the public market immediately,
subject to applicable contractual restrictions. Approximately 1,889,354 or
approximately 12.9% of our outstanding shares are available for resale in the
public market pursuant to Rule 144k of the Securities Act of 1933, as amended.
As shares of our common stock are sold pursuant to Rule 144k, the market price
of our common stock could fluctuate significantly.

We have not, and do not intend, to pay cash dividends in the foreseeable future.

We have not paid any cash dividends on our common stock and do not
intend to pay cash dividends in the foreseeable future. We intend to retain
future earnings, if any, for reinvestment in the development and expansion of
our business. Pursuant to our agreement with the Business Development Bank and
Bank One, we will not pay dividends so long as our loans remain outstanding.
Dividend payments in the future may also be limited by other loan agreements or
covenants contained in other securities which we may issue. Any dividend
payments that we may make would be subject to Canadian withholding tax
requirements. Any future determination to pay cash

dividends will be at the discretion of our Board of Directors and be dependent
upon our financial condition, results of operations, capital and legal
requirements and such other factors as our Board of Directors deems relevant.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information in this prospectus may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934. This information may involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. These factors include the risks described in "Risk
Factors." Forward-looking statements, which involve assumptions and describe our
future plans strategies and expectations, are generally identifiable by use of
the words "may," "should," "expect," "anticipate," "estimates," "believe,"
"intend" or "project" or the negative of these words or other variations on
these words or comparable terminology.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of
common stock owned by the selling security holders or upon the conversion of the
shares of Series C 7% Convertible Preferred Stock or the registration of shares
of common stock, although we would receive approximately $699,907 if all of the
warrants and options, the underlying shares of which are being registered in
this offering, are exercised. If the warrants and/or options are exercised, we
will use the net proceeds for the funding of potential acquisitions, working
capital and general corporate purposes. All proceeds from the sales of the
shares of common stock owned by the selling security holders will be for their
own accounts. See "Selling Security Holders."

CERTAIN MARKET INFORMATION

Our common stock began trading on the Nasdaq SmallCap Market on June 8,
1999, when we completed our initial public offering. Our common stock is listed
on the Nasdaq SmallCap Market under the symbol "THTH". As of June 12, 2001, we
had 14,597,929 shares of common stock outstanding. The following table sets
forth the high and low sale prices for our common stock as reported on the
Nasdaq SmallCap Market.

Common Stock
-------------
Fiscal 1999 High Low
- ----------- ---- ---
Third Quarter $5.25 $2.813
Fourth Quarter $4.969 $2.938

Fiscal 2000
- -----------
First Quarter $4.438 $2.275
Second Quarter $4.750 $3.188
Third Quarter $3.563 $2.125
Fourth Quarter $2.625 $0.375

Fiscal 2001
- -----------
First Quarter $1.688 $0.563
Second Quarter $1.016 $0.469
(through June 12, 2001)

As of June 12, 2001, we had 108 holders of record and approximately
1,063 beneficial shareholders.

On June 12, 2001, the last sale price of our common stock as reported
on the Nasdaq SmallCap Market was $.66.

DIVIDEND POLICY

We have never paid or declared dividends on our common stock. The
payment of cash dividends, if any, in the future is within the discretion of the
Board of Directors and will depend upon our earnings, capital requirements,
financial condition and other relevant factors. We intend to retain future
earnings for use in our business.

SELECTED FINANCIAL DATA

The following selected statement of operations data is for the years
ended December 31, 1999 and 2000 and for the three months ended March 31, 2001.
The selected balance sheet data is for the year ended December 31, 2000. The
statement of operations and balance sheet data for the years ended December 31,
1999 and 2000 and the three months ended March 31, 2001 is derived from our
financial statements and the related notes included elsewhere in this prospectus
audited by Schwartz Levitsky Feldman, llp. All information should be read in
conjunction with our consolidated financial statements and the notes contained
elsewhere in this prospectus.

Year Ended Three Months Ended
December 31, March 31,
-------------------- -------------
1999* 2000 2001
---- ---- ----
(in thousands except per share data)
----------------------------------------

Statement of Operations Data

Revenue 27,032,435 44,325,780 10,645,554

Income before Interest, Amortization
Other & Income Taxes 1,158,549 2,868,928 970,034

Net income (loss) (143,323) (11,139,214) (625,680)

Net income (loss) per share (0.04) (2.10) (0.05)

* Restated

Year Ended Three Months Ended
December 31, March 31,
--------------- ------------------
2000 2001
---- ----
(in thousands except per share data)
-----------------------------------

Balance Sheet Data

Working capital deficiency (3,100,000) (2,680,000)

Total Assets 25,685,940 25,243,487

Long-term debt 5,031,444 4,952,604

Total liabilities 14,135,146 14,083,649

Total stockholders' equity 11,550,794 11,159,838

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction
with the selected historical financial data, financial statements and notes
thereto and the other historical financial information of Thinkpath contained
elsewhere in this prospectus. The statements contained in this prospectus 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, as amended, including statements regarding our expectations,
intentions, beliefs or strategies regarding the future. Forward-looking
statements include our statements regarding liquidity, anticipated cash needs
and availability and anticipated expense levels. All forward-looking statements
included in this prospectus are based on information available to us on the date
hereof, and we assume no obligation to update any such forward-looking
statement. It is important to note that our actual results could differ
materially from those in such forward-looking statements.

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

For the three months ended March 31, 2001, we derived 64% of our
revenue in the United States compared to 62% in the three months ended March 31,
2000.

For the three months ended March 31, 2001, our primary source of
revenue was outsourcing and managed services, representing 55% of total revenue
compared to 47% for the three months ended March 31, 2000. Outsourcing and
managed 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: IT documentation, engineering documentation, Web development
and engineering services. Fees are charged on a time-and-materials or
fixed-price basis. If we charge a fixed-price for a project, we will be required
to estimate the total costs involved in the project and formulate a bid that
contains an adequate profit margin. If we are unable to accurately predict the
costs of such a project, or the costs of the project change due to unanticipated
circumstances, many of which may be beyond our control, we may earn lower profit
margins or suffer a loss on a given project. Clients we provide outsourcing to
include General Electric, FedEx, Boeing, Caterpillar, Cummins Engines and Intel.

For the three months ended March 31, 2001, 33% of our revenue came from
recruitment services compared to 40% 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. 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.

For the three months ended March 31, 2001, technical training
represented approximately 10% of our revenue compared to 13% for the three
months ended March 31, 2000. We offer advanced training and certification in
Microsoft, Java and Linux technologies, as well as Microsoft applications such
as Outlook and Access. Training services include training requirement analysis,
skill 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
2% of total revenue compared to 0% for the three months ended March 31, 2000. We
have developed proprietary software applications in two areas: recruitment
management and Web development. Njoyn is our hiring management application.
Njoyn Software Inc. is a wholly-owned, independently-operated Thinkpath
subsidiary. Njoyn is a Web-based application that automates and manages the
entire hiring process. 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. Selected
technology clients include Microsoft, CIBC, Investors Group, and Digital Cement.
Revenue from technology is recognized in two methods: on deliverable milestones
and on an ASP per month per user basis.

Gross profit is calculated by subtracting all direct costs from net
revenue. The direct costs of outsourcing include wages, benefits, software
training and project expenses. The average gross profit for outsourcing is 34%.
The direct costs of contract recruitment include contractor fees and benefits,
resulting in an average gross profit of 30%. 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 training include trainer
salaries, benefits and travel as well as courseware. The average gross profit on
training is 40%. The direct costs of our technology services are minimal and
include hosting fees and software expenses. The average gross profit on
technology is 90%.

The Year Ended December 31, 2000

For the year ended December 31, 2000, we derived 65% of our revenue in
the United States as compared to 39% in the year ended December 31, 1999, when
nearly all of our revenue was derived in Canada.

For fiscal 2000, our primary source of revenue was outsourcing and
managed services, representing 50% of total revenue. Outsourcing and managed
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: IT
documentation, engineering documentation, Web development and engineering
services. Fees are charged on a time-and-materials or fixed-price basis. If we
charge a fixed-price for a project, we will be required to estimate the total
costs involved in the project and formulate a bid that contains an adequate
profit margin. If we are unable to accurately predict the costs of such a
project, or the costs of the project change due to unanticipated circumstances,
many of which may be beyond our control, and therefore, we may earn lower profit
margins or suffer a loss on a given project. Clients we provide outsourcing to
include General Electric, FedEx, Boeing, Caterpillar, Cummins Engines and Intel.

For fiscal 2000, 30% of our revenue came from recruitment services. We
perform permanent, contract and executive searches for IT and engineering
professionals. Most searches are performed on a contingency basis with fees due
upon a candidate's 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 a

candidate's acceptance 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.

For fiscal 2000, technical training represented approximately 17% of
our revenue. We offer 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 fiscal 2000, technology sales represented 3% of total revenue. We
have developed proprietary software applications in two areas: recruitment
management and Web development. Njoyn is our hiring management application.
Njoyn Software Inc. is a wholly-owned, independently-operated Thinkpath
subsidiary. Njoyn is a Web-based application that automates and manages the
entire hiring process. 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. Selected
technology clients include Microsoft, CIBC, Investors Group, and Digital Cement.
Revenue from technology is recognized in two methods: on deliverable milestones
and on an ASP per month per user basis.

Gross profit is calculated by subtracting all direct costs from net
revenue. The direct costs of outsourcing include wages, benefits, software
training and project expenses. The average gross profit for outsourcing is 33%.
The direct costs of contract recruitment include contractor fees and benefits,
resulting in an average gross profit of 36%. 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 training include trainer
salaries, benefits and travel as well as courseware. The average gross profit on
training is 40%. The direct costs of our technology services are minimal and
include hosting fees and software expenses. The average gross profit on
technology is 80%.

Acquisitions

In April 1998, we acquired all the issued and outstanding capital stock
of Systemsearch Services Inc. and Systems PS Inc. from John R. Wilson for
aggregate consideration $98,000 and 174,551 shares of our common stock. Systems
PS Inc. is inactive but holds certain assets utilized by Systemsearch Consulting
Services Inc. in its operations. The acquisition was effective as of January 2,
1997. Declan A. French, our President and Chairman of the Board, participated in
the management of Systemsearch Consulting Services Inc. We shared data and
operating information systems with Systemsearch Consulting Services Inc. during
the year ended December 31, 1997. Accordingly, our Consolidated Financial
Statements incorporate the operations of Systemsearch Consulting Services Inc.
since January 1, 1997.

On May 19, 1998, we completed the acquisition of all the issued and
outstanding shares of capital stock of International Career Specialists Ltd. for
$326,000 in cash and 130,914 shares of our common stock to John A. Irwin, who
was not affiliated with us prior to this acquisition. In connection with the
acquisition, International Career Specialists Ltd. made a distribution to Mr.
Irwin of certain of its assets that were not necessary for the operation of the
business. The transaction was effective as of January 1, 1998. Declan A. French
and some of our other officers participated in the management of International
Career Specialists Ltd. during the year ended December 31, 1998. Accordingly,
our Consolidated Financial Statements incorporate the operation of International
Career Specialists Ltd. since January 1, 1998.

In November 1998, we completed the acquisition of certain assets of
Southport Consulting, Inc. from Michael Carrazza, one of our former directors,
for an aggregate of $250,000 in cash and shares of our common stock. In February
2001, Mr. Carrazza instituted an action against us in the Supreme Court of the
State of New York alleging breach of contract and unjust enrichment. Mr.
Carrazza is seeking $250,000 in damages specifically claiming that we failed to
deliver cash and/or stock under the asset purchase agreement. The action is
currently in the discovery phase.

On September 16, 1999, we completed the acquisition of all the issued
and outstanding capital stock of Cad Cam, Inc., an Ohio corporation, for an
aggregate of $2,000,000 in cash, $2,500,000 pursuant to a promissory note and
$1,500,000 of our common stock to Roger W. Walters, Cad Cam, Inc.'s former
president. As part of the transaction, Mr. Walters was elected to serve as one
of our directors. The share purchase agreement was executed on January 1, 1999
and the transaction was effective as of September 16, 1999. Mr. Walters was not
affiliated with us prior to the acquisition. On March 14, 2001, Mr. Walter
resigned from the Board of Directors effective March 30, 2001.

On January 1, 2000, we completed the acquisition of all of the issued
and outstanding capital stock of Object Arts Inc., an Ontario corporation, in
consideration of: (i) the issuance of $900,000 of our common stock to Working
Ventures Custodian Fund in exchange for the retirement of outstanding
subordinated debt; (ii) the issuance to Working Ventures Custodian Fund of an
amount of our common stock equal to the legal fees and professional fees
incurred and paid by Working Ventures Custodian Fund in connection with our
acquisition of Object Arts Inc.; and (iii) the issuance of $1,100,000 of our
common stock to the existing shareholders of Object Arts Inc. As part of the
transaction, we entered into employment agreements with Marilyn Sinclair and
Lars Laakes, former officers of Object Arts, Inc. Such employment agreements
were for a terms of three years commencing on January 1, 2000, the effective
date of the acquisition, with annual salaries of $82,000 and $75,000 per year,
respectively. Neither Ms Sinclair nor Mr. Laakes were affiliated with us prior
to the acquisition. On March 9, 2001, Ms. Sinclair resigned as an officer of
Thinkpath. On April 9, 2001 Ms. Sinclair resigned from out Board of Directors

On March 6, 2000, we completed the acquisition of E-Wink, Inc., a
Delaware corporation, in consideration of: (i) 300,000 shares of our common
stock; and (ii) warrants to purchase an aggregate of 500,000 shares of our
common stock at a price of $3.25 per share for a period of five years. The
E-Wink division, which was developing a Web site to match providers of venture
capital, bridge loans and private placement with members of the brokerage
community, was discontinued in January 2001 due to market turmoil and the
resulting difficulty in raising funds for Internet ventures. The investment of
approximately $1,350,000 was written off at December 31, 2001.

Dunne-Fushi, the former President of Micro Tech Professionals, Inc. Such
employment agreement was for a term of one year commencing on April 25, 2000,
the effective date of the acquisition, with an annual salary of $125,000 and a
bonus of $25,000. Mrs. Dunne-Fushi was not affiliated with us prior to the
acquisition. Thinkpath and Mrs. Dunne-Fushi are currently in the process of
negotiating the terms of the renewal of her employment agreement. Mrs.
Dunne-Fushi continues to serve as our Vice President and as the President of
Micro Tech Professionals, Inc. on a month-to-moth basis under the same terms
described above.

On October 31, 2000, we consummated a business combination with
TidalBeach Inc., a Web development company incorporated in the Province of
Ontario. In consideration for the business combination, we issued 250,000 shares
of our common stock to its two shareholders. As part of the transaction, we
entered into an employment agreement with Michael Reid, the former President of
TidalBeach Inc. Such employment agreement is for a term of 2 years commencing on
November 1, 2000 with an annual salary of $123,000.

The acquisitions of Systemsearch Consulting Services Inc.,
International Career Specialists, Cad Cam, Inc., and Micro Tech Professionals,
Inc. were accounted for using the purchase method of accounting, which requires
that the purchase price be allocated to the assets of the acquired entity based
on fair market value. In connection with the acquisitions of Systemsearch
Consulting Services Inc., International Career Specialists Ltd. and all of the
issued and outstanding stock of Cad Cam, Inc., and Micro Tech Professionals,
Inc., we recorded $449,000, $851,000, $5,520,000, and $2,850,000 respectively,
in goodwill, which is being amortized over 30 years in accordance with generally
accepted accounting principles as applied in the United States.

The combinations of Object Arts Inc. and TidalBeach Inc. were accounted
for using the pooling of interests method of accounting. In connection with the
combination of Object Arts Inc., we issued 527,260 shares of our common stock
for all of the outstanding common stock of the combined company. In connection
with the combination of TidalBeach Inc., we issued 250,000 shares of our common
stock for all of the outstanding common stock of the combined company.
Accordingly, the consolidated financial statements for the period ending
December 31, 1999 have been retroactively restated to reflect the combinations.

Results of Operations

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

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%
Operating expense.................. 27% 25%
Operating income before interest,
amortization & other expenses...... 9% 7%
Net income (loss).................. -6% 1%

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 Micro Tech 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 $14,000, or 1%, to $6,855,000, as compared to $6,870,000 for
the three months ended March 31, 2000. This decrease was due to the increased
volume of outsourcing with higher margins. 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.

Operating Income Before Interest, Amortization and Other Expenses.
Operating income before interest, amortization and other expenses for the three
months ended March 31, 2001 increased by $260,000, or 36%, to $970,000, as
compared to $710,000 for the three months ended March 31, 2000. This increase
was attributable to the aforementioned increase in gross profit. As a percentage
of revenue, operating income before interest, amortization and other expenses
increased from 7% for the three months ended March 31, 2000 to 9% for the three
months ended March 31, 2001.

Income after Interest, Amortization and Before Other Expenses. Income
after interest, amortization, but before other expenses increased $130,000 or
130% to $230,000 for the three months ended March 31, 2001 from $100,000 for the
three months ended March 31, 2000. After other expenses mentioned below, we
sustained a loss of $625,000 compared to a profit of $100,000 for the three
months ended March 31, 2000. As a percentage of revenue, income after interest
and amortization, but before other expenses, increased from 1% for the three
months ended March 31, 2000 to 2% for the three months ended March 31, 2001.

Net Income (Loss) Before Income Tax. Net income before income tax for
the three months ended March 31, 2001 decreased by $720,000, to a net loss of
$620,000 as compared to net income before income tax of $100,000 for the three
months ended March 31, 2000. The net loss was due to costs of approximately
$850,000 which include restructuring costs resulting from the closure of branch
offices, and non-cash expenses associated with financing activities such as the
repricing of warrants and options. As a percentage of revenue, net income before
income tax recovery decreased from 1% for the three months ended March 31, 2000
to -6% for the three months ended March 31, 2001. For the three months ended
March 31, 2001, amortization expense increased 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, the increase in the acquisition of other
assets, and the increase of goodwill. For the three months ended March 31, 2001,
interest expense decreased by 0.1% from $182,000 to $180,000.

Accounts Receivable. We had accounts receivable of $7,900,000 as at
March 31, 2001 as compared to $7,860,000 as at December 31, 2000.

The Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999

The following table presents certain of our financial data as a
percentage of our revenue based on information derived from our revised
financial statements for the years ended December 31, 1999 and 2000.

Year ended December 31,

2000 1999*
---- ----
Sales.............................. 100% 100%
Cost of Sales ................... 60% 60%
Gross profit....................... 40% 40%
Operating expenses....... 35% 36%
Operating income before interest,
amortization & other expenses...... 6% 4%
Net income......................... -19% 0%

* Restated

Revenue. Revenue for the year ended December 31, 2000 increased by
$17,300,000 or 64%, to $44,300,000, as compared to $27,000,000 for the year
ended December 31, 1999. The increase is primarily attributable to the
acquisition of Cad Cam Inc., effective September 16, 1999, which had sales of
$18,800,000, Object Arts Inc., effective January 1, 2000, which had sales of
$6,500,000 and Micro Tech Professionals Inc., which had sales of $6,200,000.

Cost of Sales. The costs of sales for the year ended December 31, 2000
increased by $9,900,000, or 61%, to $26,200,000, as compared to $16,300,000 for
the year ended December 31, 1999. This increase was due to the increased volume
of outsourcing. As a percentage of revenue, the cost of sales was 60% which was
consistent with the year ended December 31, 1999.

Gross Profit. Gross profit for the year ended December 31, 2000 increased
by $7,400,000, or 69%, to $18,100,000, as compared to $10,700,000 for the year
ended December 31, 1999. This increase was attributable to the aforementioned
increase in revenue during the year ended December 31, 2000. As a percentage of
revenue, gross profit remained consistent with the year ended December 31, 1999,
at 40%.

Operating Income Before Interest, Amortization and Other. Operating income
before interest, amortization and other expenses for the year ended December 31,
2000 increased by $1,700,000, or 147%, to $2,900,000, as compared to $1,200,000
for the year ended December 31, 1999. This increase was primarily attributable
to the increase in administrative expenses at the corporate level to support the
increasing number of locations and volume of transactions. As a percentage of
revenue, operating income before interest, amortization and other expenses
increased from 4% for the year ended December 31, 1999 to 6% for the year ended
December 31, 2000.

Income After Interest, Amortization and Before Other. Income after
interest, amortization, but before other expenses increased $250,000 or 302% to
$330,000 for the year ended December 31, 2000 from $80,000 for the year ended
December 31, 1999. After other expenses mentioned below, we sustained a loss of
$9,500,000 as opposed to a profit of $80,000 in 1999. As a percentage of
revenue, income after interest and amortization, but before other increased from
0.30% in 1999 to 0.74% in 2000.

Net Income (Loss) Before Income Tax. Net income before income tax
recovery for the year ended December 31, 2000 decreased by $9,600,000, to a net
loss of $9,500,000 as compared to net income before income tax of $82,000 for
the year ended December 31, 1999. The net loss was due to costs of approximately
$9,800,000 which include the write-off of all acquisition costs incurred
throughout the year, the investment in E-wink Inc., goodwill written off,
restructuring costs resulting from the closure of branch offices, and research
and development expenses incurred to finalize the development of the Njoyn
software. As a percentage of revenue, net income before income tax recovery
decreased from 0% in 1999 to -22% in 2000. In fiscal 2000, amortization expense
increased 157% to $1,800,000 from $700,000 in fiscal 1999. This increase is
primarily attributable to the increase in capital assets, the increase in the
acquisition of other assets, and the increase of goodwill. In fiscal 2000,
interest expense increased 166% to $800,000 from $300,000 in fiscal 1999. This
increase is a result of our increased bank debt, capital leases and notes
payable.

Accounts Receivable. We had accounts receivable of $7,900,000 for the
year ended December 31, 2000 as compared to $6,000,000 for the year ended
December 31, 1999. Accounts receivable represented 17% of revenues for the year
ended December 31, 2000 as compared to 22% for the year ended December 31, 1999.

Liquidity and Capital Resources

The Three Months Ended March 31, 2001 Compared To The Three Months Ended March
31, 2000

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

At March 31, 2001, we had negative cash or cash equivalents and a
working capital deficiency of $2,680,000. At March 31, 2001, we had a cash flow
deficiency from operations of $136,000. At March 31, 2000, we had cash and cash
equivalents of $112,000 and a working capital deficiency of $3,100,000. 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.

On January 26, 2001, we: (a) repriced a warrant to purchase up to
100,000 shares of our common stock, which warrant was issued to a certain
investor in our April 2000 private placement offering of Series B 8% Cumulative
Preferred Stock, so that such warrant is 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 a warrant 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. for investment banking services rendered. In February
2001, 150,000 of such warrants were exercised by KSH Investment Group, Inc., the
placement agent in our August 2000 private placement offering. As partial
consideration for the exercise of such warrants, we issued to certain affiliates
of the placement agent, warrants to purchase an aggregate of 315,000 shares of
our common stock at an exercise price of $1.50 per share. The 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.

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.

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.

The Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999

At December 31, 2000, we had negative cash or cash equivalents and a
working capital deficiency of $3,100,000. During the year ended December 31,
2000, we had a cash flow deficiency from operations of $3,700,000, due primarily
to expenditures on research and development of Njoyn, and restructuring costs
associated with the closure of branch offices.

At December 31, 1999, we had cash and cash equivalents of $1,900,000
and a working capital deficiency of $1,400,000. During the year ended December
31, 1999, we had a cash flow deficiency from operations of $1,500,000, due
primarily to an increase in accounts receivable of $2,800,000, which was
partially offset by an increase in accounts payable of $1,000,000.

For the year ended December 31, 2000, we had cash flow from financing
activities of $6,000,000, attributable primarily to share capital issue of
$5,500,000 and an increase in long-term debt of $1,100,000 and an increase in
bank indebtedness of $600,000. For the year ended December 31, 1999, we had cash
flow from financing activities of $7,400,000, attributable primarily to proceeds
of $4,200,000 from the sale of shares of our common stock and an increase in
bank indebtedness of $2,300,000.

On September 13, 2000, we entered into an engagement agreement with
Burlington Capital Markets Inc., which is conditioned on the successful
integration of our first acquisition through Burlington. We agreed to sell
Burlington Capital Markets an aggregate of 250,000 shares of our common stock at
a cash purchase price of $.01 per share. We further agreed to issue warrants to
purchase an aggregate of 400,000 shares of our common stock according to the
following schedule: (i) 100,000 shares at an exercise price of $5.00 per share,
exercisable at any time after October 13, 2000; (ii) 100,000 shares at an
exercise price of $7.00 per share, exercisable at any time after November 13,
2000; (iii) 100,000 shares at an exercise price of $9.00 per share, exercisable
at any time after December 13, 2000, and (iv) 100,000 shares at an exercise
price of $11.00 per share, exercisable at any time after February 13, 2001. Such
warrants were exercisable in whole or in part 5 years from the respective
vesting date and contained a cashless exercise provision and registration
rights. Compensation was to be paid to Burlington at a monthly fee of $10,000
for a minimum of six months. The agreement with Burlington was subsequently
terminated and no warrants were issued. In the aggregate, Burlington received
450,000 shares of our common stock and $10,000 pursuant to the agreement.

On April 16, 2000, we issued: (i) 1,500 shares of Series B 8% Percent
Cumulative Convertible Preferred Stock, no par value per share; and (ii)
warrants to purchase up to an aggregate of 300,000 shares of our common stock,
in consideration $1,500,000 pursuant to a private placement offering. Each share
of Series B 8% Cumulative Convertible Preferred Stock has a stated value of
$1,000 per share.

The shares of Series B 8% Percent Cumulative Convertible Preferred
Stock are convertible into shares of our common stock at the option of the
holders at any time after issuance unless redeemed prior to such conversion. The
300,000 warrants issued in the offering are exercisable at any time and in any
amount until April 16, 2005 at the exercise price of $3.71 per share. As of

the date hereof, all of the shares of Series B 8% Cumulative Convertible
Preferred Stock have been converted into shares of our common stock.

In addition, on April 16, 2000 we issued (i) 2,500 shares of Series A
8% Cumulative Convertible Preferred Stock and (ii) 50,000 warrants to purchase
common stock in a private placement offering. The 50,000 warrants issued in the
offering are exercisable at any time and in any amount until April 16, 2005 at a
purchase price of $3.71 per share.

On July 7, 2000, upon the exercise of a put option granted to us in the
December 1999 private placement offering of our Series A 8% Cumulative
Convertible Preferred Stock, we issued an aggregate of; (a) 5,000 additional
shares of our Series A 8% Cumulative Convertible Preferred Stock, and (b)
warrants to purchase an aggregate of up to 225,000 shares of our common stock in
consideration for $500,000. The 225,000 warrants issued upon our exercise of the
option are exercisable at any time and in any amount until December 30, 2004 at
a purchase price of $3.575 per share. As of the date hereof, substantially all
of such shares of Series A 8% Cumulative Convertible Preferred Stock have been
converted into shares of our common stock.

On July 27, 2000, we entered into an agreement with Bank One for an
operating line of $7,000,000 payable on demand and secured by our assets.
Effective July 27, 2000, we canceled our operating lines with Toronto Dominion
Bank and Provident Bank. At December 31, 2000, there was $5,000,000 outstanding
on this line. At December 31, 2000, we had a total of $540,000 due to the
Business Development Bank of Canada pursuant to seven separate loans

On August 22, 2000, we completed a private placement offering of units,
each unit consisting of 1 share of our common stock and a callable warrant to
purchase 1/2 of 1 share of our common stock. A total of 1,063,851 shares of our
common stock was issued together with 532,534 warrants to purchase shares of our
common stock exercisable until August 22, 2005, in consideration for $2,681,600.
The purchase price per unit ranged from $1.9692 to $2.8125. In addition, we
issued warrants to purchase up to 280,693 shares of our common stock to the
placement agent, certain financial advisors and the placement agent's counsel in
connection with the private placement offering. These warrants are exercisable
until August 22, 2005 at an exercise price of $2.4614 per share.

During the year ended December 31, 2000, we had a cash flow deficit
from investing activities of $3,700,000, attributable primarily to the
acquisition of Micro Tech Professionals, Inc. During the year ended December 31,
1999, we had a cash flow deficit from investing activities of $4,100,000,
attributable primarily to the aforementioned acquisition of Cad Cam Inc.

Year 2000 Compliance

We have developed and implemented a Year 2000 compliance program to
address internal systems, suppliers, processes and procedures, as well as the
internally developed Njoyn solution. All phases and actions of this program were
successfully completed as planned. Remediation measures, where required, were
successfully implemented and tested. The total cost of the compliance program
was not material. Although we believe that we have taken the appropriate steps
to assess, implement and test Year 2000 compliance, it is not possible to
ascertain whether the efforts of customers, suppliers or other third parties,
will have a material adverse effect on our business, results of operations and
financial condition.

Fluctuations in Quarterly Results

Our quarterly operating results have in the past and, may in the
future, fluctuate significantly, depending on factors such as the demand for our
services; our ability to attract and retain employees, information technology
and engineering professionals, and customers; the timing and significance of new
services and products introduced by us and our competitors; the

level of services provided and prices charged by us and our competitors;
unexpected changes in operating expenses; and general economic factors. Our
operating expenses are based on anticipated revenue levels in the short term,
are relatively fixed, and are incurred throughout the quarter. Accordingly,
there may be significant variations in our quarterly operating results.

Management of Growth

Our business has grown rapidly in the last five years. The growth of
our business and expansion of our customer base and service offerings has placed
a significant strain on management and operations. Our recent expansion by
acquisitions has resulted in substantial growth in the number of our employees,
the scope of our operating and financial systems and the geographic area of our
operations, resulting in increased responsibility for both existing and new
management personnel. Our future operating results will depend on the ability of
management to continue to implement and improve our operational and financial
control systems, and to expand, train and manage our employee base. In addition,
our failure to generate or raise sufficient capital to fund continued growth may
result in the delay or abandonment of some or all future expansion plans or
expenditures or a reduction in the scope of some or all of our present
operations, which could materially adversely effect our business, results of
operations and financial condition.

BUSINESS

Overview

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

We were incorporated under the laws of the Province of Ontario, Canada
in 1994.

Outsourcing

Recruitment

Training

Instructor-Led Classroom Training

In state-of-the-art facilities, we schedule over 80 public enrollment
courses. We use vendor-certified curricula and vendor-certified trainers to
ensure the highest quality learning experience.

Private Group Classes

Mentoring

Our highly skilled instructors provide on-site, on-the-job technical
advice and tutoring. Management believes that this "mentoring" program is an
effective way to add expert skills on a

short-term basis to enhance the performance of IT personnel and to implement
computer technologies.

Technology

Njoyn

SecondWave

Industry Background

In the last few years, access to talent has become a mission critical
issue for nearly every company.

The size of the United States' economy has doubled in the past 30
years. Technology has played a key role in this growth as economies around the
world are making the transition to becoming knowledge and service-based
economies. Through this transition, McKinsey & Company predicts that the need
for talent will increase faster than GDP growth.

Technology's continued rise in importance and an increasingly
competitive and global marketplace have put considerable pressure on companies
to quickly acquire skilled talent, improve the productivity of existing staff,
and ensure staff retention. CIBC World Markets estimates that United States
companies alone spend $160 billion every year to hire, train, manage and retain
employees.

Acquiring skilled talent can be extremely difficult, however. Despite
recent layoffs and downsizing, unemployment is still at a low of about 4%.
Specifically, there is a critical shortage of information technology and
engineering professionals. IDC estimates that in 1999 there was a shortage of
700,000 IT professionals in the United States. Currently half of all IT jobs in
the United States remain unfilled.

In the area of engineering, at least 20 million technical jobs will be
added to the United States work force by 2008 yet 40% of United States high
school students lack the fundamental mathematics skills required to complete
college engineering degrees, according to a report by MathSoft Education and the
American Society for Engineering Education. This points to a serious shortage of
engineering professionals in coming years.

Accordingly, United States staffing industry revenues are expected to
reach nearly $160 billion in 2001, says Staffing Industry Analysts.

Compounding the skills shortage problem is the high level of turnover
in the IT industries. On average, IT professionals change jobs once every two
years. Such turnover will cost United States employers about $7.6 billion in
2002, according to IDC. As a result, retention of staff has come to rival
recruitment in importance.

Training and its subsequent promise of professional growth and
development is one of the tools that employers use to keep their employees.
Research by retention experts Beverly Kaye and Sharon Jordan-Evans shows that
career growth, learning and development top the list of reasons why employees
stay with a company.

IDC estimates the value of the corporate training market at $62.5
billion and predicts a compound annual growth rate (CAGR) of 7% between 1999 and
2003. The e-learning market is expected to grow from $1.0 million in 1999 to
$11.4 billion in 2003, a CAGR of 83%.

Furthermore, as competition increases and companies are compelled to
focus on core competencies, outsourcing is a popular option for reducing
research, infrastructure, and support costs. The Gartner Group estimates that
60% of all companies will outsource some or all of their IT infrastructure by
2001. Worldwide spending on outsourcing is expected to top $151 billion in 2003,
with information technology comprising the fastest-growing segment of this
market.

Business Strategy

We work to improve the technical resource performance of large and
high-growth corporations by offering a complete array of IT and engineering
solutions including outsourcing, recruiting, training and technology services.

Our business objective is to become a $100 million company by 2002. We
aim to increase market share in each of our service markets by effectively
cross-selling our services and emphasizing to clients the advantages of a
flexible, one-stop service provider.

The primary components of our strategy to achieve this objective are as
follows:

Further penetrate existing client base, especially Fortune 500

We work with many large corporations, many of them Fortune 500
companies. With each new acquisition we have made over the last two years, we
have acquired further access to blue chip clients. Many of these clients
currently use only one of our service lines. We have therefore identified
tremendous opportunities to further penetrate our existing client base by
cross-selling other services to these clients, and by increasing or improving
our delivery of the services they currently use.

Pursue more national and international accounts

In 2000, we created a national sales team, focused on large national
and international clients. Building on previous successes, we are aggressively
targeting multi-year, multi-million dollar contracts, most of which focus on our
outsourcing division.

Emphasize cross-selling amongst service lines

Management believes that we occupy a unique position in the marketplace
in that we are able to offer a complete range of services to address IT and
engineering resource requirements. For example, a client could come to us with a
requirement for an intranet. Working collaboratively, our various divisions
could tailor a solution that develops a custom software application (technology
division), builds the intranet for the client (outsourcing division), hires a
new project manager to manage the intranet in the client environment after the
implementation (recruitment division), and trains the client's staff on
maintenance and support issues (training division).

Management believes that there are significant benefits to be had from
emphasizing cross-selling amongst our various divisions, and that such a
strategy will help us increase revenue. In 2000, we created a management
committee comprised of executive officers and key employees from each of the
service areas, with a mandate to encourage collaboration throughout Thinkpath
and to help each service area build on one another's strengths.

Outmaneuver the competition with technology

We have established an extensive technology strategy and infrastructure
that we believe provide us with a competitive advantage over less
technologically advanced competitors. The primary components of this strategy
and infrastructure are described below.

Back office infrastructure

We have invested heavily in the creation and support of an integrated
technological infrastructure that links all offices and employees and promotes
uniformity in certain functions. From an accounting program that provides for
real-time financial reporting across dispersed branch offices to our intranet to
Njoyn, each of our employees has access to the tools and information that help
them to be productive. This infrastructure helps us integrate our acquisitions
more easily and cost-effectively than would otherwise be possible.

Njoyn Software

To date, we have spent approximately $2 million on research and
development related to Njoyn. Njoyn is currently being used by several companies
including Amicus (a retail division of CIBC), GT Group Telecom, and Microsoft
Canada. Njoyn is also used internally at all of our offices to manage the
recruitment portion of our business.

In March 2001, we entered into a partnership with Ryerson Polytechnic
University. Under the terms of the partnership, Njoyn will be used to manage
student placements for the internship program at Ryerson's School of Business
Management, the largest undergraduate business school in the Province of
Ontario. Ryerson offers internship opportunities with such companies as CIBC,
Bank of Montreal, Deloitte & Touche, KPMG, PricewaterhouseCoopers, Ernst &
Young, Imperial Oil, and Compaq.

Our strategy with the Ryerson implementation is to gain exposure to the
school's corporate internship partners, who must use Njoyn to submit their
internship opportunities and evaluate students. It is our belief that such
exposure will create more market awareness of Njoyn and that the positive
experience these companies will have with the software will result in sales
opportunities.

Furthermore, Njoyn will also be used by the students who represent
future candidates for our recruiting division. We are thus developing early
corporate awareness amongst this key group.

We plan to pursue similar partnerships with other educational
institutions, although there is no assurance that such partnerships can or will
be secured.

The Njoyn hiring cycle

The following is a description of a typical hiring cycle with respect
to the use of Njoyn:

- - - A recruiter accesses Njoyn on his Web browser and enters a job
description, specifying the skills and qualities he is looking for in a
candidate. He then selects from a number of broadcast options including job
boards such as Monster, our Web site, intranet or internal referral programs,
and any recruitment agencies he works with. One click posts the job to all
selected sources.

- - - The skills profiles of prospective candidates are mapped against the
job requirements the recruiter specified and assigned a percentage match,
allowing the recruiter to quickly identify top applicants. Declined candidates
are automatically e-mailed and their files are stored for future reference.

- - - Once the top candidates have been identified, the interviewing process
begins. All interview scheduling, interview notes, and candidate and internal
communications are managed by Njoyn's workflow system.

- - - Throughout the process, Njoyn frees recruiters from the least
productive aspects of their role, letting them focus on people, not paperwork.
The result is increased recruiting speed and a lower cost to hire.

Njoyn2

In July 2001 we intend to release Njoyn2, a revised and updated version
of the Njoyn software containing significant technological advancements. For
competitive reasons, the exact scope and nature of these advancements cannot be
discussed here, however, it can be made known that we intend to file for several
technology patents with respect to such technological advancements. We believe
that Njoyn2 will launch the product to the forefront of the industry and provide
us with an increased competitive advantage in the marketplace.

Marketing and Promotion

Our marketing and brand strategy is to position ourselves as a leading
provider of IT and engineering services, emphasizing our flexible service
options, the depth of our expertise, and the global delivery capabilities of our
North American offices.

This positioning will be achieved through a variety of means, including:

- Strong and easy-to-access sales and marketing support at the branch
level;
- Investment in awareness and branding campaigns;
- Exploration and establishment of various business partnerships and
alliances; and
- Ongoing development of sales support tools and collateral.

Target Markets

Our target clients are large and high-growth corporations throughout
North America and Europe. Some of our current clients include Lucent, General
Motors, Bank of Montreal, CIBC, General Electric, FedEx, EDS Canada, Microsoft
and more. This existing client base can be penetrated much further. We will
therefore focus on maximizing the value from our current client relationships,
while also looking at capturing new opportunities.

Collateral and Sales Support

As we acquire new companies, new collateral such as company forms,
stationery, promotional materials, and marketing kits, must necessarily be
produced to more accurately reflect our expanded service offerings. In 2001, we
intend to commence a complete evaluation and refinement of our collateral
program.

We also contemplate exploring initiatives to promote and support sales
at the branch level through, among other things, direct client contact, local
advertising campaigns, and participation in live events (career fairs, trade
shows).

Internet Marketing

A key component of our promotion strategy is to focus on our Internet
presence. In January 2001, we launched a Web portal that offers participants a
full range of information and interactive services. Our goal is to further
develop this presence into an on-line community of clients, career candidates,
and investors who will interact amongst themselves and be supported by our
employees.

Other components of our Internet strategy include:

- A comprehensive assault on listings in Internet search engines;
- The use of selected Internet search engines as an advertising tool
- The selective use of banner advertising and newsletter sponsorships;
- Customer and competitive intelligence;
- Web-based customer services, support and communication;
- The use of opt-in broadcast email as part of various direct
mail campaigns;
- The creation of moderated email forums and chat rooms;
- The continuation of existing email newsletters and development of
further newsletters; and
- Live and archived Web casts.

Loyalty Programs

Based on our detailed market and client research, we intend to segment
our client-base and develop carefully targeted loyalty programs to encourage
strong relationships. We contemplate developing programs for both corporate
clients and career candidates. These programs will largely be administered and
offered through our Web portal.

Customers

Our clients are large and high-growth corporations from a wide variety
of industries across North America and Europe. These customers include Fortune
500 companies and other high-profile companies. We believe that our high profile
customer base provides us credibility when pursuing other customers.

The following is a partial listing of our clients:

Bank of Montreal
Bell Canada
Boeing
Chase Manhattan Bank
CIBC
City of New York
Cummins
DMR Group
ESI Fiscal
Federal Express
Ford Motor Co.
General Electric
General Motors
Goldman Sachs
Hewlett-Packard
Lucent
Polaroid
Merrill Lynch
Microsoft
Toronto Stock Exchange

Competition

The information technology and engineering staffing industry is highly
competitive and fragmented and is characterized by low barriers to entry. We
compete for potential clients with other providers of information technology
staffing services, systems integrators, providers of outsourcing services,
computer consultants, employment listing services and temporary personnel
agencies. Many of our current and potential competitors have longer operating
histories, significantly greater financial, marketing and human resources,
greater name recognition and a larger base of information technology
professionals and clients than we do, all of which factors may provide these
competitors with a competitive advantage. In addition, many of these
competitors, including numerous smaller privately held companies, may be able to
respond more quickly to customer requirements and to devote greater resources to
the marketing of services than we can. Because there are relatively low barriers
to entry, we expect that competition will increase in the future. Increased
competition could result in price reductions, reduced margins or loss of market
share, any of which could materially and adversely affect our business,
prospects, financial condition and results of operations. Further, we cannot
assure you that we will be able to compete successfully against current and
future competitors or that the competitive pressures we face will not have a
material, adverse effect on our business, prospects, financial condition and
results of operations. We believe that the principal factors relevant to
competition in the information technology, staffing and engineering services
industry are the recruitment and retention of highly qualified information
technology and engineering professionals, rapid and accurate response to client
requirements and, to a lesser extent, price. We believe that we compete
favorably with respect to these factors.

We believe that our competitive advantage lies not only in our use of
technology, but also in the accessibility of this technology to all of our
employees. The building and maintenance of our database of over 50,000 has been
a combined effort of all our employees. We also have Internet access and
membership to 12 local, national and international databases for information
technology professionals.

Employees and Consultants

Employees

Our staff as of the date of this prospectus, consists of 136 full-time
employees, including 69 recruiters, 30 account managers/salespeople and 37
administrative employees. Our staff at December 31, 2000 consisted of 180
full-time employees, including 80 recruiters, 50 account managers/salespeople
and 50 administrative employees. Our staff at March 31, 2001 consisted of 160
full-time employees, including 80 recruiters, 48 account managers/salespeople
and 32 administrative employees. We are not party to any collective bargaining
agreements covering any of our employees, have never experienced any material
labor disruption and are unaware of any current efforts or plans to organize our
employees.

Consultants

We enter into consulting agreements with the information technology and
engineering professionals at hourly rates negotiated with each information
technology professional based on each such individual's technical and other
skills. The agreements provide that the information technology and engineering
professional is responsible for taxes and all other expenses and that the
information technology professional is not our employee for tax or other legal
purposes. As of the date of this prospectus, approximately 413 contract workers
were placed by us who are performing services for our customers. At December 31,
2000 and March 30, 2001, there were approximately 390 and 420 contract workers,
respectively, placed by us who were performing services for our customers.

Property

We maintain our headquarters in a 12,924 square foot office located at
55 University Avenue in Toronto, Ontario, Canada. We have leased such facility
for a term of ten years terminating in December, 2007. We pay annual base rent
of $195,908. We lease additional offices at the following locations:

Location Square Feet Lease Expiration Current Rent Per Annum
-------- ----------- ---------------- ----------------------

Etobicoke, Ontario 1,610 4/13/03 $22,300
New York, New York 1,214 10/31/01 $47,353
Dayton, Ohio 8,426 08/31/01 $83,000
Indianapolis, Indiana 2,025 12/31/01 $30,881
Columbus, Ohio 1,000 01/31/02 $19,200
Cincinnati, Ohio 2,256 09/30/01 $22,560
Tampa, Florida 930 03/31/02 $12,741
Detroit, Michigan 15,328 08/13/02 $149,316
Louisville, Kentucky 2091 07/01/02 $24,047
Charleston, South Carolina 900 12/31/01 $15,120
Atlanta, Georgia 5,824 06/30/02 $78,360
Boston, Massachusetts 1,240 10/31/01 $22,940
New York, New York 12,265 08/31/06 $220,000
London, Ontario 5,877 12/31/01 $49,315
Toronto, Ontario 12,924 12/31/07 $195,908
Mississauga, Ontario 2,000 12/31/02 $35,264

Legal Proceedings

We are a party to the following pending legal proceeding:

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.

Recent Events

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 a warrant 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. for investment banking
services rendered. In February 2001, 150,000 of such warrants were exercised by
KSH Investment Group, the placement agent in our August 2000 private placement
offering. As partial consideration for the exercise of such warrants, we issued
to certain affiliates of the placement agent, warrants to purchase an aggregate
of 315,000 shares of our common stock at an exercise price of $1.50 per share.
The 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.

In February 2001, we issued 30,632 shares of our common stock to
Gersten, Savage Kaplowitz, LLP, our United States securities counsel, in
consideration for legal services rendered.

Pursuant to a share purchase agreement dated April 18, 2001, we
issued 1,105 shares of Series C 7% 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 our common stock at the option of the holders the Series C Preferred
Stock, at any time after issuance until this shares of Series C Preferred Stock
are compulsorily converted or redeemed by us, under certain conditions. We are
registering 200% of the shares of common stock issuable upon the conversion of
the 1,105 shares of Series C Preferred Stock and the 500 shares of Series C
Preferred Stock to be issued upon the filing and effective date of this
registration statement. Upon the effective date of this registration statement,
we have the option to issue to the holders 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 our 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 our 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. We have the option to pay such dividends in
shares of our 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 our 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 our 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
Preferred Stock issued and outstanding). The Conversion Price is subject to
certain floor and time limitations.

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.

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.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Our officers and directors, and further information concerning them, are
as follows as at the date of this prospectus:

Name Age Position

Declan A. French 55 Chairman of the Board of Directors and Chief Executive Officer

Laurie Bradley 46 President

Tony French 28 Executive Vice President

Kelly Hankinson 31 Chief Financial Officer, Secretary, Treasurer and Director

John Dunne 56 Director

Arthur S. Marcus 35 Director

Ronan McGrath 52 Director

Joel Schoenfeld 50 Director

Robert Escobio 46 Director

Each director is elected for a period of one year at out annual meeting
of shareholders and serves until the next such meeting and until his or her
successor is duly elected and qualified. Directors may be re-elected annual
without limitation. Officers are appointed by, and serve at the discretion of,
our Board of Directors.

Our Bylaws provide that the authorized number of directors shall be as
set by our Board of Directors, but shall not be less than one. Strasbourger
Pearson Tulcin Wolff Incorporated, the managing underwriter for our June 8, 1999
initial public offering, shall have the right, at its option, to designate one
director or observer to our Board of Directors until June 1, 2002. In addition,
with respect to our August 2000 private placement offering, our Board of
Directors is required to nominate a director designee of KSH Investment Group,
Inc., the placement agent, who is reasonably acceptable to our Board of
Directors. We have paid our directors fees for service on the Board of Directors
by the issuance of options under our 1998 Stock Option Plan and 2000 Stock
Option Plan.

Set forth below is a biographical description of each of our directors
based on information supplied by each of them:

Declan A. French has served as our Chairman of the Board of Directors
and Chief Executive Officer since our inception in February 1994. Prior to
founding Thinkpath, Mr. French was President and Chief Executive Officer of TEC
Partners Ltd., an information technology recruiting firm in Toronto, Canada. Mr.
French has a diploma in Psychology and Philosophy from the University of St.
Thomas in Rome, Italy.

Laurie Bradley has served as our President since February 2001. Ms.
Bradley is responsible for all of our sales initiatives and the integration of
our acquisitions. From 1998 to January 2001, Ms. Bradley served as the President
of the e-business division of Century Business Services Inc., a North American
accounting and outsourcing firm. From 1988 to 1998, Ms. Bradley served as the
Vice President of Adecco, the world's largest staffing company.

Tony French has served as our Executive Vice President since September
1999. In his capacity of Executive Vice President, Mr. French is responsible for
overseeing our recruitment services division. Prior to becoming Executive Vice
President, Mr. French served as our Vice President of Sales, since our inception
in 1994. Mr. French is the son of Declan A. French, our Chairman of the Board of
Directors and Chief Executive Officer.

Kelly Hankinson has served as our Chief Financial Officer since May
1999, on our Board of Directors since June 2000 and as our Secretary and
Treasurer since March 2001. Ms. Hankinson served as our Vice President, Finance
and administration and Group Controller from February 1994 to May 1999. Ms.
Hankinson has a Masters Degree and a Bachelors Degree from York University.

John Dunne has served on our Board of Directors since June 1998. Mr.
Dunne has been Chairman and Chief Executive Officer of the Great Atlantic &
Pacific Company of Canada, Ltd. since August 1997, where he also served as
President and Chief Operating Officer from September 1996 until August 1997.
From November 1995 until September 1996, Mr. Dunne was Chairman and Chief
Executive Officer of Food Basics Ltd.

Arthur S. Marcus has served on our Board of Directors since April 2000.
Mr. Marcus is a partner at the New York law firm of Gersten, Savage & Kaplowitz,
LLP, our United States securities counsel. Mr. Marcus joined Gersten, Savage &
Kaplowitz, LLP in 1991 and became a partner in 1996. Mr. Marcus specializes in
the practice of United States Securities Law and has been involved in
approximately 50 initial public offerings and numerous mergers and acquisitions.
Mr. Marcus received a Juris Doctorate from Benjamin N. Cardozo School of Law in
1989.

Ronan McGrath has served on our Board of Directors since June 2000. Mr.
McGrath has served as the Chief Information Technology Officer of Rogers
Communications Inc. and the President of Rogers Shares Services Inc., since
their inceptions in 1996. Mr. McGrath was the Chief Information Technology
Officer of Canadian National Railways from 1992 to 1996 and was a Senior Manager
of Arthur Andersen from 1977 to 1979. Mr. McGrath was awarded the Canadian Chief
Information Technology Officer of the Year Award in 1995. Mr. McGrath currently
serves on Compaq Computer's Board of Advisers and is a member of the Board of
Directors of The Information Technology Association of Canada.

Joel Schoenfeld has served on our Board of Directors since April 2001.
Mr. Schoenfeld has served as an Executive Vice President and General Counsel of
BMG Entertainment (BMG), the entertainment division of Bertelsmann AG, since
1989, with responsibility for all legal and business affairs of BMG worldwide.
In his capacity as Executive Vice President and General Counsel, Mr. Schoenfeld
is responsible for negotiating and analyzing new and existing business ventures
and territorial expansion on a global level; international intellectual policy
issues; international antitrust and competition legal matters; and privacy and
database protection compliance. Mr. Schoenfeld has focused on policy matters
impacting the entertainment business, and particularly e-commerce. In
recognition of this, he was appointed 1 of 12 Commissioners on the Industry
Advisory Commission to the World Intellectual Property Organization. Mr.
Schoenfeld is a member of the Executive Board and Central Board of Directors of
the IFPI, the international trade federation for the worldwide music business.
He was elected Chairman of the IFPI Council in 1999, a position he still holds.
Mr. Schoenfeld served as General Counsel and Executive Vice President at the
RIAA (the trade association of U.S. record producing companies), where he worked
for 12 years prior to joining BMG, and then served on RIAA's Board of Directors
for the next 10 years.

Robert Escobio has served on our Board of Directors since May 2001. Mr.
Escobio is the President and Chief Executive Officer of Capital Investment
Services, Inc., an investment brokerage firm based in Florida. In these roles,
Mr. Escobio is responsible for all aspects of a "broker/dealer" including
financial, compliance, sales and operational procedures. Mr. Escobio is also a
Portfolio Manager for many prominent individuals and works with various
international institutions, brokers, and dealers. Prior to being employed by
Capital Investment Services, Inc, Mr. Escobio served as the Executive Vice
President and International Director for Brill Securities Inc. where he managed
portfolios for numerous high net-worth customers and performed institutional
trading. Mr. Escobio also had numerous managerial roles in companies such as
Cardinal Capital Management, Smith Barney, Prudential Securities and Dean
Witter. Mr. Escobio holds an MBA and a BSBA in Finance and Management.

Committees of the Board of Directors

In July 1998, our Board of Directors formalized the creation of a
Compensation Committee, which is currently comprised of John Dunne, Arthur S.
Marcus and Ronan McGrath. The Compensation Committee has: (i) full power and
authority to interpret the provisions of, and supervise the administration of,
our 1998 Stock Option Plan, 2000 Stock Option Plan and 2001 Stock Option Plan,
as well as any stock option plans adopted in the future; and (ii) the authority
to review all compensation matters relating to us. The Compensation Committee
has not yet formulated compensation policies for senior management and executive
officers. However, it is anticipated that the Compensation Committee will
develop a company-wide program covering all employees and that the goals of such
program will be to attract, maintain, and motivate our employees. It is further
anticipated that one of the aspects of the program will be to link an employee's
compensation to his or her performance, and that the grant of stock options or
other awards related to the price of the shares of our common stock will be used
in order to make an employee's compensation consistent with shareholders' gains.

It is expected that salaries will be set competitively relative to the
information technology and engineering services and consulting industry and that
individual experience and performance will be considered in setting such
salaries.

In July 1998, our Board of Directors also formalized the creation of an
Audit Committee, which currently consists of Kelly Hankinson, Joel Schoenfeld
and John Dunne. The Audit Committee is charged with reviewing the following
matters and advising and consulting with our entire Board of Directors with
respect to: (i) the preparation of our annual financial statements in
collaboration with our chartered accountants; (ii) annual review of our
financial statements and annual reports; and (iii) all contracts between us and
our officers, directors and other of our affiliates. The Audit Committee, like
most independent committees of public companies, does not have explicit
authority to veto any actions of our entire Board of Directors relating to the
foregoing or other matters; however, our senior management, recognizing their
own fiduciary duty to us and our shareholders, is committed not to take any
action contrary to the recommendation of the Audit Committee in any matter
within the scope of its review.

We have established an Executive committee, comprised of certain of our
executive officers and key employees, which allows for the exchange of
information on industry trends and promotes "best practices" among our business
units. Currently, the Executive Committee consists of Declan A. French, Laurie
Bradley, Tony French, Michael Reid, Kelly Hankinson, Denise Dunne-Fushi, Sandra
Hokansson and Robert Trick.

Indemnification of Officers and Directors

Our Bylaws provide that we shall indemnify, to the fullest extent
permitted by Canadian law, our directors and officers (and former officers and
directors). Such indemnification includes all costs and expenses and charges
reasonably incurred in connection with the defense of any civil, criminal or
administrative action or proceeding to which such person is made a party by
reason of being or having been our officer or director if such person was
substantially successful on the merits in his or her defense of the action and
he or she acted honestly and in good faith with a view to our best interests,
and if a criminal or administrative action that is enforced by a monetary
penalty, such person had reasonable grounds to believe his or her conduct was
lawful.

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

Executive Compensation

The following table sets forth certain information regarding
compensation paid by Thinkpath during each of the last three fiscal years to our
Chief Executive Officer and to each of our executive officers who earned in
excess of $100,000 during the year ended December 31, 2000:

Summary Compensation Table

Name and Restricted
Principal Annual Stock Other
Position Year Salary Bonus Awards Options/SARs Compensation
- -------- ---- ------ ----- ------- -------------- ------------

Declan A. French, 2000 $100,000 -0- -0- 29,000 1,200,000(1)
Chief Executive Officer 1999 106,342 -0- -0- 104,000 -0-
and Chairman of the Board 1998 106,342 -0- -0- -0- -0-

John A. Irwin, 2000 100,000 -0- -0- 4,000 $80,000(2)
Former 1999 102,000 -0- -0- 4,000 94,149(2)
President-Systemsearch 1998 130,580 -0- -0- -0- 35,888(2)
Consulting Services Inc.

John R. Wilson, 2000 80,000 -0- -0- 4,000 $80,000(3)
President-International 1999 81,600 -0- -0- 24,000 76,915(3)
Career Specialists Ltd. 1998 90,000 -0- -0- -0- 77,282(3)

Roger W. Walters, 2000 200,000 -0- -0- 104,000 -0-
Former Executive Vice 1999 200,000(4) -0- -0- 4,000 -0-
President - US 1998 -0- -0- -0- -0- -0-
Operations,
President-Cad Cam, Inc.

Thomas E. Shoup, 2000 175,000(5) -0- -0- 4,000 -0-
Former President and 1999 43,759(6) -0- -0- 4,000 -0-
Chief Operating Officer 1998 -0- -0- -0- -0- -0-

(1) This reflects 1,200,000 shares of common stock issued to Mr. French in
lieu of cash bonuses payable for the fiscal years of 1999 and 2000
pursuant to his employment agreement with us.
(2) This reflects commissions paid pursuant to Mr. Irwin's employment
agreement with us.
(3) This reflects commissions paid pursuant to Mr. Wilson's employment
agreement with us.
(4) This reflects the salary paid to Mr. Walters as of September 16, 1999,
the date of our acquisition of Cad Cam, Inc.
(5) This reflects the salary paid to Mr. Shoup through December 22, 2000,
the effective date of Mr. Shoup's resignation as an officer of
Thinkpath.
(6) This reflects the salary paid to Mr. Shoup as of September 16, 1999,
the date of our acquisition of Cad Cam, Inc.

Employment Agreements

We have entered into an employment agreement with Declan A. French
whereby he will serve as our Chairman of the Board and Chief Executive Officer
for a period of 2 years commencing on June 1, 1999. Mr. French shall be paid a
base salary of $98,000 and a bonus equal to (i) 2% of our gross profit, plus
(ii) for each fiscal year, 1% of the increase in revenue from the prior fiscal
year. Mr. French's right to receive the latter portion of the bonus continues
for 1 year beyond the termination of the employment agreement. In February 2001,
we issued 1,200,000 shares of our common stock as payment in full for the
bonuses due to Mr. French for the fiscal years of 1999 and 2000 pursuant to the
terms of his employment agreement with us. The Board of Thinkpath and Mr. French
are currently in the process of negotiating the terms of the renewal of his
employment agreement. Mr. French continues to serve as our Chairman and Chief
Executive Officer.

On May 19, 1998, in connection with the acquisition of International
Career Specialists Ltd., we entered into an employment agreement with John A.
Irwin whereby he served as President of International Career Specialists Ltd.
The employment agreement was for a term of 3 years commencing on January 1,
1998, the effective date of the acquisition of International Career Specialists
Ltd. Mr. Irwin received a salary of $130,000 plus a quarterly bonus of 2% of all
permanent placement service revenue and 2% of the gross profit all contract
services revenue. Mr. Irwin's contract was not renewed and he is no longer in
our employ.

In February 1998, in connection with the acquisition of Systemsearch
Consulting Services Inc., we entered into a 3-year employment agreement with
John R. Wilson whereby he served as President of Systemsearch Consulting
Services Inc. at annual salary of $120,000. The agreement was effective as of
January 2, 1997. Mr. Wilson received a commission of 10% of the permanent
placement revenue of Systemsearch Consulting Services Inc. In addition, he
received $0.65 for every hour of contract services provided by information
technology professionals placed by Systemsearch Consulting Services Inc.,
provided that the gross margin on such hour exceeded $6.50. Pursuant to the
agreement, Mr. Wilson had control of the day-to-day management of Systemsearch
Consulting Services Inc. Mr. Wilson's contract was not renewed, though he
continues to be employed by us on a month-to-month basis. Mr. Wilson currently
receives an annual salary of $67,000 plus 10% of personal gross profit and 10%
of monthly office gross profit in excess of $47,000.

On September 16, 1999, in connection with the acquisition of Cad Cam,
Inc., Roger W. Walters was elected to our Board of Directors. On March 14, 2001,
Mr. Walters resigned from the Board of Directors effective March 30, 2001.

On January 1, 2000, in connection with the acquisition of Object Arts
Inc., we entered into an employment agreement with Marilyn Sinclair whereby she
was to serve as our Vice President and as President of Object Arts Inc. The
employment agreement was for a term of 3 years commencing on January 1, 2000
with an annual salary of $82,000. The agreement was terminated on March 9, 2001,
the effective date of Ms. Sinclair's resignation from Thinkpath. Ms. Sinclair
resigned from the Board of Directors effective April 4, 2001.

On April 25, 2000, in connection with the acquisition of Micro Tech
Professionals, Inc., we entered into an employment agreement with Denise
Dunne-Fushi pursuant to which she served as our Vice-President and as President
of Micro Tech Professionals, Inc. The employment agreement was for a term of 1
year commencing on April 25, 2000, the effective date of the acquisition, with
an annual salary of $125,000 and a bonus of $25,000. Thinkpath and Mrs.
Dunne-Fushi are currently in the process of negotiating the terms of the renewal
of her employment agreement. Mrs. Dunne-Fushi continues to serve as our Vice
President and as President of Micro Tech Professionals, Inc. on a month-to-month
basis under the terms described above.

On November 1, 2000, in connection with the business combination with
TidalBeach Inc., we entered into an employment agreement with Michael Reid
pursuant to which Mr. Reid will serve as our Chief Information Officer and as
the President of TidalBeach Inc. The employment agreement is for a term of 2
years commencing on November 1, 2000, with an annual salary of $123,000.

On January 29, 2001, we entered into an employment agreement with
Laurie Bradley whereby she will serve as our President. Ms. Bradley shall be
paid an annual salary of $130,000 and a performance bonus. The employment
agreement is for an indeterminate period of time.

On March 1, 2001, we entered into an employment agreement with Tony
French whereby he will serve as our Executive Vice President. Mr. French shall
be paid an annual salary of $100,000 and a performance bonus. The employment
agreement is for an indeterminate period of time. In the event Mr. French is
terminated for any reason, including but not limited to, the acquisition of
Thinkpath, Mr. French shall be entitled to a severance payment equal to 1 year's
salary. Mr. French is the son of Declan A. French.

On March 1, 2001, we entered into an employment agreement with Kelly
Hankinson whereby she will serve as our Chief Financial Officer, Secretary and
Treasurer. Ms. Hankinson shall be paid an annual salary of $100,000. The
employment agreement is for an indeterminate period of time. In the event Ms.
Hankinson is terminated for any reason, including but not limited to, the
acquisition of Thinkpath, Ms. Hankinson shall be entitled to a severance payment
equal to 1 year's salary.

No other officer has an employment agreement with us.

Compensation of Directors

There are no standard arrangements for the payment of any fees to our
directors for acting in such capacity. Our directors have been issued warrants
and/or options for services rendered in this capacity. Directors are reimbursed
for expenses for attending meetings.

The Board of Directors and our shareholders have adopted a 1998 Stock
Option Plan, 2000 Stock Option Plan and 2001 Stock Option Plan, pursuant to
which options have been granted or will be granted to officers, directors,
consultants, key employees, advisors and similar parties who provide their
skills and expertise to us.

Options, Warrants or Rights Issued to Directors and/or Officers

On August 19, 1999, Declan A. French was issued an option to purchase
100,000 shares of our common stock at an exercise price of $3.19 per share. The
option was issued in consideration for services rendered to us in his capacity
as Chairman of the Board and Chief Executive Officer. The option is immediately
exercisable and expires on August 19, 2004.

On August 19, 1999, Tony French was issued an option to purchase 50,000
shares of our common stock at an exercise price of $3.19 per share. The option
was issued in consideration for services rendered to us in his capacity as an
employee. The option is immediately exercisable and expires on August 19, 2004.

On August 19, 1999, John R. Wilson was issued an option to purchase
20,000 shares of our common stock at an exercise price of $3.19 per share. The
option was issued in consideration for services rendered to us in his capacity
as President of Systemsearch Consulting Services Inc. The option is immediately
exercisable and expires on August 19, 2004.

On August 19, 1999, Kelly Hankinson was issued an option to purchase
25,000 shares of our common stock at an exercise price of $3.19 per share. The
option was issued in consideration for services rendered to us in her capacity
as Vice President, Finance and Administration and Group Controller. The option
is immediately exercisable and expires on August 19, 2004.

On August 19, 1999, Arthur S. Marcus was issued an option to purchase
2,500 shares of our common stock at an exercise price of $3.19 per share. The
option was issued in consideration for legal services rendered. The option is
immediately exercisable and expires on August 19, 2004.

On January 1, 2000, Roger W. Walters, a former officer and director of
Thinkpath, was issued an option to purchase 25,000 shares of our common stock at
an exercise price of $3.25 per share. The option was issued in connection with
our acquisition of Cad Cam, Inc. The option was immediately exercisable and
expired on December 31, 2000. Such option was not exercised.

On March 22, 2000, Declan A. French was issued an option to purchase
4,000 shares of our common stock at an exercise price of $3.19 per share. The
option was issued in consideration for services rendered to us in his capacity
as Chairman of the Board and Chief Executive Officer. The option shall vest at a
rate of 1,333 shares of common stock per year and shall be fully vested on March
22, 2003. The option expires on March 22, 2005.

On March 22, 2000, Thomas E. Shoup, our former President and Chief
Operating Officer, was issued an option to purchase 4,000 shares of our common
stock at an exercise price of $3.19 per share. The option was issued in
connection with our acquisition of Cad Cam, Inc. and in consideration for
services rendered to us in his capacity as President and Chief Operating
Officer. The option was to vest at a rate of 1,333 shares of common stock per
year and was to be fully vested on March 22, 2003. The option was to expire on
March 22, 2005. The option terminated on December 22, 2000, the effective date
of Mr. Shoup's resignation as an officer of Thinkpath.

On March 22, 2000, Tony French was issued an option to purchase 4,000
shares of our common stock at an exercise price of $3.19 per share. The option
was issued in consideration for services rendered to us in his capacity as
Executive Vice President. The option shall vest at a rate of 1,333 shares of
common stock per year and shall be fully vested on March 22, 2003. The option
expires on March 22, 2005.

On March 22, 2000, Kelly Hankinson was issued an option to purchase
3,500 shares of our common stock at an exercise price of $3.19 per share. The
option was issued in consideration for services rendered to us in her capacity
as Vice President, Finance and Administration and Group Controller. The option
shall vest at a rate of 1,167 shares of common stock per year and shall be fully
vested on March 22, 2003. The option expires on March 22, 2005.

On March 22, 2000, Roger W. Walters, a former officer and director of
Thinkpath, was issued an option to purchase 4,000 shares of our common stock at
an exercise price of $3.19 per share. The option was issued in consideration for
services rendered to us in his capacity as Executive Vice President of US
Operations and as a director. The option shall vest at a rate of 1,333 shares of
common stock per year and shall be fully vested on March 22, 2003. The option
expires on March 22, 2005.

On March 22, 2000, John R. Wilson was issued an option to purchase
4,000 shares of our common stock at an exercise price of $3.19 per share. The
option was issued in consideration for services rendered to us in his capacity
as President of Systemsearch Consulting Services Inc. The option shall vest at a
rate of 1,333 shares of common stock per year and shall be fully vested on March
22, 2003. The option expires on March 22, 2005.

On March 22, 2000, John A. Irwin, a former officer of Thinkpath, was
issued an option to purchase 4,000 shares of our common stock at an exercise
price of $3.19 per share. The option was issued in consideration for services
rendered to us in his capacity as President of International Career Specialists
Ltd. The option shall vest at a rate of 1,333 shares of common stock per year
and shall be fully vested on March 22, 2003. The option expires on March 22,
2005.

On March 22, 2000, William J. Neil, a former director of Thinkpath, was
issued an option to purchase 10,000 shares of our common stock at an exercise
price of $3.19 per share. The option was issued in consideration for services
rendered to us in his capacity as a director. The option shall vest at a rate of
3,333 shares of common stock per year and shall be fully vested on March 22,
2003. The option expires on March 22, 2005.

On March 22, 2000, John Dunne was issued an option to purchase 10,000
shares of our common stock at an exercise price of $3.19 per share. The option
was issued in consideration for services rendered to us in his capacity as
director. The option shall vest at a rate of 3,333 shares of common stock per
year and shall be fully vested on March 22, 2003. The option expires on March
22, 2005.

On March 22, 2000, James Reddy, a former director of Thinkpath, was
issued an option to purchase 10,000 shares of our common stock at an exercise
price of $3.19 per share. The option was issued in consideration for services
rendered to us in his capacity as director. The option shall vest at a rate of
3,333 shares of common stock per year and shall be fully vested on March 22,
2003. The option expires on March 22, 2005.

On March 31, 2000, Roger W. Walters, a former officer and director of
Thinkpath, was issued an option to purchase 25,000 shares of our common stock at
an exercise price of $2.75 per share. The option was issued in connection with
our acquisition of Cad Cam, Inc. The option was immediately exercisable and
expired on December 31, 2000. Such option was never exercised.

On May 9, 2000, Marilyn Sinclair, a former officer and director of
ours, was issued an option to purchase 4,000 shares of our common stock at an
exercise price of $3.25 per share. The option was issued in consideration for
services rendered to us in her capacity as Vice President and President of
Object Arts Inc. The option shall vest at a rate of 1,333 shares of common stock
per year and shall be fully vested on May 9, 2003. The option expires on May 9,
2005

On June 30, 2000, Roger W. Walters, a former officer and director of
ours, was issued an option to purchase 25,000 shares of our common stock at an
exercise price of $3.00 per share. The option was issued in connection with our
acquisition of Cad Cam, Inc. The option was immediately exercisable and expired
on December 31, 2000. Such option was never exercised.

On September 30, 2000, Roger W. Walters, a former officer and director
of ours, was issued an option to purchase 25,000 shares of our common stock at
an exercise price of $2.12 per share. The option was issued in connection with
our acquisition of Cad Cam, Inc. The option was immediately exercisable and
expired on December 31, 2000. Such option was never exercised.

On December 26, 2000, Declan A. French was issued an option to purchase
25,000 shares of our common stock at an exercise price of $0.70 per share. The
option was issued in consideration for services rendered to us in his capacity
as Chairman of the Board. The option shall vest at a rate of 8,333 shares of
common stock per year and shall be fully vested on December 26, 2003.
The option expires on December 26, 2005

On December 26, 2000, Kelly Hankinson was issued an option to purchase
100,000 shares of our common stock at an exercise price of $0.70 per share. The
option was issued in consideration for services rendered to us in her capacity
as director. The option expires on December 26, 2005.

On December 26, 2000, John Dunne was issued an option to purchase
25,000 shares of our common stock at an exercise price of $0.70 per share. The
option was issued in consideration for services rendered to us in his capacity
as director. The option shall vest at a rate of 8,333 shares of common stock per
year and shall be fully vested on December 26, 2003. The option expires on
December 26, 2005.

On December 26, 2000, Arthur S. Marcus was issued an option to purchase
25,000 shares of our common stock at an exercise price of $0.70 per share. The
option was issued in consideration for services rendered to us in his capacity
as director. The option shall vest at a rate of 8,333 shares of common stock per
year and shall be fully vested on December 26, 2003. The option expires on
December 26, 2005.

On December 26, 2000, Ronan McGrath was issued an option to purchase
25,000 shares of our common stock at an exercise price of $0.70 per share. The
option was issued in consideration for services rendered to us in his capacity
as director. The option shall vest at a rate of 8,333 shares of common stock per
year and shall be fully vested on December 26, 2003. The option expires on
December 26, 2005.

On December 26, 2000, Michael Reid was issued an option to purchase
100,000 shares of our common stock at an exercise price of $0.70 per share. The
option shall vest at a rate of 33,333 shares of common stock per year and shall
be fully vested on December 26, 2003. The option expires on December 26, 2005.

On December 26, 2000, Joel Schoenfeld was issued an option to purchase
25,000 shares of our common stock at an exercise price of $0.70 per share. The
option was issued in consideration for services rendered to us in his capacity
as an advisor to the Board of Directors. The option shall vest at a rate of
8,333 shares of common stock per year and shall be fully vested on December 26,
2003. The option expires on December 26, 2005.

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. The options shall be
exercisable during the period April 1, 2001 to April 4, 2004.

The table below shows the options granted to our past and present named
officers and the percentage of the total options issued to such persons during
the fiscal year 2000:

Officer and/or Director Expiration Date Options Percent Exercise Price
- ----------------------- --------------- ------- ------- --------------

Declan A. French March 22, 2005 4,000 $3.19
December 26, 2005 25,000 6.7% $0.70
John A. Irwin March 22, 2005 4,000 0.09% $3.19
John R. Wilson March 22, 2005 4,000 0.09% $3.19
Roger W. Walters December 31, 2000 25,000(1) $3.25
March 22, 2003 4,000 $3.19
December 31, 2000 25,000(1) $2.75
December 31, 2000 25,000(1) $3.00
December 31, 2000 25,000(1) 23.9% $2.12
Thomas E. Shoup March 22, 2005 4,000 0.09% $3.19

(1) The exercise price of such options was repriced by Thinkpath to $1.00 per
share in consideration for the forgiveness of $75,000 in debt and the
restructuring of debt totaling $250,000 pursuant to notes payable to Mr. Walters
in connection with our acquisition of Cad Cam, Inc. In addition, the term of the
options was extended to April 4, 2004.

Consulting Agreements

In May 1998, we entered into a consulting agreement with Robert M.
Rubin, one of our former directors, pursuant to which Mr. Rubin assists us in
structuring and negotiating acquisitions, strategic partnerships and other
expansion opportunities. In exchange for such services, Mr. Rubin has been
granted an option to purchase 200,000 shares of our common stock at a purchase
price of $2.10 per share. Mr. Rubin has agreed not to sell, transfer, assign,
hypothecate or otherwise dispose of the shares of our common stock issuable upon
exercise of the options for a period of two years after exercise without our
consent. As of the date of this prospectus, we have issued 64,778 shares of our
common stock upon Mr. Rubin's exercise of the option.

On September 13, 2000, we entered into an engagement agreement with
Burlington Capital Markets, Inc. Inc., which is conditioned on the successful
integration of our first acquisition through Burlington Capital Markets. We
agreed to sell Burlington Capital Markets an aggregate of 250,000 shares of our
common stock at a cash purchase price of $.01 per share. We further agreed to
issue warrants to purchase an aggregate of 400,000 shares of our common stock
according to the following schedule: (i) 100,000 shares at an exercise price of
$5.00 per share, exercisable at any time after October 13, 2000; (ii) 100,000
shares at an exercise price of $7.00 per share, exercisable at any time after
November 13, 2000; (iii) 100,000 shares at an exercise price of $9.00 per share,
exercisable at any time after December 13, 2000, and (iv) 100,000 shares at an
exercise price of $11.00 per share, exercisable at any time after February 13,
2001. Such warrants were exercisable in whole or in part five years from the
respective vesting date and contained a cashless exercise provision and
registration rights. Compensation was to be paid to Burlington at a monthly fee
of $10,000 for a minimum of six months. The agreement with Burlington was
subsequently terminated and no warrants were issued. In the aggregate,
Burlington received 425,000 shares of our common stock and $10,000 pursuant to
the agreement.

On December 14, 2000, we entered into a consulting agreement with
Tsunami Trading Corp. d/b/a Tsunami Financial Communications and International
Consulting Group, pursuant to which Tsunami and International Consulting Group
are to provide financial consulting services to us with respect to financing,
and mergers and acquisitions and related matters. In consideration for the
services to be rendered, we: (a) issued 160,000 shares of our common stock to
the consultants as an advance fee, (b) agreed to pay a fee of 10% of the
consideration received by us upon the successful completion of any transaction
contemplated by the consulting agreement; and (c) agreed to issue warrants to
purchase our common stock in an amount equal to 2% of the equity sold and/or
issued by us in any transactions contemplated by the consulting agreement.

On January 24, 2001, we entered into 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. We 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. The shares are to be registered no later than August 30,
2001 and will not be sold or transferred prior to the earlier of October 31,
2001 or the termination of the agreement. In addition, Del Mar has an option to
purchase 400,000 shares of common stock at $1.00 per share and 100,000 shares at
$2.00 per share which collectively expire January 24, 2005.

On January 30, 2001, we issued an additional 20,000 shares of our
common stock to International Consulting Group for financial

consulting services rendered pursuant to the December 14, 2000 consulting
agreement between Tsunami Trading Corp. d/b/a Tsunami Financial Communications,
International Consulting Group and us.

Stock Option Plans

The 1998 Stock Option Plan

The 1998 Stock Option Plan is administered by our Compensation
Committee or our Board of Directors, which determines among other things, those
individuals who shall receive options, the time period during which the options
may be partially or fully exercised, the number of shares of our common stock
issuable upon the exercise of the options and the option exercise price. As of
the date of this prospectus, we have issued options to purchase 435,000 shares
of our common stock underlying the 1998 Stock Option Plan to certain of our
directors, employees and consultants.

The 1998 Stock Option Plan is effective for a period for ten years,
expiring in 2008. Options to acquire 435,000 shares of our common stock may be
granted to officers, directors, consultants, key employees, advisors and similar
parties who provide us with their skills and expertise. The 1998 Stock Option
Plan is designed to enable management to attract and retain qualified and
competent directors, employees, consultants and independent contractors. Options
granted under the 1998 Stock Option Plan may be exercisable for up to ten years,
generally require a minimum two year vesting period, and shall be at an exercise
price all as determined by our Board of Directors provided that, pursuant to the
terms of the underwriting agreement between us and our underwriters, the
exercise price of any options may not be less than the fair market value of the
shares of our common stock on the date of the grant. Options are
non-transferable, and are exercisable only by the participant (or by his or her
guardian or legal representative) during his or her lifetime or by his or her
legal representatives following death. Upon a change in control of Thinkpath,
the acceleration date of any options that were granted but not otherwise
exercisable accelerates to the date of the change in control. Change in control
includes (i) the sale of substantially all of our assets and merger or
consolidation with another company, or (ii) a majority of the members of our
Board of Directors changes other than by election by the shareholders pursuant
to Board of Directors solicitation or by vacancies filled by the Board of
Directors caused by death or resignation of such person.

If a participant ceases affiliation with us by reason of death,
permanent disability or retirement at or after age 65, the option remains
exercisable for one year from such occurrence but not beyond the option's
expiration date. Other types of termination allow the participant ninety days to
exercise the option, except for termination for cause which results in immediate
termination of the option. Any unexercised options that expire or that terminate
upon an employee's ceasing to be employed by us become available again for
issuance under the 1998 Stock Option Plan, subject to applicable securities
regulation. The 1998 Stock Option Plan may be terminated or amended at any time
by our Board of Directors, except that the number of shares of our common stock
reserved for issuance upon the exercise of options granted under the 1998 Stock
Option Plan may not be increased without the consent of our shareholders.

The 2000 Stock Option Plan

The 2000 Stock Option Plan is administered by our Compensation
Committee or our Board of Directors, which determines among other things, those
individuals who shall receive options, the time period during which the options
may be partially or fully exercised, the number of shares of our common stock
issuable upon the exercise of the options and the option exercise price. As of
the date of this prospectus, we have issued options to purchase 435,000 shares
of our common stock underlying the 2000 Stock Option Plan to certain of our
directors, employees and consultants.

The 2000 Stock Option Plan is effective for a period for ten years,
expiring in 2010. Options to acquire 435,000 shares of our common stock may be
granted to officers, directors, consultants, key employees, advisors and similar
parties who provide us with their skills and expertise. The 2000 Stock Option
Plan is designed to enable management to attract and retain qualified and
competent directors, employees, consultants and independent contractors. Options
granted under the 2000 Stock Option Plan may be exercisable for up to ten years,
generally require a minimum two year vesting period, and shall be at an exercise
price all as determined by our Board of Directors provided that, pursuant to the
terms of the underwriting agreement between us and our underwriters, the
exercise price of any options may not be less than the fair market value of the
shares of our common stock on the date of the grant. Options are
non-transferable, and are exercisable only by the participant (or by his or her
guardian or legal representative) during his or her lifetime or by his or her
legal representatives following death. Upon a change in control of Thinkpath,
the acceleration date of any options that were granted but not otherwise
exercisable accelerates to the date of the change in control. Change in control
includes (i) the sale of substantially all of our assets and merger or
consolidation with another company, or (ii) a majority of the members of our
Board of Directors changes other than by election by the shareholders pursuant
to Board of Directors solicitation or by vacancies filled by the Board of
Directors caused by death or resignation of such person.

If a participant ceases affiliation with us by reason of death,
permanent disability or retirement at or after age 65, the option remains
exercisable for one year from such occurrence but not beyond the option's
expiration date. Other types of termination allow the participant ninety (90)
days to exercise the option, except for termination for cause which results in
immediate termination of the option. Any unexercised options that expire or that
terminate upon an employee's ceasing to be employed by us become available again
for issuance under the 2000 Stock Option Plan, subject to applicable securities
regulation. The 2000 Stock Option Plan may be terminated or amended at any time
by our Board of Directors, except that the number of shares of our common stock
reserved for issuance upon the exercise of options granted under the 2000 Stock
Option Plan may not be increased without the consent of our shareholders.

The 2001 Stock Option Plan

The 2001 Stock Option Plan is administered by our Compensation
Committee or our Board of Directors, which determines among other things, those
individuals who shall receive options, the time period during which the options
may be partially or fully exercised, the number of shares of our common stock
issuable upon the exercise of the options and the option exercise price. As of
the date of this prospectus, we have issued options to purchase 335,000 shares
of our common stock underlying the 2001 Stock Option Plan to certain of our
directors, employees and consultants.

The 2001 Stock Option Plan is effective for a period for ten years,
expiring in 2011. Options to acquire 1,000,000 shares of our common stock may be
granted to officers, directors, consultants, key employees, advisors and similar
parties who provide us with their skills and expertise. The 2001 Stock Option
Plan is designed to enable management to attract and retain qualified and
competent directors, employees, consultants and independent contractors. Options
granted under the 2001 Stock Option Plan may be exercisable for up to ten years,
generally require a minimum two year vesting period, and shall be at an exercise
price all as determined by our Board of Directors provided that, pursuant to the
terms of the underwriting agreement between us and our underwriters, the
exercise price of any options may not be less than the fair market value of the
shares of our common stock on the date of the grant. Options are
non-transferable, and are exercisable only by the participant (or by his or her
guardian or legal representative) during his or her lifetime or by his or her
legal representatives following death. Upon a change in control of Thinkpath,
the acceleration date of any options that were granted but not otherwise
exercisable accelerates to the date of the change in control. Change in control
includes (i) the sale of substantially all of our assets and merger or
consolidation with another company, or (ii) a majority of the members of our
Board of Directors changes other than by election by the shareholders pursuant
to Board of Directors solicitation or by vacancies filled by the Board of
Directors caused by death or resignation of such person.

If a participant ceases affiliation with us by reason of death,
permanent disability or retirement at or after age 65, the option remains
exercisable for one year from such occurrence but not beyond the option's
expiration date. Other types of termination allow the participant ninety days to
exercise the option, except for termination for cause which results in immediate
termination of the option. Any unexercised options that expire or that terminate
upon an employee's ceasing to be employed by us become available again for
issuance under the 2001 Stock Option Plan, subject to applicable securities
regulation. The 2001 Stock Option Plan may be terminated or amended at any time
by our Board of Directors, except that the number of shares of our common stock
reserved for issuance upon the exercise of options granted under the 2001 Stock
Option Plan may not be increased without the consent of our shareholders.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In April 1998, we acquired all the issued and outstanding capital stock
of Systemsearch Consulting Services Inc. and Systems PS Inc. from John R. Wilson
for aggregate consideration of $98,000 and 174,551 shares of our common stock.
The acquisition was effective as of January 2, 1997. Systems PS Inc. is
currently inactive but holds certain assets utilized by Systemsearch Consulting
Services Inc. in its operations. Mr. Wilson was not affiliated with us prior to
the acquisition.

On May 19, 1998, we completed the acquisition of all the issued and
outstanding capital stock of International Career Specialists Ltd. for $326,000
in cash and 130,914 shares of our common stock to John A. Irwin, a former
officer of Thinkpath. In connection with the acquisition, International Career
Specialists Ltd. made a distribution to Mr. Irwin of certain of its assets that
were not necessary for the operation of the business. The transaction was
effective as of January 1, 1998. Mr. Irwin was not affiliated with us prior to
the acquisition.

In October 1997, in consideration for certain business consulting
services, including identifying, structuring and effecting the acquisitions of
Systemsearch Consulting Services Inc. and International Career Specialists Ltd.,
we issued 113,459 shares of our common stock to Globe Capital Corporation, which
is controlled by Lloyd MacLean, our former Chief Financial Officer and a former
director.

In May 1998, we entered into a consulting agreement with Robert M.
Rubin, one of our former directors, pursuant to which Mr. Rubin will assist us
in structuring and negotiating acquisitions, strategic partnerships and other
expansion opportunities. In exchange for such services, Mr. Rubin received an
option to purchase 200,000 shares of our common stock at a purchase price of
$2.10 per share. Mr. Rubin has agreed not to sell, transfer, assign, hypothecate
or otherwise dispose of the shares of our common stock issuable upon exercise of
the option for a period of 2 years after exercise without our consent. As of the
date of this prospectus we have issued 64,778 shares of common stock upon Mr.
Rubin's exercise of the option.

In November 1998, we purchased certain assets of Southport Consulting,
Inc. from Michael Carrazza, one of our former directors, for an aggregate of
$300,000 in cash and 40,000 shares of our common stock. In February 2001, Mr.
Carrazza instituted an action against us in the Supreme Court of the State of
New York alleging breach of contract and unjust enrichment. Mr. Carrazza is
seeking $250,000 in damages specifically claiming that we failed to deliver cash
and/or stock under the asset purchase agreement.

On September 16, 1999, we completed the acquisition of all the issued
and outstanding capital stock of Cad Cam, Inc. for $2,000,000 in cash,
$2,500,000 pursuant to a promissory note and the issuance of $1,500,000 worth of
shares of our common stock to Roger W. Walters, Cad Cam, Inc.'s former
president. As part of the transaction, Mr. Walters was elected to serve on our
Board of Directors. The share purchase agreement was executed on January 1, 1999
and the transaction was effective as of September 16, 1999. Mr. Rogers was not
affiliated with us prior to the acquisition. On March 14, 2001, Mr. Walters
resigned from the Board of Directors effective March 30, 2001.

On January 1, 2000, the share purchase agreement by and among
Thinkpath, Cad Cam, Inc., and Roger W. Walters was amended. Pursuant to the
amendment, the parties agreed that $1,000,000 of the $2,000,000 cash payment to
be made to Mr. Walters was to be paid in 4 equal quarterly payments of $250,000
commencing on January 1, 2000. In consideration for accepting the cash payment
in installments, we issued Mr. Walters options to purchase an aggregate of
100,000 shares of our common stock at exercise prices ranging from $2.12 to
$3.25 per share, which options expired on December 31, 2000. On March 14, 2001,
we repriced such options belonging to Roger W. Walters to an exercise price of
$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. In addition, the term of such
options was extended to April 4, 2004.

On January 1, 2000, we completed the acquisition of all of the issued
and outstanding capital stock of Object Arts Inc., an Ontario corporation, in
consideration of: (i) the issuance of $900,000 of our common stock to Working
Ventures Custodian Fund in exchange for the retirement of outstanding
subordinated debt; (ii) the issuance to Working Ventures Custodian Fund an
amount of our common stock equal to the legal fees and professional fees
incurred and paid by Working Ventures Custodian Fund in connection with our
acquisition of Object Arts Inc.; and (iii) the issuance of $1,100,000 of our
common stock to the existing shareholders of Object Arts Inc. As part of the
transaction, we entered into employment agreements with Marilyn Sinclair and
Lars Laakes, former officers of Object Arts Inc. Such employment agreements were
for a term of 3 years commencing on January 1, 2000, the effective date of the
acquisition, with annual salaries of $82,000 and $75,000, respectively. Neither
Ms. Sinclair nor Mr. Laakes was affiliated with us prior to the acquisition. On
March 9, 2001 Ms. Sinclair resigned as an officer of Thinkpath. On April 9,
2001, Ms. Sinclair resigned from our Board of Directors.

On April 25, 2000, we completed the acquisition of all of the issued
and outstanding capital stock of Micro Tech Professionals, Inc., a Massachusetts
corporation, in consideration of an aggregate

of up to $4,500,000 in a combination of cash, notes payable and shares of our
common stock, subject to specific performance criteria to be met. On April 25,
2000, we paid to Denise Dunne-Fushi, the sole shareholder of Micro Tech
Professionals, Inc., $2,500,000 of the aggregate of $4,500,000, which was paid
in accordance with the following schedule: (i) $1,250,000 in cash; (ii) the
issuance of a $750,000 principal amount unsecured promissory note; and (iii) the
issuance of 133,333 shares of our common stock. As part of the transaction, we
entered into an employment agreement with Denise Dunne-Fushi, the former
President of Micro Tech Professionals, Inc. Such employment agreement was for a
term of 1 year commencing on April 25, 2000, the effective date of the
acquisition, with an annual salary of $125,000 and a bonus of $25,000. Mrs.
Dunne-Fushi was not affiliated with us prior to the acquisition. Thinkpath and
Mrs. Dunne-Fushi are currently in the process of negotiating the terms of the
renewal of her employment agreement. Mrs. Dunne-Fushi continues to serve as our
Vice President and as President of Micro Tech Professionals, Inc. on a
month-to-month basis under the terms described above.

On October 31, 2000, we consummated a business combination with
TidalBeach Inc., an Ontario-based Web development company. In consideration for
the business combination, we issued 250,000 shares of our common stock to the
two shareholders of TidalBeach Inc. As part of the transaction, we entered into
an employment agreement with Michael Reid, the former President of TidalBeach
Inc. Such employment agreement is for a term of 2 years commencing on November
1, 2000 with an annual salary of $123,000.

Effective December 26, 2000, shares and options were issued to the
following: Declan A. French, Tony French, Michael Reid, Kelly Hankinson, and
Globe Capital Corporation. These issuances were made pursuant to contracts
and/or as bonuses with regards to the various acquisitions throughout the course
of the fiscal year 2000. The amounts issued were as follows: 1,200,000 shares to
Declan A. French; 50,000 shares to Tony French; 100,000 options priced at $0.70
to Michael Reid; and 50,000 shares and 100,000 options priced at $0.70 to Kelly
Hankinson; and 500,000 shares to Globe Capital Corporation.

During the fiscal year ended December 31, 2000 we paid to Gersten,
Savage & Kaplowitz, LLP, our United States legal counsel, approximately $100,000
and issued 30,632 shares of common stock in consideration for legal services
rendered. Arthur S. Marcus, one of our directors, is a partner of Gersten,
Savage & Kaplowitz, LLP.

While we were private, we lacked sufficient independent directors to
ratify many of the foregoing transactions. However, we believe that the
foregoing transactions were on terms no less favorable to us than could have
been obtained from unaffiliated third parties. Management believes that all
transactions consummated since we became public and all future transactions
between us and our officers, directors or 5% shareholders, and their respective
affiliates have been and will be on terms no less favorable than could be
obtained from unaffiliated third parties. In the event that we enter into future
affiliated transactions, independent directors who do not have an interest in
the transactions and who have access, at our expense, to our counsel or
independent legal counsel, will approve such transactions.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of June 12, 2001, the names and
ownership of our common stock beneficially owned, directly or indirectly, by:
(i) each person who is a director or executive officer of Thinkpath; (ii) all
directors and executive officers of Thinkpath as a group; and (iii) all holders
of 5% or more of the outstanding shares of the common stock of Thinkpath:

Names and Address of Beneficial Amount and Nature of Percentage of Shares
Owner (1) Beneficial Ownership (2) Outstanding
- ------------------------------- ------------------------ ---------------

Declan A. French 2,322,459(3) 15.8%

Laurie Bradley 0 0

Tony French 70,133(4) *

Kelly Hankinson 55,167(5) *

John Dunne 41,424(6) *

Arthur S. Marcus 30,500(7) *

Ronan McGrath 25,000(8) *

Joel Schoenfeld 25,000(9) *

Robert Escobio 200,000(10) *

Roger W. Walters 1,395,398(11) 9.5%

KSH Strategic Investment
Fund, L.P. 1,844,673(12) 12.2%

All directors and officers
as a group (9 persons) 2,769,683 18.7%
(3) - (10)

* Less than 1%.

(1) Except as set forth above, the address of each individual is 55 University
Avenue, Suite 505, Toronto, Ontario M5J 2H7.

(2) Based upon information furnished to us by the directors and executive
officers or obtained from our stock transfer books. We have been informed
that these persons hold the sole voting and dispositive power with respect
to the common stock except as noted herein. For purposes of computing
"beneficial ownership" and the percentage of outstanding common stock held
by each person or group of persons named above as of June 6, 2001, any
security which such person or group of persons has the right to acquire
within 60 days after such date is deemed to be outstanding for the purpose
of computing beneficial ownership and the percentage ownership of such
person or persons, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person.

(3) Includes 510,563 shares of common stock owned by Christine French, the wife
of Declan A. French and 101,333 shares of common stock issuable upon the
exercise of options granted to Declan A. French that are currently
exercisable or exercisable within the next 60 days. Also includes 1,200,000
shares of common stock issued to Declan A. French as a bonus pursuant to
his employment agreement.

(4) Includes 1,133 shares of common stock issuable upon the exercise of options
that are currently exercisable or exercisable within the next 60 days.

(5) Includes 1,133 shares of common stock issuable upon the exercise of
options that are currently exercisable or exercisable within the next 60
days.

(6) Includes 1,333 shares of common stock issuable upon the exercise of
options that are currently exercisable or exercisable within the next 60
days.

(7) Includes 27,500 shares of common stock issuable upon the exercise of
options that are currently exercisable or exercisable within the next 60
days. Excludes 30,362 shares of common stock issued in the name of
Gersten, Savage & Kaplowitz, LLP, our United States legal counsel, of
which Mr. Marcus is a partner.

(8) Consists of 25,000 shares of common stock issuable upon the exercise of
options that are currently exercisable or exercisable within the next 60
days.

(9) Consists of 25,000 shares of common stock issuable upon the exercise of
options that are currently exercisable or exercisable within the next 60
days.

(10) Includes 200,000 shares of common stock issued in the name of Aquila
Airways Inc., a corporation in which Mr. Escobio's wife is a stockholder.

(11) Includes 100,000 shares of common stock issuable upon the exercise of
options that are currently exercisable or exercisable within the next 60
days.

(12) Includes 315,000 shares of common stock issuable upon options that are
currently exercisable or exercisable within the next 60 days and 250,000
shares of common stock issuable upon the exercise of warrants that are
currently exercisable or exercisable within the next 60 days.

DESCRIPTION OF SECURITIES

Our total authorized capital stock consists of 30,000,000 shares of
common stock, no par value per share, and 1,000,000 shares of preferred stock,
no par value per share. The following descriptions contain all material terms
and features of our securities and are qualified in all respects by reference to
our Articles of Organization and Bylaws.

Common Stock

We are authorized to issue up to 30,000,000 shares of common stock, no
par value per share, of which as of the date of June 12, 2001, 14,597,920
shares of common stock were outstanding, not including the shares of common
stock to be issued upon the conversion of the outstanding shares of Series C 7%
Convertible Preferred Stock and the exercise of all outstanding warrants and
options. All outstanding shares of common stock are, and all shares of common
stock to be outstanding upon the conversion of the outstanding shares of Series
C 7% Convertible Preferred Stock and the exercise of outstanding warrants and
options will be, validly authorized and issued, fully paid, and non-assessable.

The holders of common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of shareholders. Holders of
common stock are entitled to receive ratably dividends as may be declared by our
Board of Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of Thinkpath, holders of the common stock
are entitled to share ratably in all assets remaining, if any, after payment of
liabilities. Holders of common stock have no preemptive rights and have no
rights to convert their shares of common stock into any other securities.

Pursuant to the Business Corporations Act, Ontario, a shareholder of an
Ontario corporation has the right to have the corporation pay the shareholder
the fair market value for such shareholder's shares of the corporation in the
event such shareholder dissents from certain actions taken by the corporation,
such as amalgamation or the sale of all or substantially all of the assets of
the corporation and such shareholder follows the procedures set forth in the
Business Corporations Act, Ontario.

Preferred Stock

Our Articles of Organization authorize the issuance of up to 1,000,000
shares of preferred stock with designations, rights and preferences determined
from time to time by our Board of Directors. Accordingly, our Board of Directors
is empowered, without shareholder approval, to issue preferred shares with
dividend, liquidation, conversion, or other rights that could adversely affect
the rights of the holders of the common stock.

Series A 8% Convertible Preferred Stock

There were 17,500 shares of Series A 8% Convertible Preferred Stock
authorized and issued, none of which remains outstanding.

Series B 8% Convertible Preferred Stock

There were 1,500 shares of Series B 8% Convertible Preferred Stock
authorized and issued, none of which remains outstanding.

Series C 7% Convertible Preferred Stock

There are 1,605 shares of Series C 7% Convertible Preferred Stock
authorized, of which 1,105 shares were issued pursuant to a share purchase
agreement dated April 18, 2001 (the "Series C Agreement"). As of the date of
this prospectus, there are 985 shares of Series C 7% Convertible Preferred Stock
outstanding. Each share of Series C 7% Convertible Preferred Stock has a stated
value of $1,000 per share. The shares of Series C 7% Convertible Preferred Stock
are convertible into shares of our common stock at the option of the holders of
the Series C 7% Convertible Preferred Stock at any time after issuance until we
compulsorily convert or redeem such shares of Series C 7% Convertible Preferred
Stock, which we may do under certain conditions.

Pursuant to the Series C Agreement, we are registering in this
offering, 200% of the shares of common stock issuable upon the conversion of the
1,105 shares of Series C 7% Preferred Stock issued and the 500 shares of Series
C 7% Convertible Preferred Stock to be issued and the shares of common stock
issuable upon the exercise of the warrants. Upon the effective date of this
registration statement, we have the option to issue an aggregate of 500 shares
of Series C 7% Preferred Stock in consideration for an additional $500,000,
under certain conditions.

The holders of the shares of Series C 7% Convertible Preferred Stock
are entitled to receive preferential dividends in cash, on a quarterly basis
commencing on June 30, 2001, out of any of our

funds legally available therefor at the time of declaration of dividends before
any other dividend distribution is paid or declared and set apart for payment on
any shares of our 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. We have the option to pay
such dividends in shares of our common stock to be paid (based on an assumed
value of $1,000 per share of Series C 7% Convertible Preferred Stock) in full
shares only, with a cash payment equal to any fractional shares.

The number of shares of our common stock into which the Series C 7%
Convertible Preferred Stock shall be convertible equals that number of shares of
common stock as is calculated by (i) the sum of (A) the stated value per share
and (B) at the holder's election, accrued and unpaid dividends on such shares,
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 (as reported by Bloomberg Financial L.P. at 4:02 ET on the NASDAQ
SmallCap Market or the then applicable market) of our 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 (as reported by Bloomberg Financial L.P. at 4:02 ET on the NASDAQ
SmallCap Market or the then applicable market) 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, we may, in our sole discretion,
redeem in whole or in part, the then issued and outstanding shares of Series C
7% Convertible 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.

Common Stock Purchase Warrants

There are outstanding warrants to purchase an aggregate of 2,758,473
shares of our common stock. 631,750 of the warrants are exercisable at any time
and in any amount until December 30, 2004 at a purchase price of $3.24 per
share, 250,000 of the warrants are exercisable at any time and in any amount
until April 16, 2005 at a purchase price of $3.71 per share, 272,001 of the
warrants are exercisable at any time and in any amount until August 22, 2005 at
a purchase price of $3.516 per share, 89,864 of the warrants are exercisable at
any time and in any amount until August 22, 2005 at a purchase price of $3.165
per share, 80,004 of the warrants are exercisable at any time and in any amount
until August 22, 2005 at a purchase price of $2.742, 98,163 of the warrants are
exercisable at any time and in any amount until August 22, 2005 at a purchase
price of $2.463 per share, 423,207 of the warrants are exercisable at any time
and in any amount until August 22, 2005 at a purchase price of $1.00 per share,
250,000 of the warrants are exercisable at any time and in any amount until
January 20, 2006 at $1.50 per share, and 663,484 of the warrants are exercisable
at any time and in any amount until April 18, 2006 at a purchase price of $.5445
per share. We may call any unexercised portion of 963,239 of the 2,293,777
warrants and require their exercise as follows if our common stock, as reported
on the Nasdaq SmallCap Market, closes above the bid price indicated for any 10
consecutive business days: (i) 1/3 of such unexercised warrants at $6.00 per
share, (ii) 1/3 of such unexercised warrants at $7.50 per share; and (iii) 1/3
of such unexercised warrants at $9.00 per share.

Warrant-holders are not entitled, by virtue of being warrant-holders,
to receive dividends or to vote at or receive notice of any meeting of
shareholders or to exercise any other rights whatsoever as shareholders. In
order to receive one share of our common stock a warrant-holder must surrender
one warrant, accompanied by payment of the aggregate exercise price of the
warrants to be exercised, which payment may be made, at the warrant-holder's
election, in cash or by delivery of a cashiers or certified check or any
combination of the foregoing. Upon receipt of duly executed warrants and payment
of the exercise price, we will issue and cause to be delivered to
warrant-holders certificates representing the number of shares of common stock
so purchased.

CERTAIN UNITED STATES AND CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

United States

The following describes the principal United States federal income tax
consequences of the purchase, ownership and disposition of our shares of common
stock by a shareholder who is a citizen or resident of the United States or a
United States domestic corporation or that otherwise will be subject to United
States federal income tax. This summary is based on the United States Internal
Revenue Code of 1986, as amended, administrative pronouncements, judicial
decisions and existing and proposed Treasury Regulations, changes to any of
which subsequent to the date of this prospectus may affect the tax consequences
described herein. This summary discusses only the principal United States
federal income tax consequences to those beneficial owners holding the
securities as capital assets within the meaning of Section 1221 of the United
States Internal Revenue Code of 1986 and does not address the tax treatment of a
beneficial owner that owns 10% or more of shares of our common stock. It is for
general guidance only and does not address the consequences applicable to
certain specialized classes of taxpayers such as certain financial institutions,
insurance companies, dealers in securities or foreign currencies, or United
States persons whose functional currency (as defined in Section 985 of the
United States Internal Revenue Code of 1986) is not the United States dollar.
Persons considering the purchase of these securities should consult their tax
advisors with regard to the application of the United States and other income
tax laws to their particular situations. In particular, a United States
shareholder should consult his or her or its tax advisor with regard to the
application of the United States federal income tax laws to his, her or its
situation.

A United States shareholder generally will realize, to the extent of
our current and accumulated earnings and profits, foreign source ordinary income
on the receipt of cash dividends, if any, on the shares of our common stock
equal to the United States dollar value of such dividends determined by
reference to the exchange rate in effect on the day they are received by the
United States shareholder (with the value of such dividends computed before any
reduction for any Canadian withholding tax). United States shareholders should
consult their own tax advisors regarding the treatment of foreign currency gain
or loss, if any, on any dividends received which are converted into United
States dollars on a date subsequent to receipt. Subject to the requirements and
limitations imposed by the United States Internal Revenue Code of 1986, a United
States shareholder may elect to claim Canadian tax withheld or paid with respect
to dividends on the shares of our common stock as a foreign credit against the
United States federal income tax liability of such holder. Dividends on the
shares of our common stock generally will constitute "passive income" or, in the
case of certain United States shareholders, "financial services income," for
United States foreign tax credit purposes. United States shareholders who do not
elect to claim any foreign tax credits may claim a deduction for Canadian income
tax withheld. Dividends paid on the shares of our common stock will not be
eligible for the dividends received deduction available in certain cases to
United States corporations.

Upon a sale or exchange of a share of our common stock, a United States
shareholder will recognize gain or loss equal to the difference between the
amount realized on such sale or exchange and the tax basis of such share of
common stock.

Generally, any gain or loss recognized as a result of the foregoing
will be a capital gain or loss and will either be long-term or short-term
depending upon the period of time the shares of our common stock are sold or
exchanged, as the case may be, were held.

This summary is of general nature only and is not intended to be, and
should not be construed to be, legal or tax advice to any prospective investor
and no representation with respect to the tax consequences to any particular
investor is made.

Canada

The following is a summary of the principal Canadian federal income tax
considerations generally applicable to the acquisition, holding and disposition
of shares of our common stock purchased pursuant to this prospectus by a United
States shareholder who, for the purposes of the Income Tax Act (Canada) and the
Canada-United States Income Tax Convention, as applicable and at all relevant
times, (i) is resident in the United States and not resident in Canada, (ii)
holds shares of our common stock as capital property, (iii) does not have a
"permanent establishment" or "fixed base" in Canada, and (iv) deals at arm's
length with us. Special rules, which are not discussed in this summary, may
apply to "financial institutions" and to non-resident insurers carrying on an
insurance business in Canada and elsewhere.

This summary is based on the current provisions of the Income Tax Act
(Canada) and the regulations thereunder and the Canada-United States Income Tax
Convention, all specific proposals to amend the Income Tax Act (Canada) or the
regulations thereunder announced by the Canadian Minister of Finance prior to
the date of this prospectus and the current published administrative practices
of Revenue Canada. This summary does not otherwise take into account or
anticipate any changes in law or administrative practice nor does it take into
account income tax laws or considerations of any province or territory of Canada
or any jurisdiction other than Canada, which may differ from the federal income
tax consequences described herein. This summary is of a general nature only and
is not intended to be, and should not be interpreted as, legal or tax advice to
any particular purchaser of the shares of common stock.

Dividends

Under the Income Tax Act (Canada) and the Canada-United States Income
Tax Convention, dividends paid or credited, or deemed to be paid or credited, on
the shares of our common stock to a United States shareholder who owns less than
10% of our voting shares will be subject to Canadian withholding tax at the rate
of 15% of the gross amount of such dividends or deemed dividends.

Under the Canada-United States Income Tax Convention, dividends paid or
credited to certain religious, scientific, charitable and similar tax exempt
organizations and certain pension organizations that are resident, and exempt
from tax, in the United States and that have complied with certain
administrative procedures are exempt from this Canadian withholding tax.

Disposition of Shares of Common Stock

A capital gain realized by a United States shareholder on a disposition
or deemed disposition of shares of our common stock will not be subject to tax
under the Income Tax Act (Canada) unless such shares of our common stock
constitute taxable Canadian property within the meaning of the Income Tax Act
(Canada) at the time of the disposition or deemed disposition. In general, the
shares of our common stock will not be "taxable Canadian property" to a United
States shareholder unless they are not listed on a prescribed stock exchange
(which includes the Nasdaq SmallCap Market) or at any time within the five year
period immediately preceding the disposition the United States shareholder,
persons with whom the United States shareholder did not deal at arm's length, or
the United States shareholder together with such persons owned or had an
interest in or a right to acquire more than 25% of any class or series of our
shares. A deemed disposition of shares of our common stock will arise on the
death of a United States shareholder.

If the shares of our common stock are taxable Canadian property to a
United States shareholder, any capital gain realized on a disposition or deemed
disposition of such shares of our common stock will generally be exempt from tax
under the Income Tax Act (Canada) by virtue of the Canada-United States Income
Tax Convention if the value of the shares of our common stock at the time of the
disposition or deemed disposition is not derived principally from real property
situated in Canada. We are of the view that the shares of our common stock do
not now derive their value principally from real property situated in Canada;
however, the determination as to whether Canadian tax would be applicable on a
disposition or deemed disposition of shares of our common stock must be made at
the time of the disposition or deemed disposition.

INVESTMENT CANADA ACT

The Investment Canada Act, a Federal Canadian statute, regulates the
acquisition of control of existing Canadian businesses by any non-Canadian (as
that term is defined in the Investment Canada Act).

We are currently a Canadian (as that term is defined in the Investment
Canada Act). If a non-Canadian seeks to acquire control of us, such acquisition
will be subject to the Investment Canada Act. In general, any transaction that
is subject to the Investment Canada Act is a reviewable transaction if the book
value of our assets, as set out in its most recent financial statements, exceeds
the applicable threshold. If the potential acquiror is a WTO Investor, acquiring
control of us would only be reviewable if the book value of our assets exceeded
CDN$209 million. (This number is the threshold amount for 2001 and this
amount is increased each year by a factor equal to the increase in the rate of
Canadian inflation for the previous year). A WTO Investor is defined in the
Investment Canada Act as an investor ultimately controlled by nationals of World
Trade Organization member states, such as the United States of America.

If the book value of our assets exceeds the applicable threshold for
review, the potential acquiror must file an application for review and obtain
the approval of the Minister of Industry before acquiring control of us. In
deciding whether to approve the reviewable transaction, the Minister considers
whether the investment "is likely to be of net benefit to Canada". This
determination is made on the basis of economic and policy criteria set out in
the Investment Canada Act.

The approval process begins with an initial review period of 45 days
from the date the completed application is received. However, the Minister of
Industry has authority to extend the review period unilaterally for 30 more
days. Any further extensions require the potential acquiror's consent.

SHARES ELIGIBLE FOR FUTURE SALE

We cannot assure you as to the effect, if any, that future sales of
common stock will have on the market price of our common stock. Of our shares of
common stock currently outstanding, assuming no exercise of warrants and/or
options or the conversion of the outstanding shares of Series C 7% Convertible
Preferred Stock, 7,894,330 are "restricted securities" as the term is defined in
Rule 144 under the Securities Act of 1933, as amended, and under certain
circumstances may be sold without registration pursuant to that rule. Subject to
the compliance with the notice and manner of sale requirements of Rule 144 and
provided that we are current in our reporting obligations under the Securities
Exchange Act of 1934, a person who beneficially owns restricted shares of stock
for a period of at least one year is entitled to sell, within any three-month
period, shares equal to the greater of 1% of the number of the then outstanding
shares of common stock, or if the common stock is quoted on the Nasdaq System,
the average weekly trading volume of the common stock during the four calendar
weeks preceding the filing of the required notice of sale on the Form 144 with
the United States Securities and Exchange Commission. As of June 12, 2001,
1,889,354 shares of the common stock held by beneficial owners are eligible for
sale pursuant to Rule 144. We are unable to predict the effect that the sales
made under Rule 144 otherwise may have on the market price of our common stock
prevailing at the time of any such sales. Nevertheless, sales of substantial
amounts of the restricted shares of common stock in the public market could
adversely affect the then prevailing market for our common stock and could
impair our ability to raise capital through the sale of our equity securities.

SELLING SECURITY HOLDERS

The table below sets forth certain information regarding the beneficial
ownership of the common stock by the selling security holders and as adjusted to
give effect to the sale of the shares offered in this prospectus.

Position, Office or Beneficial Ownership
Affiliation with of Common Stock Percentage of Common
Name of Selling Security Thinkpath During Prior to Shares of Common Stock Beneficially Owned
Holder the Past Three Years Sale(1) Stock to Be Sold(1) After the Offering(2)
- ------ -------------------- ------- ------------------- ---------------------

Alpha Capital AG None 1,790,649(3) 3,168,238(4)(5) 0.0%

Stonestreet L.P None 1,790,649(3) 3,168,238(4)(5) 0.0%

Andrew Reckless None 152,669 249,088 0.0%

Paul T. Mannion None 152,669 249,088 0.0%

Gersten, Savage & Legal Counsel 30,362 30,362 0.0%
Kaplowitz, LLP

Arthur S. Marcus Director and Partner of 27,500 27,500(6) 0.0%
Legal Counsel

Christopher J. Kelly Employee of Legal 12,500 12,500(7) 0.0%
Counsel

Denise Dunne-Fushi Employee 133,333 133,333 0.0%

KSH Investments, Inc. Placement Agent and 1,844,673 150,000 11.4%
Financial Consultant

Dailyfinancial.com, Inc. Consultant 90,000 90,000 *

Burlington Capital Consultant 425,000 425,000 0.0%
Markets, Inc.

Del Mar Consulting Group Consultant 600,000(8) 600,000 *

Robert B. Prag Consultant 23,622 23,622 *

Roger W. Walters Former Director and 1,395,398 1,125,398 1.9%
Officer

Chris Killarney Former Employee 105,000 105,000 0.0%

Michael Reid Employee 125,000 125,000 0.0%

Bernadette Reid None 125,000 125,000 0.0%

International Consulting Consultant 140,000 140,000 *
Group

* Less than 1%
- ---------------

(1) The number of shares of common stock shown as beneficially owned and
offered by the selling security holders represents the number of shares
that we have initially agreed to register. Pursuant to Rule 416 under
the Securities Act of 1933, as amended, the number of shares of common
stock offered by the selling security holders hereby and included in
the registration statement of which this prospectus is a part and also
includes: (a) such number of additional shares of our common stock as
may be issued upon (i) the conversion of the 1,105 shares of Series C
7% Convertible Preferred Stock that were issued in the April 2001
private placement offering, (ii) the exercise of warrants to purchase
an aggregate of 663,484 shares of our common stock that were issued in
the April 2001 private placement offering, (iii) the conversion of the
500 shares of Series C 7% Convertible Preferred Stock that may be
issued upon the exercise of our option to issue such additional shares
of Series C 7% Convertible Preferred Stock, (iv) the exercise of
$150,0000 of warrants to purchase shares of our common stock that may
be issued upon the exercise of our option to issue such additional
warrants; and (b) an aggregate of (i) 12,500 shares of our common stock
issuable upon the exercise of option exercisable at $3.25 per share,
(ii) 2,500 shares of our common stock issuable upon the exercise of
options

exercisable at $3.19 per share, and (iii) 25,000 shares of common stock
issuable upon the exercise of options exercisable at $.70 per share.
Accordingly, the actual number of shares of our common stock issued or
issuable upon the conversion of the shares of Series C 7% Convertible
Preferred Stock and the exercise of warrants is subject to adjustment
depending upon factors which cannot be predicted at this time,
including, among others, the future market prices of our common stock.
According, the number of shares set forth for each selling security
holder may exceed the actual number of shares of common stock the such
selling security holder could beneficially own at any given time
through such selling security holder's ownership of the shares of
Series C 7% Convertible Preferred Stock and the warrants. The above
numbers assume that the selling security holders will convert all of
the shares of Series C 7% Convertible Preferred Stock and exercise all
of the outstanding warrants and options held by them.

(2) Assumes all of the shares of common stock offered are sold.

(3) Assumes the conversion of all of such shareholders' portion of the
shares of Series C 7% Convertible Preferred Stock issued and to be
issued and assumes the exercise of all of the warrants issued and to
be issued, however, pursuant to the share purchase agreement, each such
shareholder may not own more than 9.9% of our common stock at any one
time.

(4) Includes 1,836,904 shares of our common stock issuable upon the
conversion of shares of our Series C 7% Convertible Preferred Stock if
we choose to exercise our option to issue such shares to the investors
in the April 2001 private placement offering pursuant to the terms
therein.

(5) Includes 275,492 shares of our common stock issuable upon the exercise
of warrants if we choose to exercise our option to issue such warrants
to the investors in the April 2001 private placement offering pursuant
to the terms therein.

(6) Includes (i) 10,000 shares of our common stock issuable upon the
exercise of options exercisable at $3.25 per share, (ii) 2,500 shares
of our common stock issuable upon the exercise of options exercisable
at $3.19 per share, and (iii) 15,000 shares of our common stock
issuable upon the exercise of options exercisable at $.70 per share.

(7) Includes (i) 2,500 shares of our common stock issuable upon the
exercise of options exercisable at $3.25 per share, and (ii) 10,000
shares of our common stock issuable upon the exercise of options
exercisable at $.70 per share.

(8) Includes 200,000 shares of Common Stock issuable upon the exercise of
options exercisable at $.55 per share.

In recognition of the fact that the selling security holders may wish
to be legally permitted to sell their shares of common stock when they deem
appropriate, we agreed with the selling security holders to file with the United
States Securities and Exchange Commission, under the Securities Act of 1933, as
amended, a registration statement on Form SB-2, of which this prospectus is a
part, with respect to the resale of the shares of common stock, and have agreed
to prepare and file such amendments and supplements to the registration
statement as may be necessary to keep the registration statement in effect until
the shares of common stock are no longer required to be registered for the sale
thereof by the selling security holders.

PLAN OF DISTRIBUTION

Our shares of common stock offered hereby by the selling security
holders may be sold from time to time by such selling security holders, or by
pledgees, donees, transferees and other successors in interest thereto. These
pledgees, donees, transferees and other successors in interest will be deemed
"selling security holders" for the purposes of this prospectus. Our shares of
common stock may be sold:

- - on one or more exchanges or in the over-the-counter market (including
the OTC Bulletin Board); or

- - in privately negotiated transactions.

Our shares of common stock may be sold to or through brokers or
dealers, who may act as agent or principal, or in direct transactions between
the selling security holders and purchasers. In addition, the selling security
holder may, from time to time, sell the common stock short, and in these
instances, this prospectus may be delivered in connection with the short sale
and the shares of common stock offered hereby may be used to cover the short
sale.

Transactions involving brokers or dealers may include, without
limitation, the following:

- - ordinary brokerage transactions,

- - transactions in which the broker or dealer solicits purchasers,

- - block trades in which the broker or dealer will attempt to sell the
shares of common stock as agent but may position and resell a portion
of the block as principal to facilitate the transaction; and

- - purchases by a broker or dealer as a principal and resale by such
broker or dealer for its own account.

In effecting sales, brokers and dealers engaged by the selling security
holders or the purchasers of the shares of common stock may arrange for other
brokers or dealers to participate. These brokers or dealers may receive
discounts, concessions or commissions from the selling security holders and/or
the purchasers of the shares of common stock for whom the broker or dealer may
act as agent or to whom they may sell as principal, or both (which compensation
as to a particular broker or dealer may be in excess of customary commissions).

We are bearing all of the costs relating to the registration of the
shares of common stock other than certain fees and expenses, if any, of counsel
or other advisors to the selling security holders. Any commissions, discounts or
other fees payable to brokers or dealers in connection with any sale of the
shares of common stock will be borne by the selling security holders, the
purchasers participating in the transaction, or both.

Any shares covered by this prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act of 1933, as amended, may be sold under Rule
144 rather than pursuant to this prospectus.

One of the selling security holders (Burlington Capital Markets, Inc.)
whose shares are being registered herein has agreed not to sell more than 50,000
shares in any single month unless the stock price exceeds $3.00 per share for
ten consecutive trading days. Del Mar Consulting Group has agreed not to sell
any shares until December 31, 2001.

LEGAL MATTERS

Certain legal matters in connection with the offering, including the
validity of the issuance of the shares of common stock offered hereby, will be
passed upon for us by Gersten, Savage & Kaplowitz, LLP, New York, New York.

EXPERTS

Our financial statements for the years ended December 31, 1999 and
2000, appearing in this prospectus and registration statement have been audited
by Schwartz Levitsky Feldman, llp, as set forth in their report thereon
appearing elsewhere herein and in the registration statement, and are included
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing. Our financial statements for the three months ended
March 31, 2001, appearing in this prospectus and registration statement have
been prepared by us and have been reviewed by Schwartz, Levitsky, Feldman, llp.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the information requirements of the Exchange Act of
1934, and, in accordance therewith will have been filing reports, proxy
statements and other information with the United States Securities and Exchange
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the United
States Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 and at the regional offices of the
United States Securities and Exchange Commission located at 7 World Trade
Center, Suite 1300, New York, New York 10048, and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the Public Reference Section of the Securities
and Exchange Commission, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and its public reference facilities in New York, New
York and Chicago, Illinois upon payment of the prescribed fees. Electronic
registration statements filed through the Electronic Data Gathering, Analysis,
and Retrieval System are publicly available through the United States Securities
and Exchange Commission's Web site (http://www.sec.gov). Further information on
public reference rooms available at the United States Securities and Exchange
Commission is available by contacting the United States Securities and Exchange
Commission at 1-(800) SEC-0330. The Nasdaq Stock Market maintains a Web site at
(http://www.nasdaq.com) whereby information regarding Thinkpath may be obtained

THINKPATH.COM INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2001

(UNAUDITED)

(AMOUNTS EXPRESSED IN US DOLLARS)

THINKPATH.COM INC.
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 359,790 335,930
---------- ---------

8,674,879 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 1,318,019

LONG-TERM RECEIVABLE 217,364 83,450

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

DEFERRED INCOME TAXES 1,605,449 1,643,426
---------- ---------

25,243,487 25,685,940
========== ==========

F-1

THINKPATH.COM INC.
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
---------- ----------

14,083,649 14,135,146
---------- ----------

STOCKHOLDERS' EQUITY

CAPITAL STOCK (Note 5) 24,670,137 23,605,505

DEFICIT (12,253,344) (11,401,164)

OTHER COMPREHENSIVE INCOME, NET OF TAX

Adjustments to market value 74,813 76,548
Cumulative translation adjustment (1,331,768) (730,095)
---------- ----------

11,159,838 11,550,794
---------- ----------

25,243,487 25,685,940
========== ==========

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

F-2

THINKPATH.COM INC.
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 1,405,758 1,388,832
Selling 1,636,259 1,185,594
Financial (209,160) --
----------- -----------

2,832,857 2,574,426
----------- -----------

INCOME BEFORE INTEREST, AMORTIZATION, UNDERNOTED
ITEMS AND INCOMES TAXES 970,034 711,434
----------- -----------

Interest 180,289 182,256
Depreciation and amortization 560,586 431,982
----------- -----------

740,875 614,238

INCOME BEFORE UNDERNOTED ITEM AND INCOMES TAXES 229,159 97,196

Other expenses (Note 7) 850,877 --
----------- -----------

INCOME (LOSS) BEFORE INCOME TAXES (621,718) 97,196

Income taxes 3,962 --
----------- -----------

NET INCOME (LOSS) (625,680) 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 (0.05) 0.02
Fully Diluted (0.05) 0.02
=========== ===========

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

F-3

THINKPATH.COM INC.
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
STOCK STOCK CAPITAL CUMULATIVE OTHER
NUMBER OF NUMBER OF STOCK RETAINED TRANSLATION COMPREHENSIVE
SHARES SHARES AMOUNTS EARNINGS ADJUSTMENT INCOME
---------- --------- ------- -------- ----------- -------------
A B $ $ $ $

Balance as of
December 31, 2000 11,915,138 1,050 750 23,605,505 (11,401,164) (730,095) 76,548

Issuance of preferred stock -- -- -- -- -- -- --

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

Common stock issued in
consideration
of services
and investment 30,632 -- -- 30,632 -- -- --
Dividends on preferred
stock -- -- -- 226,500 (226,500) -- --

Common stock payable -- -- -- -- -- -- --

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

Reduction in common stock
payable -- -- -- -- -- -- --

Options issued for services -- -- -- 100,000 -- -- --

Warrants issued for services -- -- -- 307,500 -- -- --

Foreign currency translation -- -- -- -- -- (601,673) --

Adjustment to market value -- -- -- -- -- -- (1,735)

Net loss for the period -- -- -- -- (625,680) -- --
----------- ------ ---- ---------- ----------- ---------- -------
Balance as of
March 31, 2001 14,346,609 -- -- 24,670,137 (12,253,344) (1,331,768) 74,813
=========== ====== ==== ========== =========== =========== =======

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

F-4

THINKPATH.COM INC.
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) (625,680) 97,186
---------- --------
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 (23,860) (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 -- (572,541)
Decrease (increase) in inventory 25,233 --
Increase (decrease) in deferred revenue (23,710) --
Common stock issued for services 438,132 --
---------- --------
Total adjustments 489,898 (900,347)
---------- --------
Net cash used in operating activities (135,782) (803,161)
---------- --------
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) 92,972
---------- ----------

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
interim consolidated financial statements.

F-5

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Principal Business Activities
Thinkpath.com Inc. is an information technology and engineering services
company which, along with its subsidiaries Systemsearch Consulting
Services Inc., International Career Specialists Ltd., Cad Cam Inc., Cad
Cam of Michigan Inc., Cad Cam Integrated Manufacturing Services Inc. and
Cad Cam Technical Services Inc., 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
1) Revenue from outsourcing is recognized on a milestone basis.
2) Revenue from contract placements is recognized as services are
performed.
3) Revenue from permanent placements is recognized upon candidates'
acceptance of employment.
4) Revenue from training is recognized on delivery.

F-6

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

5) Revenue from technology is recognized on delivery and on a milestone
basis.

In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 summarizes the SEC's view in applying
generally accepted accounting principles to selected revenue recognition
issues. The effects, if any, of applying this guidance must be adopted
by SEC registrants no later than December 31, 2000 and must be reported
as a cumulative effect adjustment as of January 1, 2000, resulting from
a change in accounting principle. Restatement of previously reported
results of the earlier quarters of fiscal 2000, if necessary, is also
required. The adoption of SAB 101 did not have a material effect on the
Company's financial statements.

2. ACQUISITIONS

Systemsearch Consulting Services Inc. was acquired on January 2, 1997 for
$391,313. This amount was paid by the issuance of common stock and a cash
payment of $97,828. The purchase has been reflected as follows:

Consideration $ 391,313
Assumption of net liabilities 57,321
---------

Goodwill $ 448,634
=========

International Career Specialists Ltd. was acquired on January 1, 1998 for
$652,188. This amount was paid by the issuance of common stock and a cash
payment of $326,094. The purchase was reflected as follows:

Consideration $ 652,188
Assumption of net liabilities 198,409
---------

Goodwill $ 850,597
=========

The assets of Southport Consulting Company, a New Jersey corporation, were
acquired by Thinkpath.com Inc. in a transaction effective October 31, 1998.
The consideration for the acquisition was as follows:

Cash $ 50,000
Shares 200,000
---------

$ 250,000
=========

The assets acquired are valued as follows:

Software $ 130,000
Office furniture and equipment 20,000
Other assets 100,000
---------

$ 250,000
=========

F-7

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

Cad Cam Inc. and its subsidiaries Cad Cam of Michigan Inc., Cad Cam
Technical Services Inc., and Cad Cam Integrated Systems Inc. was acquired
on September 16, 1999 for $6,000,000. This amount was paid as follows:
$2,000,000 paid in cash and $500,000 in common stock on the date of
closing. The balance consists of three notes payable totaling $2,500,000
(note 11a) and $1,000,000 in the form of common stock to be issued with the
final note payable (note 12b).

The assets acquired are valued as follows:

Current assets $ 2,468,029

Fixed assets 2,267,539

Other assets 817,004

Liabilities assumed (5,071,430)
Consideration (6,000,000)
-----------

Goodwill $ 5,518,858
===========

MicroTech Professionals Inc. was acquired effective April 1, 2000 for
$4,500,000.The amount will be paid in two installments, based on certain
requirements to be met by MicroTech Professionals Inc. First Installment:
133,333 common stock issued on closing, $1,250,000 cash paid on closing,
$750,000 3 year promissory note bearing interest at1/2% above prime paid
semi-annually issued on closing. Second Installment: $625,000 in common
stock, $875,000 cash, $500,000 3-year promissory note bearing interest
at1/2% above prime paid semi-annually.

The net acquired assets are valued as follows:

Current assets $ 1,769,478

Other assets 850,000

Fixed assets 104,851

Liabilities assumed (1,073,527)
Consideration including (4,660,000)
acquisition costs -----------

Goodwill $ 3,009,198
===========

F-8

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

3. POOLING OF INTEREST

a) Effective January 1, 2000. Thinkpath.com Inc. entered into a merger
and acquisition agreement with ObjectArts Inc. and its subsidiary
ObjectArts (US) Inc. ObjectArts (US) Inc., was merged with IT Staffing
New York Ltd., an inactive subsidiary of Thinkpath.com Inc. In
exchange for all of the outstanding shares of ObjectsArts Inc., the
company issued 527,260 common stock.

b) On November 15, 2000, Thinkpath.com Inc. combined with TidalBeach
Inc., and in exchange for all of the outstanding shares of TidalBeach
Inc., issued 250,000 common stock. For the nine months ended
September 30, 2000 TidalBeach Inc. had revenues of $543,967 and net
income of $156,436.

4. LONG-TERM INVESTMENTS

Long-term investments are represented by the following:

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

The company acquired shares of Conexys Corporation Limited, an Application
Service Provider (ASP) of Unified Communications, worth $667,511 in
consideration of services rendered. Conexys is traded on the Bermuda Stock
Exchange (BSX) under the symbol CXYS.BH.

The company acquired 1,125,000 shares of Digital Cement, representing
approximately 4% of that company's shares in consideration of the
co-licensing of SecondWave, software developed by TidalBeach Inc., a
wholly-owned subsidiary of Thinkpath.com Inc. The value of these shares is
approximately $507,865.

The company acquired shares of Lifelogix Inc., a provider of human stress
and emotion management systems and solutions, worth $103,968. Under the
terms of the agreement, Thinkpath will share with LifeLogix the source code
for SecondWave, Thinkpath's proprietary adaptive web software product. In
exchange for the code, Thinkpath will receive an approximate 20% equity
stake in LifeLogix.

F-9

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

5. CAPITAL STOCK

a) Authorized

15,000,000 Common stock, no par value
1,000,000 Preferred stock, issuable in series, rights to be
determined by the Board of Directors

b) Issued

2001 2000
$ $

14,346,609 Common stock (11,915,138 in 2000) 24,670,137 16,859,238
-- Preferred stock (1,800 in 2000) -- 5,994,479
Common stock payable -- 751,788
---------- ---------

24,670,137 23,605,505
========== ==========

During the three months ended March 31, 2001, the Company issued 555,632
shares of its common stock in consideration of $400,000 cash received
and $30,632 in legal fees.

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 a warrant to purchase up
to 100,000 shares of its common stock, which warrant was issued to a
certain investor in our April 2000 private placement offering of Series
B 8% Cumulative Preferred Stock, so that such warrant is 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 a warrant 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
to KSH Investment Group Inc. for investment banking services rendered.
In February 2001, 150,000 of such warrants were exercised by KSH
Investment Group, the placement agent in the Company's August 2000
private placement offering. As partial consideration for the exercise of
such warrants, the Company issued to certain affiliates of the placement
agent, warrants to purchase an aggregate of 315,000 shares of our common
stock at an exercise price of $1.50 per share. The 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.

F-10

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

d) Options

On March 14, 2001, the Company repriced 100,000 options belonging to
Roger W. Walters to $1.00 per share in consideration of debt forgiveness
of $75,000 and restructuring of debt totaling $250,000 on the notes
payable to Mr. Walters in connection with the Company's purchase of Cad
Cam, Inc. The options shall be exercisable during the period April 1,
2001 to April 4, 2004.

6. RESTRUCTURING CHARGE

During the three months ended March 31, 2001, the Company recorded a
restructuring charge of $ 294,094 as a result of certain of the Company's
actions to better align its cost structure with expected revenue growth
rates. The restructuring charge includes severance paid to employees of
branch offices which were closed last year.

7. OTHER EXPENSES

Other expense is represented by the following:

Restructuring (note 6) 294,095
Financing Costs 556,782
---------
850,877
=========

8. COMPREHENSIVE INCOME

The Company has adopted Statement of Financial Accounting Standards No. 130
Reporting Comprehensive Income and its components in the financial
statements. However, it does not affect net income or stockholders' equity.
The components of comprehensive income are as follows:

2001 2000

$ $

Net (income) loss (603,408) 97,186
Other comprehensive loss (625,680) 155,407
---------- -------

Comprehensive income (loss) (1,229,088) 252,593
========== =======

F-11

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

The components of accumulated other comprehensive income (loss) are as
follows:

Accumulated other comprehensive losses, December 31, 2000 (653,547)

Change in value of marketable securities
Foreign currency translation adjustments for the period ended (1,735)
March 31, 2001 (601,673)
-----------

Accumulated other comprehensive losses March 31, 2001 $(1,256,955)
===========

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.

9. SUBSEQUENT EVENTS

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.

F-12

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

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.

At December 31, 2000, 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 Company received a letter
from BDC indicating their continued support of the company and confirmation
that the loans presently outstanding will not be called. In addition, BDC
indicated their intention to grant a principal repayment deferral and
accordingly, certain loan amounts were reclassified from current to
long-term.

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.

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 (860,125) (336,445)
United States of America 234,445 433,641
---------- ----------
(625,680) 97,196
========== ==========

F-13

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

c) Identifiable Assets by Geographic Area

Three Months Twelve Months
Ended Ended
March 31, December 31,
2001 2000
$ $
Canada 9,084,394 8,979,711
United States 16,159,093 16,706,229
---------- ----------
25,243,487 25,685,940
========== ==========

d) 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.

e) Purchases from Major Suppliers

There were no significant purchases from major suppliers.

F-14

THINKPATH.COM INC.

(FORMERLY IT STAFFING LTD.)

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2000 AND DECEMBER 31, 1999

TOGETHER WITH AUDITORS' REPORT

(AMOUNTS EXPRESSED IN US DOLLARS)

F-15

REPORT OF INDEPENDENT AUDITORS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF THINKPATH.COM INC.

We have audited the accompanying consolidated balance sheets of Thinkpath.com
Inc. (incorporated in Canada) as of December 31, 2000 and 1999 and the related
consolidated statements of income, cash flows and changes in stockholders'
equity for the years ended December 31, 2000 and 1999. These consolidated
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, these consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Thinkpath.com Inc. as of December 31, 2000 and 1999 and the consolidated results
of its operations and its cash flows for the years ended December 31, 2000 and
1999 in conformity with generally accepted accounting principles in the United
States of America.

Since the accompanying financial statements have not been prepared and audited
in accordance with generally accepted accounting principles and standards in
Canada, they may not satisfy the reporting requirements of Canadian statutes and
regulations.

Schwartz Levitsky Feldman LLP
Chartered Accountants

Toronto, Ontario
March 30, 2001, except for Note 20 which is as of June 6, 2001

F-16

THINKPATH.COM INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31
(AMOUNTS EXPRESSED IN US DOLLARS)

(Restated)
2000 1999
---- ---------

$ $
ASSETS
CURRENT ASSETS

Cash -- 1,904,588
Short-term investments -- 383,146
Accounts receivable 7,857,999 5,945,659
Inventory 93,670 50,004
Income taxes receivable 358,436 47,807
Prepaid expenses 335,930 435,022
---------- ---------

8,646,035 8,766,226

CAPITAL ASSETS 3,596,759 3,366,785

GOODWILL 8,585,290 6,985,436

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

DUE FROM RELATED PARTY -- 211,313

LONG-TERM RECEIVABLE 83,450 --

OTHER ASSETS 1,812,889 1,216,111

Deferred income taxes 1,643,426 --
---------- ---------

25,685,940 20,545,871
========== ==========

APPROVED ON BEHALF OF THE BOARD

Declan A. French Kelly L. Hankinson
Chairman and CEO Secretary/Treasurer and CFO

F-17

THINKPATH.COM INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31
(AMOUNTS EXPRESSED IN US DOLLARS)
(Restated)
2000 1999
---- ---------

$ $
LIABILITIES
CURRENT LIABILITIES

Bank indebtedness 5,061,410 4,435,199
Accounts payable 3,822,984 3,201,186
Income taxes payable -- 159,830
Deferred revenue 219,308 --
Current portion of long-term debt 946,131 1,051,275
Current portion of notes payable 1,683,333 1,300,000
---------- ----------

11,733,166 10,147,490

DEFERRED INCOME TAXES -- 99,472

LONG-TERM DEBT 760,313 562,126

NOTES PAYABLE 1,641,667 1,150,000
---------- ----------

14,135,146 11,959,088
---------- ----------

CONTINGENCIES AND COMMITMENTS (Note 19)

STOCKHOLDERS' EQUITY

CAPITAL STOCK (Note 12) 23,605,505 8,870,874

DEFICIT (11,401,164) (261,950)

OTHER COMPREHENSIVE INCOME, NET OF TAX

Adjustments to market value 76,548 --
Cumulative translation adjustment (730,095) (22,141)
---------- ----------

11,550,794 8,586,783
---------- ----------

25,685,940 20,545,871
========== ==========

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

F-18

THINKPATH.COM INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31
(AMOUNTS EXPRESSED IN US DOLLARS)
(Restated)
2000 1999
---- ---------

$ $

REVENUE 44,325,780 27,032,435

COST OF CONTRACT SERVICES 26,182,828 16,362,475
----------- -----------

GROSS PROFIT 18,142,952 10,669,960

Gain on investments -- 252,708
Other Income 259,532 --
----------- -----------

18,402,484 10,922,668
----------- -----------
EXPENSES
Administrative 7,373,687 5,458,999
Selling 7,672,616 4,330,410
Financial 487,253 (25,290)
----------- -----------

15,533,556 9,764,119
----------- -----------

INCOME BEFORE INTEREST, AMORTIZATION, UNDERNOTED
ITEMS AND INCOMES TAXES 2,868,928 1,158,549
----------- -----------

Interest 776,637 330,040
Depreciation and amortization 1,763,208 746,743
----------- -----------

2,539,845 1,076,783

INCOME BEFORE UNDERNOTED ITEM AND INCOMES TAXES 329,083 81,766

Other expenses (Note 14) 9,817,072 --
----------- -----------

INCOME (LOSS) BEFORE INCOME TAXES (9,487,989) 81,766

Income taxes (recovery) (1,189,672) 87,089
----------- -----------

NET LOSS (8,298,317) (5,323)

PREFERRED SHARE DIVIDENDS (2,840,897) (138,000)
----------- -----------

NET LOSS AFTER PREFERRED SHARE DIVIDENDS (11,139,214) (143,323)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
STOCK OUTSTANDING - BASIC & FULLY DILUTED 5,296,442 3,194,018
=========== ===========
LOSS PER WEIGHTED AVERAGE COMMON STOCK
AFTER PREFERRED DIVIDENDS - BASIC & FULLY DILUTED (2.10) (0.04)
=========== ===========

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

F-19

THINKPATH.COM INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31
(AMOUNTS EXPRESSED IN US DOLLARS)

A B $ $ $ $
Balance as of

December 31, 1998
(Restated) 2,495,135 -- -- 1,792,944 (118,627) (139,026) --

Issuance of common stock 1,370,767 -- -- 4,787,788 -- -- --

Common stock payable -- -- -- 1,000,000 -- -- --

Issuance of preferred stock -- 15,000 -- 1,152,142 -- -- --

Foreign currency translation -- -- -- -- -- 116,885 --

Dividends on preferred stock -- -- -- 138,000 (138,000) -- --

Net income for the year -- -- -- -- (5,323) -- --
--------- ------- ------ ----------- -------- --------- ---------

Balance as of
December 31, 1999
(Restated) 3,865,902 15,000 -- 8,870,874 (261,950) (22,141) --

Issuance of preferred
stock -- 7,500 1,500 2,287,980 -- -- --

Issuance of common stock 2,821,782 -- -- 5,394,766 -- -- --

Common stock issued in
consideration
of services
and investment 3,533,111 -- -- 4,883,740 -- -- --
Dividends on preferred
stock -- -- -- 2,416,357 (2,840,897) -- --

Common stock payable -- -- -- 751,788 -- -- --

Conversion of preferred
stock to common stock 1,694,343 (21,450) (750) -- -- -- --

Reduction in common stock
payable -- -- -- (1,000,000) -- -- --

Foreign currency translation -- -- -- -- -- (707,954) --

Adjustment to market value -- -- -- -- -- -- 76,548

Net loss for the year -- -- -- -- (8,298,317) -- --

---------- ------- ------ ----------- ---------- -------- -------
Balance as of
December 31, 2000 11,915,138 1050 750 23,605,505 (11,401,164) (730,095) 76,548
========== ======= ====== =========== ========== ======== =======

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

F-20

THINKPATH.COM INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
(AMOUNTS EXPRESSED IN US DOLLARS)

(Restated)
2000 1999
---- ---------

$ $
Cash flows from operating activities:

Net loss (8,298,317) (5,323)
---------- --------
Adjustments to reconcile net loss
to net cash (used in)
provided by operating activities:
Amortization 1,763,208 746,743
Gain on investment -- (237,578)
Write off of goodwill 810,374 --
Write off investment 2,433,700 --
Common stock payable for service 67,000 --
Decrease (increase) in accounts receivable (142,862) (2,841,510)
Decrease (increase) in prepaid expenses 99,092 (225,549)
Increase in accounts payable (451,729) 925,060
Increase in income taxes payable (receivable) (470,459) 32,969
Increase in deferred income taxes (1,742,898) 72,333
Increase in inventory (43,666) --
Increase in deferred revenue 219,308 --
Common stock issued for services 3,060,288 --
Long term investment received for services (932,927) --
---------- --------
Total adjustments 4,668,429 (1,527,532)
---------- --------
Net cash used in operating activities (3,629,888) (1,532,855)
---------- --------
Cash flows from investing activities:
Purchase of capital assets (2,166,162) (907,074)
Purchase of other assets -- (942,087)
Cash payment for subsidiaries (1,410,000) (1,985,732)
Acquisition of shares in non-related company -- (236,819)
Increase in long-term receivable (83,450) --
---------- --------
Net cash used in investing activities (3,659,612) (4,071,712)
---------- --------
Cash flows from financing activities:
Cash (paid) on notes payable (1,053,174) (65,569)
Cash (paid) on long-term debt (187,281) (241,495)
Cash received on long-term debt 1,106,536 --
Proceeds from issuance of common stock 3,237,866 4,281,804
Proceeds from issuance of preferred stock 2,287,980 1,119,186
Increase in bank indebtedness 626,211 2,364,010
---------- --------
Net cash provided by financing activities 6,018,138 7,457,936
---------- --------

Effect of foreign currency exchange rate changes (633,226) 51,219
---------- --------

Net increase (decrease) in cash and cash equivalents (1,904,588) 1,904,588
Cash and cash equivalents
Beginning of year 1,904,588 --
---------- --------
End of year -- 1,904,588
========== =========

Interest paid 776,637 325,952
========== =========

Income taxes paid 435,089 --
========== =========
See Note 17 for Supplemental Cash Flow Information

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

F-21

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Change of Name
The company changed its name to Thinkpath.com Inc. on February 24,
2000.

b) Principal Business Activities
Thinkpath.com Inc. is an information technology and engineering
services company which, along with its subsidiaries Systemsearch
Consulting Services Inc., International Career Specialists Ltd., Cad
Cam Inc., Cad Cam of Michigan Inc., Cad Cam Integrated Manufacturing
Services Inc. and Cad Cam Technical Services Inc., 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.

c) Basis of consolidated financial statement presentation
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.

d) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, amounts to banks, and
any other highly liquid investments purchased with a maturity of three
months or less. The carrying amount approximates fair value because of
the short maturity of those instruments.

e) Other Financial Instruments
The carrying amount of the company's other financial instruments
approximate fair value because of the short maturity of these
instruments or the current nature of interest rates borne by these
instruments.

f) Long-Term Financial Instruments
The fair value of each of the company's long-term financial assets and
debt instruments is based on the amount of future cash flows
associated with each instrument discounted using an estimate of what
the company's current borrowing rate for similar instruments of
comparable maturity would be.

g) Capital Assets
Property and equipment are recorded at cost and are amortized over the
estimated useful lives of the assets principally using the declining
balance method.

The company's policy is to record leases, which transfer substantially
all benefits and risks incidental to ownership of property, as
acquisition of assets and to record the occurrences of corresponding
obligations as long-term liabilities. Obligations under capital leases
are reduced by rental payments net of imputed interest.

h) 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.

F-22

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 as described
in note 13 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.

i) Inventory
Inventory is valued at the lower of cost and the net realizable value.

j) Revenue
1) Revenue from outsourcing is recognized on a milestone basis.
2) Revenue from contract placements is recognized as services are
performed.
3) Revenue from permanent placements is recognized upon candidates'
acceptance of employment.
4) Revenue from training is recognized on delivery.
5) Revenue from technology is recognized on delivery and on a
milestone basis.

In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue
Recognition in Financial Statements." SAB 101 summarizes the SEC's
view in applying generally accepted accounting principles to selected
revenue recognition issues. The effects, if any, of applying this
guidance must be adopted by SEC registrants no later than December 31,
2000 and must be reported as a cumulative effect adjustment as of
January 1, 2000, resulting from a change in accounting principle.
Restatement of previously reported results of the earlier quarters of
fiscal 2000, if necessary, is also required. The adoption of SAB 101
did not have a material effect on the Company's financial statements.

k) Goodwill
Goodwill representing the cost in excess of the fair value of net
assets acquired is being amortized on a straight-line basis over a
thirty-year period. The company calculates the recoverability of
goodwill on a quarterly basis by reference to estimated undiscounted
future cash flows.

l) Income Taxes
The company accounts for income tax under the provision of Statement
of Financial Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial
statement or tax returns. Deferred income taxes are provided using the
liability method. Under the liability method, deferred income taxes
are recognized for all significant temporary differences between the
tax and financial statement bases of assets and liabilities.

Effects of changes in enacted tax laws on deferred tax assets and
liabilities are reflected as adjustments to tax expense in the period
of enactment. Deferred tax assets may be reduced, if deemed necessary
based on a judgmental assessment of available evidence, by a valuation
allowance for the amount of any tax benefits which are more likely,
based on current circumstances, not expected to be realized

m) Foreign Currency
Assets and liabilities recorded in foreign currencies are translated
at the exchange rate on the balance sheet date. Translation
adjustments resulting from this process are charged or credited to
other comprehensive income. Revenue and expenses are translated at
average rates of exchange prevailing during the year. Gains and losses
on foreign currency transactions are included in financial expenses.

F-23

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

n) Use of Estimates
The preparation of consolidated financial statements in conformity
with generally accepted accounting principles in the United States of
America requires management to make estimates and assumptions that
affect certain reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates. These estimates are reviewed periodically and as
adjustments become necessary, they are reported in earnings in the
period in which they become known.

o) Long-Lived Assets
On January 1, 1996, the company adopted the provisions of SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. SFAS No. 121 requires that
long-lived assets be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Management
used its best estimate of the undiscounted cash flows to evaluate the
carrying amount and have reflected the impairment.

p) Comprehensive Income
In 1999, the company adopted the provisions of SFAS No. 130 "Reporting
Comprehensive Income". This standard requires companies to disclose
comprehensive income in their financial statements. In addition to
items included in net income, comprehensive income includes items
currently charged or credited directly to stockholders' equity, such
as the changes in unrealised appreciation (depreciation) of securities
and foreign currency translation adjustments.

q) Accounting for Stock-Based Compensation
In December 1995, SFAS No. 123, Accounting for Stock-Based
Compensation, was issued. It introduces the use of a fair value-based
method of accounting for stock-based compensation. It encourages, but
does not require, companies to recognize stock-based compensation
expenses to employees based on the new fair value accounting rules.
Companies that choose not to adopt the new rules will continue to
apply the existing accounting rules continued in Accounting Principles
Board Option No. 25, Accounting for stock issued to employees.
However, SFAS No. 123 requires companies that choose not to adopt the
new fair value accounting rules to disclose pro forma net income and
earnings per share under the new method. SFAS No. 123 is effective for
financial statements for fiscal years beginning after December 31,
1995. The company has adopted the disclosure provisions of SFAS No.
123.

r) Recent Pronouncements
In June 1998 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities" which
was amended by SFAS No. 138 and became effective on January 1, 2001.
This statement requires that an entity recognizes all derivatives as
either assets or liabilities and measure those instruments at fair
value. If certain conditions are met, a derivative may be specifically
designated as a hedge. The accounting for changes in the fair value of
a derivative depends on the intended use of the derivative and the
resulting designation. The adoption of this standard will not have a
material impact on the consolidated financial statements of the
company.

F-24

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

In September 2000, the FASB issued SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Asset and Extinguishments of
Liabilities. SFAS No. 140 provides accounting and reporting standards
for transfers and servicing of financial assets and extinguishments of
liabilities. It is effective for transfers and servicing of financial
assets and extinguishments of liabilities occurring after March 31,
2001 and is effective for recognition and reclassification of
collateral and for disclosures relating to securitization transactions
and collateral for fiscal years ending after December 15, 2000. The
Company does not believe that this statement will materially impact
its results of operations.

s) Advertising Costs
Advertising costs are expensed as incurred. Advertising expense was
$444,816 in 2000, and $357,348 in 1999.

2. ACQUISITIONS

Systemsearch Consulting Services Inc. was acquired on January 2, 1997
for $391,313. This amount was paid by the issuance of common stock and
a cash payment of $97,828. The purchase has been reflected as follows:

Consideration $ 391,313
Assumption of net liabilities 57,321
---------

Goodwill $ 448,634
=========

International Career Specialists Ltd. was acquired on January 1, 1998
for $652,188. This amount was paid by the issuance of common stock and
a cash payment of $326,094. The purchase was reflected as follows:

Consideration $ 652,188
Assumption of net liabilities 198,409
---------

Goodwill $ 850,597
=========

The assets of Southport Consulting Company, a New Jersey corporation,
were acquired by Thinkpath.com Inc. in a transaction effective October
31, 1998. The consideration for the acquisition was as follows:

Cash $ 50,000
Shares 200,000
---------

$ 250,000
=========

The assets acquired are valued as follows:

Software $ 130,000
Office furniture and equipment 20,000
Other assets 100,000
---------

$ 250,000
=========

F-25

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

Cad Cam Inc. and its subsidiaries Cad Cam of Michigan Inc., Cad Cam
Technical Services Inc., and Cad Cam Integrated Systems Inc. was
acquired on September 16, 1999 for $6,000,000. This amount was paid as
follows: $2,000,000 paid in cash and $500,000 in common stock on the
date of closing. The balance consists of three notes payable totalling
$2,500,000 (note 11a) and $1,000,000 in the form of common stock to be
issued with the final note payable (note 12b).

The assets acquired are valued as follows:

Current assets $ 2,468,029

Fixed assets 2,267,539

Other assets 817,004

Liabilities assumed (5,071,430)
Consideration (6,000,000)
-----------

Goodwill $ 5,518,858
===========

MicroTech Professionals Inc. was acquired effective April 1, 2000 for
$4,500,000.The amount will be paid in two installments, based on
certain requirements to be met by MicroTech Professionals Inc. First
Instalment: 133,333 common stock issued on closing, $1,250,000 cash
paid on closing, $750,000 3 year promissory note bearing interest
at 1/2% above prime paid semi-annually issued on closing. Second
Instalment: $625,000 in common stock, $875,000 cash, $500,000 3-year
promissory note bearing interest at 1/2% above prime paid
semi-annually.

The net acquired assets are valued as follows:

Current assets $ 1,769,478

Other assets 850,000

Fixed assets 104,851

Liabilities assumed (1,073,527)
Consideration including
acquisition costs (4,660,000)
-----------

Goodwill $ 3,009,198
===========

F-26

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

3. POOLING OF INTEREST

4. LONG-TERM INVESTMENTS

Long-term investments are represented by the following:

Conexys $667,511
Digital Cement 507,865
Personal Stress 142,715
--------
Total $1,318,091

In the prior year, $383,146 of the Conexys investment was included as
a short-term investment as the company had intended to sell these
shares on the open market. This investment is now currently being
reflected in long-term investments as the company has opted to hold on
to these shares. During the course of the year, the company acquired
additional shares of Conexys worth approximately $427,080 in
consideration of services rendered.

On March 6, 2000, Thinkpath.com completed the acquisition of 80% of
E-Wink, Inc., a Delaware corporation, in consideration of: i) 300,000
shares of our common stock; and ii) warrants to purchase an aggregate
of 500,000 shares of our common stock at a price of $3.25 per share
for a period of five years. Effective December 31, 2000, Thinkpath.com
has written off the investment in E-Wink, Inc. The loss on this
investment has been included in the writedown of investments (note
14).

F-27

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

5. ACCOUNTS RECEIVABLE
2000 1999

$ $

Accounts receivable 8,316,832 6,578,621
Less: Allowance for doubtful accounts (458,833) (632,962)
--------- ---------

7,857,999 5,945,659
========= =========

6. CAPITAL ASSETS
2000 1999
------------------------------ --------
Accumulated
COST AMORTIZATION NET NET
$ $ $ $

Furniture and equipment 843,654 402,922 440,732 273,367
Computer equipment
and software 6,355,154 3,416,723 2,938,431 2,758,028
Leasehold improvements 432,698 215,102 217,596 335,390
--------- --------- --------- ---------

7,631,506 4,034,747 3,596,759 3,366,785
========= ========= ========= =========

Assets under capital lease 800,927 264,233 536,694 384,726
========= ========= ========= =========

Amortization for the year amounted to $1,267,857 ($439,620 in 1999).
Amortization includes amortization of assets under capital lease of
$136,487 ($120,434 in 1999).

7. GOODWILL

Goodwill is the excess of cost over the value of assets acquired over
liabilities assumed in the purchase of the following companies:
Systemsearch Consulting Services Inc., International Career
Specialists Inc., Cad Cam Inc., and MicroTech Professionals Inc.
Amortization for the year amount to $495,351 ($92,875 in 1999). During
the year goodwill was written down by $810,374 ($nil in 1999).
(Note 14)

F-28

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

8. OTHER ASSETS
2000 1999

$ $

Deferred development cost 1,153,445 652,291
Deferred financing costs 9,945 39,514
Deferred contract (net of accumulated amortization
of $300,000) 540,000 210,000
Deferred consulting fees (net of accumulated
amortization of $190,570) -- 190,556
Cash surrender value of life insurance 109,499 123,750
--------- ---------

1,812,889 1,216,111
========= =========

Amortization for the year amounted to $ 460,570 ($220,570 in 1999).

9. BANK INDEBTEDNESS

The companies have a line of credit with Bank One to a maximum of
$7,000,000, which bears interest at Canadian prime plus 1.5% per annum
and is secured by a general assignment of book debts, a general
security agreement and guarantees and postponements of claims by
various affiliated companies. The company's average interest rate on
short-term borrowings was 9%.

10. LONG-TERM DEBT

2000 1999

$ $

a) Included therein:

A Business Development Bank of Canada ("BDC") loan secured by a general
security agreement, payable in 40 equal monthly payments of $3,464 plus
interest of 11%. In addition Thinkpath.com Inc. shall pay interest monthly
by way of royalty of 0.018% per annum of Thinkpath.com Inc.'s actual annual
gross sales 130,182 176,678

A BDC loan, secured by a general security agreement, payable in 32 equal
monthly payments of $4,619 plus interest at the BDC base rate plus 4% per
annum. Currently the interest rate is 13.50%. In addition, Thinkpath.com
Inc. shall pay interest monthly by way of a royalty of 0.0426% per annum of
Thinkpath.com Inc.'s actual annual gross sales 142,428 203,248

A BDC loan, secured by a general security agreement, payable in 32 monthly
payments of $3,464 plus interest at the BDC base rate plus 4% per annum.
Currently, the interest rate is 13.50%. In addition Thinkpath.com Inc.
shall pay interest monthly by way of royalty of 0.0198% per annum of its
actual gross annual sales 106,816 152,428

A BDC loan, secured by a general security agreement, payable in 7 remaining
monthly payments of $693 plus interest at the BDC operational interest rate
prime plus 5% per annum. Currently, the interest rate is 13.50% 4,673 13,164

F-29

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

A BDC loan, secured by a general security agreement, paid in full
November 25, 2000. - 7,621

A subordinated loan from Working Ventures. This loan was converted to
common shares in March 2000, as part of the purchase of ObjectArts Inc. - 772,485

A BDC loan, secured by a general security agreement payable in 31 remaining
monthly payments of $3,464 plus interest at the BDC operational interest
rate prime plus 1.25% per annum. Currently the interest rate is 10.75%. In
addition, Thinkpath.com Inc. shall pay interest monthly by way of royalty
of 0.09% per annum of Thinkpath.com Inc.'s projected annual gross sales 103,478 -

ABDC loan, secured by a general security agreement payable in 57 remaining
monthly payments of $1,005 plus interest at the BDC operational interest
rate prime plus 4% per annum. Currently the interest rate is 15.5% 57,079 -

A loan with Bank One payable in 31 remaining monthly Payments of $13,889
plus interest based on prime. Currently the interest is 8%. 430,000 -

Various capital leases with various payment terms and interest rates 731,788 287,777
--------- ---------

1,706,444 1,613,401

Less: Current portion 946,131 1,051,275
--------- ---------

$ 760,313 $ 562,126
========== =========

The BDC loan covenants have been breached and accordingly, the loan amounts
have been reclassified as current.

b) Future principal payments obligations are as follows:

2001 $ 908,656
2002 460,116
2003 266,662
2004 33,535
----------

$1,668,969
==========

c) Interest expense with respect to the long-term debt amounted to
$278,574 ($132,125 in 1999).

d) Pursuant to the BDC loan agreement, BDC has the option to acquire
22,125 common stock for an aggregate consideration of $1. The fair
market value of these shares at the time of issuance was $62,393
($2.82 share). The imputed discount on these options is being
amortized over the term of the loan as interest.

F-30

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

11. NOTES PAYABLE

2000 1999
$ $

a) Cad Cam Inc.
As part of the purchase of Cad Cam Inc. Thinkpath.com Inc.
owes the following amounts:

First note payable was issued on the closing date of the
Cad Cam Inc. acquisition, in the amount of $1,000,000.
This note is to be repaid in 20 quarterly instalments, with
interest at Canadian prime plus 0.5%, net of the amount of
$50,000 forgiven at year end. 700,000 950,000

The second note payable was issued on the closing date of the
Cad Cam Inc. acquisition, in the amount of $500,000. This is
to be repaid in 20 quarterly instalments, with interest at
Canadian prime plus 0.5%, net of the amount of $25,000
forgiven at year end. 375,000 500,000

The third note payable was issued on the closing date of
Cad Cam Inc. acquisition in the amount of $1,000,000. This
will be paid in quarterly instalments of $250,000, plus accrued
interest, during 2000. The repayment terms have been renegotiated
and the payment of $250,000 due on September 30, 2000 installment
has been extended. The majority of this amount is payable in 12
equal monthly payments of $20,833 in 2001, plus accrued interest
of 12%. 250,000 1,000,000

b) Microtech Professional Inc.
As part of the purchase of Microtech Professional Inc.
Thinkpath.com Inc. owes the following amounts:

First note payable bearing interest at 1/2% above prime
payable semi-annually over a three year term from closing 625,000 --

Second note payable bearing interest at 1/2% above prime payable
semi-annually over a three year term from one year after closing 500,000 --

Third note payable is due within 60 days of the completion of the
December 31, 2000 audit based on the Financial Statements of
Microtech with EBITA equal to or greater than $850,000 875,000 --
--------- ---------
3,325,000 2,450,000
Current portion of notes payable 1,683,333 1,300,000
--------- ---------

1,641,667 1,150,000
========= =========

F-31

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

c) Capital repayments

2001 1,683,333
2002 716,667
2003 591,667
2004 333,333
---------
3,325,000
=========

12. CAPITAL STOCK

a) Authorized

15,000,000 Common stock, no par value
1,000,000 Preferred stock, issuable in series,
rights to be determined by the Board of Directors

b) Issued

2000 1999

$ $

11,915,138 Common stock (3,865,902 in 1999) 16,859,238 6,580,732
1800 Preferred stock
(15,000 Series A
and B in 1999) 5,994,479 1,290,142
Common stock payable 751,788 1,000,000
---------- ---------

23,605,505 8,870,874
========== =========

On June 8, 1999, the company was successful in its Initial Public
Offering. 1,100,000 common stock were issued at an issuance price of
$5.00 per share. Net proceeds received, after all costs, was
$3,442,683. The company trades on Nasdaq under the trading symbol
"THTH". As part of the Initial Public Offering, the underwriters
exercised the over-allotment, resulting in 107,000 common stock being
issued for net proceeds of $465,000. Deferred costs of $1,351,365,
which were incurred as part of the completion of the Initial Public
Offering, have been applied against the proceeds raised by the
offering, and are included in the net proceeds.

On June 30, 1999, 163,767 common stock were issued in conjunction with
the acquisition of Cad Cam Inc., with a carrying value of $500,000.

During 2000, the company effected two acquisitions accounted for as
pooling of interest and therefore the capital stock of the company
outstanding at January 1, 1999 and December 31, 1999 have been
restated to reflect the aggregate capital stock and shareholder equity
amounts as follows:

F-32

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

# $

Original Balance as of December 31, 1998 1,717,875 1,448,368
Issuance of Shares for pooling of interest 777,260 344,576
--------- ---------

Revised Balance as of December 31, 1998 2,495,135 1,792,944
========= =========

As part of the acquisition of ObjectArts Inc., the company issued
196,800 common shares for a total consideration of $837,151 on the
conversion of debt to common shares.

On April 25, 2000, 133,333 common stock were issued for the purchase
of MicroTech Professionals Inc., for a total consideration of
$500,000.

On April 28, 2000, 300,000 common stock were issued for the purchase
of an investment held for re-sale called E-Wink Inc. for a total
consideration of $975,000.

On August 22, 2000, 1,063,851 shares of common stock were issued in a
private placement for net proceeds of $2,333,715.

During 2000, 3,533,111 common stock were issued for services rendered
totaling $3,060,288.

During 2000, 1,694,343 common stock were issued on the conversion of
Preferred Stock for aggregate paid in capital of $3,385,000.

The company has committed to issue 1,800,000 common shares of the
company in consideration of services rendered related to the
acquisition of various subsidiaries. These shares are included in
common stock issued in consideration of services in the amount of
$1,125,000.

On September 13, 2000, Thinkpath.com entered into an agreement with
Burlington Capital Markets Inc. to aid the company in further
acquisitions. A total of 500,000 common shares has been reflected as
issued for an aggregate cost of $767,500. In addition, the company
issued warrants to purchase an aggregate of 400,000 shares,
exercisable in whole or in part until 5 years from the date they can
first be exercised.

The common stock payable of $1,000,000 due on the Cad Cam Inc.
acquisition was settled by the issuance of 1,125,398 shares for an
amount of $742,200 and the transfer of assets with a value of
$257,800.

The common stock payable represents the final payments for MicroTech
Professionals Inc. ($625,000), settlement with an employee of Njoyn
($100,000), and dividends payable as preferred stock ($59,788). Common
Stock of Thinkpath Com Inc. will be issued for Cad Cam Inc. at the
prevailing market rate at the time of issuance. Common Stock of
Thinkpath.com Inc. will be issued for MicroTech Professionals at the
lower of $3.75 and the average of the last sale price as quoted on
NASDAQ for the 10 days prior to issuance. If the common stock payable
were to be converted at December 31, 2000 the number of common stock
to be issued would be 932,836.

F-33

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

c) Preferred Stock

On December 30, 1999, 15,000 shares of series A, 8% cumulative,
convertible, preferred stock, no par value were issued in a private
placement for gross proceeds of $1,500,000. The preferred stock are
convertible into common stock at the option of the holders under
certain conditions, at any time after the effective date of the
registration statement (see note 19). The conversion price will be
based on the trading price at December 30, 1999 or 80% of the average
of the ten trading days immediately preceding the conversion of the
respective shares of Series A, preferred stock. The stockholders of
the Series A, 8% cumulative, convertible stock are entitled to receive
preferential cumulative quarterly dividends in cash or shares at a
rate of 8% simple interest per annum on the stated value per share.
The intrinsic value of the conversion price at date of issue was
reflected as a dividend of $138,000.

At any time after the effective date of the registration statement,
Thinkpath.com Inc. has the option to redeem any or all of the shares
of Series A, 8% cumulative, convertible, preferred stock by paying to
the holders a sum of money equal to 135% of the stated value of the
aggregate of the shares being redeemed if the conversion price is less
than $2.00.

Thinkpath.com Inc. holds the option to cause the investors in the
December 30, 1999 placement offering to purchase an additional
$500,000 worth of Series A, 8% cumulative, convertible, preferred
stock upon the same terms as described above. This right was exercised
in July, 2000.

As part of the Cad Cam Inc. and the ObjectArts Inc. acquisitions
60,000 common stock will be issued to a related party in lieu of
payment for services rendered. This common stock will be issued at the
prevailing market rate on date of issuance.

On April 16, 2000, 2,500 shares of Series A, 8% cumulative,
convertible, preferred stock, no par value were issued in a private
placement for gross proceeds of $250,000. The proceeds have been
reduced by any issue expenses.

On April 16, 2000, 1,500 shares of Series B, 8% cumulative,
convertible, preferred stock, no par value were issued in a private
placement for gross proceeds of $1,500,000. The proceeds have been
reduced by any issue expenses.

On July 7, 2000, 5000 shares of series A, 8% cumulative, convertible,
preferred stock, no par value were issued in a private placement for
gross proceeds of $500,000. The proceeds have been reduced by any
issue expenses.

The preferred stock are convertible into common stock at the option of
the holders under certain conditions, at any time after the effective
date of the registration statement. As of December 31, 2000, 1,050
Series A preferred stock and 750 Series B preferred stock have not yet
been converted into common stock.

F-34

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

d) Warrants

On December 30, 1999, 475,000 warrants were issued in conjunction with
the private placement of the Series A, preferred stock. They are
exercisable at any time and in any amount until December 30, 2004 at a
purchase price of $3.24 per share.

In connection with the Initial Public Offering, the underwriters
received 100,000 warrants. They are exercisable at a purchase price of
$5.00 per share.

On April 16, 2000, we issued 50,000 warrants in connection with a
private placement of Series A stock. The warrants were issued at a
price of $3.71 and expires April 16, 2005.

In connection with the private placement of Series B preferred stock
100,000 warrants were issued. They are exercisable at a purchase price
of $3.58. Also in connection with the private placement of the Series
A preferred stock 150,000 warrants were issued. They are exercisable
at a purchase price of $3.30.

In 2000, in connection with the purchase of the investment in E-Wink
500,000 warrants were issued. They are exercisable at a purchase price
of $3.25 and expire March 6, 2005.

e) Stock Options

The company has outstanding stock options issued in conjunction with
its long-term financing agreements for 22,125 common stock (see note
12) and additional options issued to a previous employee of the
company for 200,000 shares exercisable at $2.10.

An additional 250,000 options to purchase shares of the company were
issued to related parties. The options are exercisable at $3.19.

In connection with the acquisition of Cad Cam Inc. 100,000 options to
purchase shares of the company were delivered in quarterly
instalments, starting January 1, 2000. The exercise amounts ranged
from $2.12 to $3.25. The exercise price was amended to $1.00 and these
options will be exercisable between April 1, 2001 to 2004.

In July 1999, the directors of the company adopted and the
stockholders approved the adoption of the company's 1999 Stock Option
Plan.

The plan will be administrated by the Compensation Committee or the
Board of Directors, which will determine among other things, those
individuals who shall receive options, the time period during which
the options may be partially or fully exercised, the number of common
stock issuable upon the exercise of the options and the option
exercise price.

F-35

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

The plan is effective for a period of ten years, expiring in 2008.
Options to acquire 435,000 common stock may be granted to officers,
directors, consultants, key employees, advisors and similar parties
who provide their skills and expertise to the company. Options granted
under the plan may be exercisable for up to ten years, generally
require a minimum three year vesting period, and shall be at an
exercise price all as determined by the Board of Directors, provided
that the exercise price of any options may not be less than the fair
market value of the common stock on the date of the grant. Options are
non-transferable, and are exercisable only by the participant (or by
his or her guardian or legal representative) during his or her
lifetime or by his or her legal representatives following death.

If a participant ceases affiliation with the company by reason of
death, permanent disability or retirement at or after age 65, the
option remains exercisable for one year from such occurrence but not
beyond the option's expiration date. Other types of termination allow
the participant 90 days to exercise the option, except for termination
for cause which results in immediate termination of the option.

Any unexercised options that expire or that terminate upon an
employee's ceasing to be employed by the company become available
again for issuance under the plan, subject to applicable securities
regulation.

The plan may be terminated or amended at any time by the Board of
Directors, except that the number of common stock reserved for
issuance upon the exercise of options granted under the plan may not
be increased without the consent of the stockholders of the company.

OPTIONS
-------

Options outstanding at January 1, 2000 472,625

Options granted to key employees and directors 924,500
---------

Options outstanding at December 31, 2000 1,397,125
=========

As all options granted are exercisable between $2.10 and fair market
value, which either approximates the grant-date fair value of the
options or is greater than the grant-date fair value of the options
granted, no stock-based compensation has been recognized for these
options.

In May 2000, the directors of the company adopted and the stockholders
approved the adoption of the company's 2000 Stock Option Plan. The
plan provides for 435,000 options at an exercise price of $3.25 per
share. The options vest over a three-year period and expire May 9,
2005. Under this plan, 130,000 options have been granted

An additional 260,000 options to purchase shares of the company were
issued to related parties in December 2000. The options are
exercisable at $0.70 and expire December 2003.

F-36

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

13. RESTRUCTURING CHARGE

During the fourth quarter of fiscal 2000, the Company recorded a
restructuring charge 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 (shown below in
tabular format) primarily relate to the elimination of job
responsibilities for the development of certain proprietary software
and the closure of one training location, resulting in costs to sever
employees and related asset write-downs and lease abandonments related
to the affected employees and the cancellation of certain
non-strategic long-term employment contracts.

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. The reserve balance is included in.
Detail of the restructuring charge is as follows;

Description Cash/non-cash Restructuring Activity Reserve balance
Charge December 31, 2000

Elimination of Job
Responsibilities

Severance packages Cash 546,587 93,774 452,813
Lease cancellations & Cash 138,516 19,990 118,526
------- ------ -------
Commitments 685,103 113,764 571,339
======= ======= =======

14. OTHER EXPENSES

The other expense is represented by the following:

Writedown of Investment in E-Wink 2,811,422
Research, development and branding 1,055,038
Restructuring (note 13) 685,103
Writedown of goodwill
and acquisition costs 5,265,509
---------

9,817,072
=========

15. DEFERRED INCOME TAXES AND INCOME TAXES

a) Deferred Income Taxes

The components of the future tax liability classified by source of
temporary differences that gave rise to the benefit are as follows:

F-37

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

2000 1999

$ $
Accounting amortization in excess of tax
amortization (190,000) (199,317)
Losses available to offset future income
taxes 1,465,157 413,783
Share issue costs 790,957 372,948
Adjustment cash to accrual method (413,688) (620,532)
Investment tax credit 201,000
--------- --------

1,853,426 (33,118)

Less: Valuation allowance 210,000 66,354
--------- --------

1,643,426 (99,472)
========= ========

As part of the acquisition of Cad Cam Inc., there was a change of
control which resulted in Cad Cam Inc. being required to change from
the cash method to the accrual method of accounting for income taxes.
At December 31, 2000 the company has non-capital losses available for
carry-forward of $998,320.

b) Current Income Taxes

Current income taxes consist of:
2000 1999

$ $

Amount calculated at Federal and
Provincial statutory rates (2,750,577) 27,458
---------- ---------

Increase (decrease) resulting from:
Permanent differences 1,454,784 11,579
Timing differences (103,879) 51,295
Valuation allowance 210,000 66,354
Loss carried back applied - (69,597)
---------- ---------

1,560,905 59,631
---------- ---------

Current income taxes (1,189,672) 87,089
========== =========

F-38

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

16. COMPREHENSIVE INCOME

The Company has adopted Statement of Financial Accounting Standards
No. 130 Reporting Comprehensive Income and its components in the
financial statements. However, it does not affect net income or
stockholders' equity. The components of comprehensive income are as
follows:

2000 1999

$ $

Net loss (8,298,317) (5,323)
Other comprehensive loss (631,406) 116,885
---------- -------

Comprehensive income (loss) (8,929,773) 111,562
========== =======

The components of accumulated other comprehensive income (loss) are
as follows:

Accumulated other comprehensive income, December 31, 1999 $(139,026)
Foreign currency translation adjustments for the year ended
December 31, 1999 116,885
---------

Accumulated other comprehensive losses, December 31, 1999 (22,141)

Change in value of marketable securities 76,548
Foreign currency translation adjustments for the year ended
December 31, 2000 (707,954)
--------

Accumulated other comprehensive losses December 31, 2000 $(653,547)
=========

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.

F-39

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

17. SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Thinkpath.com Inc. acquired all the capital stock of MicroTech
Professionals Inc. for $4,660,000. The acquisition was funded as
follows:

Fair Value of Assets acquired $ 1,769,478
Liabilities assumed (1,073,527)
Goodwill 3,009,198
Other assets acquired 850,000
Fixed assets acquired 104,851
Common stock payable (625,000)
Cash paid for Capital Stock (1,410,000)
Note Payable (2,125,000)
Common Stock Issued (500,000)
------------

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

During the year the company paid preferred dividends through the
issuance of common shares. A subordinated loan payable to Working
Ventures was converted into 196,800 common shares.

During the year the company acquired the shares of E-Wink in exchange
for 300,000 common shares.

18. TRANSACTIONS WITH RELATED COMPANIES

During 1999, Thinkpath.com Inc. charged its subsidiaries a one-time
set-up fee, and has continued to charge maintenance fees for the use
of Njoyn. These transactions have been eliminated upon
consolidation. Any set-up charges prior to the acquisition of Cad Cam
Inc. are reflected as part of the purchase price adjustment
calculation.

Thinkpath.com Inc. has entered into a consulting agreement with a
company, whereby this company performs tasks related to mergers,
acquisitions and the securing of financing. The company receives 3% of
gross proceeds. In connection with the placement of the Series A, 8%
cumulative, convertible, preferred stock, and for other services
rendered the said company received $69,000 in 1999. The managing
director of this company was the CFO of Thinkpath.com Inc. during
1999.

19. COMMITMENTS AND CONTINGENCIES

a) Lease Commitments

Minimum payments under operating leases for premises occupied by the
company and its subsidiaries offices, located throughout Ontario,
Canada and the United States, exclusive of most operating costs and
realty taxes, for the fiscal year end of December 31 for the next five
years are as follows:

F-40

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

2001 $866,745
2002 654,563
2003 428,993
2004 399,822
2005 455,648
--------

$2,805,771
==========

b) On December 14, 2000, Thinkpath.com entered into a consulting
agreement with Tsunami Trading Corp.d/b/a Tsunami Financial
Communications and International Consulting Group, pursuant to which
Tsunami and International Consulting Group are to provide financial
consulting services to us with respect to financing, and mergers and
acquisitions, etc. In consideration for the services to be rendered,
we: (a) issued an aggregate of 320,000 shares of our common stock to
the consultants as an advance fee, (b) agreed to pay a fee of 10% of
the consideration received by us upon the successful completion of any
transaction contemplated by the consulting agreement; and (c) agreed
to issue warrants to purchase our common stock in an amount equal to
2% of the equity sold and/or issued by us in any transactions
contemplated by the consulting agreement.

c) The company is party to various lawsuits arising from the normal
course of business. In management's opinion, the litigation will not
materially affect the company's financial position, results of
operations or cash flows. No material provision has been recorded in
the accounts for possible losses or gains. Should any expenditures 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.

20. SUBSEQUENT EVENTS

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.

b) On January 24, 2001, the company entered into 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 an option to purchase 400,000
shares of common stock at $1.00 per share and 100,000 shares at
$2.00 which expire January 24, 2005.

F-41

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

c) On January 26, 2001, the company: (i) repriced a warrant to purchase
up to 100,000 shares of the company's common stock, which warrant was
in connection to the April 2000 private placement offering of Series B
8% Cumulative Preferred Stock, so that such warrant is 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 the company's common stock, which warrants were issued to
the placement agent, certain financial advisors, and the placement
agent's counsel in connection to the 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 to KSH Investment Group Inc. for investment banking
services rendered, a warrant to purchase up to 250,000 shares of the
company's common stock exercisable at any time and in any amount until
January 26, 2006 at a purchase price of $1.50 per share. Such revised
exercise prices were equal to, or in excess of, the market price of
our common stock on the date of repricing.

d) On January 30, 2001, the company issued an additional 20,000 shares of
its common stock to International Consulting Group for financial
consulting services rendered pursuant to the December 14, 2000
consulting agreement between Tsunami Trading Corp. d/b/a Tsunami
Financial Communications, International Consulting Group and the
company.

e) 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 mandatorily
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 or
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.

f) At December 31, 2000, 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 Company
received a letter from BDC indicating their continued support of the
company and confirmation that the loans presently outstanding will not
be called.

g) 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.

h) On June 1, 2001, the Company entered into an investment banking
agreement with Banc One Capital Markets, Inc. in order to explore
various strategic initiatives on its behalf.

F-42

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

21. SEGMENTED INFORMATION

a) Sales by Geographic Area
2000 1999
$ $
Canada 15,663,140 16,601,717
United States of America 28,692,640 10,430,718
---------- ----------
44,325,780 27,032,435
========== ==========

b) Net Income by Geographic Area
2000 1999
$ $
Canada (6,499,859) (432,464)
United States of America (1,798,458) 427,141
---------- --------
(8,298,317) (5,323)
========== ========

c) Identifiable Assets by Geographic Area
2000 1999
$ $
Canada 8,979,711 7,880,965
United States 16,706,229 12,664,906
---------- ----------
25,685,940 20,545,871
========== ==========

d) Revenues from Major Customers

The consolidated entity had the following revenues from major
Customers:

2000 - No single customer consisted of more than 10% of the revenues.

1999 - No single customer consisted of more than 10% of the revenues.

e) Purchases from Major Suppliers

There were no significant purchases from major suppliers.

22. EARNINGS PER SHARE

The company has adopted Statement No. 128, Earnings Per Share, which
requires presentation, in the consolidated statement of income, of
both basic and diluted earnings per share.

F-43

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

2000 1999

$ $

Average common stock outstanding 5,296,442 3,194,018
Average common stock issuable -- --
--------- ---------

Average common stock outstanding
assuming dilution 5,296,442 3,194,018
========= =========

The outstanding options were not included in the computation of the
fully diluted earnings per common share as there was either no fixed
exercise price or the exercise price was greater than the average
market price of the common stock during the year.

The earnings per share calculation (basic and fully diluted) does not
include any common stock for common stock payable as the conversion
ratio is unknown.

23. STOCK BASED COMPENSATION

The company applies Accounting Principles Board Opinion No. 25,
"Accounting of Stock Issued to Employees" and related interpretation
in accounting for its stock option plans. Accordingly, no compensation
cost has been recognized for such plans. Had compensation cost been
determined, based on the fair value at the grant dates for options
granted during 2000 and 1999, consistent with the method of SFAS No.
123, "Accounting for Stock-Based Compensation," the Company's pro
forma net earnings and pro forma earnings per share for the years
ended December 31, 2000 and 1999 would have been as follows:

2000 AS 2000 1999 AS 1999
REPORTED PRO FORMA REPORTED PRO FORMA
-------- --------- -------- ---------

Net loss after preferred
share dividends (11,139,124) (11,667,812) (143,323) (207,195)
Basic and fully diluted
loss per share (2.10) (2.20) (0.04) (0.06)

The fair value of each option grant used for purposes of estimating
the pro forma amounts summarized above is estimated on the date of
grant using the Black-Scholes option price model with the weighted
average assumptions shown in the following table:

2000 GRANTS 1999 GRANTS
----------- -----------
Risk free interest rates 6.05% 5.81%
Volatility factors 100% 100%
Weighted average expected life 3.81 years 5 years
Weighted average fair value per share 2.40 3.19

F-44

THINKPATH.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

24. FINANCIAL INSTRUMENTS

a) Credit Risk Management

The company is exposed to credit risk on the accounts receivable from
its customers. In order to reduce its credit risk, the company has
adopted credit policies which include the analysis of the financial
position of its customers and the regular review of their credit
limits. In some cases, the company requires bank letters of credit or
subscribes to credit insurance.

b) Concentration of Credit Risk

The company does not believe it is subject to any significant
concentration of credit risk. Cash and short-term investments are in
place with major financial institutions, North American Government,
and major corporations.

c) Interest Risk

The long-term debt bears interest rates that approximate the interest
rates of similar loans. Consequently, the long-term debt risk exposure
is minimal.

d) Fair Value of Financial Instruments

The carrying value of the accounts receivable, short-term investment,
bank indebtedness, and accounts payable on acquisition of subsidiary
company approximates the fair value because of the short-term
maturities on these items.

The carrying amount of the long-term assets approximates the fair
value of these assets.

The fair value of the company's long-term debt is estimated on the
quoted market prices for the same or similar debt instruments. The
fair value of the long-term debt approximates the carrying value.

25. COMPARATIVE FIGURES

Certain figures in the 1999 financial statements have been
reclassified to conform with the basis of presentation used in 2000.

F-45

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Bylaws provide that we shall indemnify our directors and officers.
The pertinent section of Canadian law is set forth below in full. In addition,
we currently have officers' and directors' liability insurance.

See the second and third paragraphs of Item 28 below for information
regarding the position of the Securities and Exchange Commission with respect to
the effect of any indemnification for liabilities arising under the Securities
Act of 1933, as amended.

Section 136 of the Business Corporations Act (Ontario) provides as
follows:

(1) INDEMNIFICATION OF DIRECTORS. A corporation may indemnify a director or
officer of the corporation, a former director or officer of the
corporation or a person who acts or acted at the corporation's request
as a director or officer of a body corporate of which the corporation
is or was a shareholder or creditor, and his or her heirs and legal
representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably
incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is a party by
reason of being or having been a director or officer of such
corporation or body corporate, if,

(a) he or she acted honestly and in good faith with a view to the
best interests of the corporation; and

(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he or she
had reasonable grounds for believing that his or her conduct
was lawful.

(2) IDEM. A corporation may, with the approval of the court, indemnify a
person referred to in subsection (1) in respect of an action by or
behalf of the corporation or body corporate to procure a judgment in
its favor, to which the person is made a party by reason of being or
having been a director or an officer of the corporation or body
corporate, against all costs, charges and expenses reasonably incurred
by the person in connection with such action if he or she fulfils the
conditions set out in clauses (1)(a) and (b).

(3) IDEM. Despite anything in this section, a person referred to in
subsection (1) is entitled to indemnity from the corporation in respect
of all costs, charges and expenses reasonably incurred by him in
connection with the defense of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of
being or having been a director or officer of the corporation or body
corporate, if the person seeking indemnity;

(a) was substantially successful on the merits in his or her
defense of the action or proceeding; and

(b) fulfills the conditions set out in clauses (1)(a) and (b).

(4) LIABILITY INSURANCE. A corporation may purchase and maintain insurance
for the benefit of any person referred to in subsection (1) against any
liability incurred by the person,

(a) in his or her capacity as a director of the corporation,
except where the liability relates to the person's failure to
act honestly and in good faith with a view to the best
interests of the corporation; or

(b) in his or her capacity as a director or officer of another
body corporate where the person acts or acted in that capacity
at the corporation's request, except where the

II-1

liability relates to the person's failure to act honestly and
in good faith with a view to the best interests of the body
corporate.

(5) APPLICATION TO COURT. A corporation or a person referred to in
subsection (1) may apply to the court for an order approving an
indemnity under this section and the court may so order and make any
further order it thinks fit.

(6) IDEM. Upon application under subsection (5), the court may order notice
to be given to any interested person and such person is entitled to
appear and be heard in person or by counsel.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a statement of the estimated expenses to be paid by us
in connection with the issuance and distribution of the securities being
registered:

SEC Registration Fee $ 1,653.94

Legal Fees and Expenses* $ 7,500.00

Accounting Fees and Expenses* $ 2,500.00

Miscellaneous* $ 1,346.06

Total* $13,000.00

- -----------
* Estimate

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, we have sold unregistered securities as
described below. There were no underwriters involved in the transactions and
there were no underwriting discounts or commissions paid in connection
therewith, except as disclosed below. The issuances of these securities were
considered to be exempt from registration under Section 4(2) of the Securities
Act of 1933, as amended, and the regulations promulgated thereunder. The
purchasers of the securities in such transactions represented their intention to
acquire the securities for investment purposes only and not with a view to or
for sales in connection with any distribution thereof and appropriate legends
were affixed to the certificates for the securities issued in such transactions.
The purchasers of the securities in the transactions below were each
sophisticated investors who were provided information about us and were able to
bear the risk of loss of their entire investment.

All of the following issuances were made pursuant to Section 4(2) of
the Securities Act of 1933, as amended:

In April 1998, in connection with the acquisition of Systemsearch
Consulting Services Inc., we issued 130,914 shares of our common stock to John
R. Wilson.

In February through March of 1998, we sold 196,370 shares of our common
stock to twelve individuals at a purchase price of approximately $2.67 per share
for aggregate consideration of $523,653. The twelve individuals included some of
our employees and directors.

In May 1998, in connection with the acquisition of International Career
Specialists Ltd., we issued 130,914 shares of our common stock to John A. Irwin.

In May and June of 1998, we sold 77,239 shares of our common stock to
seven individuals at a purchase price of approximately $3.33 per share for
aggregate consideration of $257,463. The seven individuals included some of our
employees and directors.

All of the forgoing issuances were made in Canada to Canadian residents
in conformity with the relevant local securities laws and we believe would have
been exempt from registration in

II-2

the United States pursuant to the exemption provided by Section 4(2) of the
Securities Act of 1933, as amended.

In May 1998, we granted an option to purchase 200,000 shares of our
common stock at an exercise price of $2.10 per share to Robert M. Rubin, of
which as of the date of this prospectus, we have issued 64,778 shares of our
common stock upon Mr. Rubin's exercise of such option.

In September 1999, in connection with the acquisition of Cad Cam, Inc.,
we issued 130,914 shares of our common stock to Roger W. Walters.

In December 1999, we issued 15,000 shares of Series A 8% Convertible
Preferred Stock and common stock purchase warrants to purchase an aggregate of
475,000 shares of our common stock in connection with a private placement
offering to accredited investors in consideration for $1,500,000. The offer and
sale of the shares of Series A 8% Cumulative Convertible Preferred Stock and
common stock purchase warrants was exempt from registration under the Securities
Act of 1933, as amended, in reliance on Regulation D Rule 506 of the Securities
Act, as amended. Libra Finance S.A. and J. P. Turner & Co., LLC acted as
placement agents in connection with the issuance of these shares and warrants.
Libra Finance S.A. received a 10% commission and a warrant to purchase 100,000
shares of our common stock in connection with its acting as placement agent in
connection with this private placement offering. J. P. Turner & Co., LLC
received a 8% commission and 75,000 warrants in connection with its acting as
placement agent in connection with this private placement offering. As of the
date of this prospectus, there are no such shares of Series A 8% Preferred Stock
outstanding and 475,000 of such warrants outstanding.

On January 1, 2000, the combination of Object Arts Inc., an Ontario
corporation, was effected by: (i) the issuance of $900,000 of our common stock
to Working Ventures Custodian Fund in exchange for the retirement of outstanding
subordinated debt; (ii) the issuance to Working Ventures Custodian Fund of an
amount of our common stock equal to the legal fees and professional fees
incurred and paid by Working Ventures Custodian Fund in connection with our
combination of Object Arts Inc.; and (iii) the issuance of $1,100,000 of our
common stock to the existing shareholders of Object Arts Inc. The acquisition of
Object Arts Inc. has enabled us to offer advanced training and certification to
information technology professionals, adding to our complete end-to-end skills
gap solution. As part of this combination, we entered into employment agreements
with Marilyn Sinclair and Lars Laakes, former officers of Object Arts Inc. Such
employment contracts were for a term of three years and provided for annual
salaries of $82,000 and $75,000, respectively. Neither Ms. Sinclair nor Mr.
Laakes was affiliated with us prior to the acquisition. On March 9, 2001, Ms.
Sinclair resigned as an officer of Thinkpath. On April 9, 2001, Ms. Sinclair
resigned from our Board of Directors.

On March 6, 2000, we completed the acquisition of 80% of E-Wink, Inc.,
a Delaware corporation, in consideration of: (i) 300,000 shares of our common
stock; and (ii) warrants to purchase an aggregate of 500,000 shares of our
common stock at a price of $3.25 per share, exercisable for a period of 5 years.
The E-Wink, Inc. division, which was developing a Web site to match providers of
venture capital, bridge loans and private placement capital with members of the
brokerage community, was discontinued in January 2001 due to market turmoil and
the resulting difficulty in raising funds for Internet ventures. The investment
of approximately $1,350,000 was written off at December 31, 2000.

On April 16, 2000, we issued: (i) 1,500 shares of Series B 8% Preferred
Stock, no par value per share; and (ii) warrants to purchase up to an aggregate
of 300,000 shares of our common stock, in consideration $1,500,000 pursuant to a
private placement offering. The 300,000 warrants issued in the offering are
exercisable at any time and in any amount until April 16, 2005 at a purchase
price of $3.71 per share. As of the date of this prospectus, there are no such
shares of Series B 8% Preferred Stock outstanding and 200,000 of such warrants
outstanding.

In addition, On April 16, 2000, we issued: (i) 2,500 shares of Series A
8% Convertible Preferred Stock, and (ii) 50,000 warrants to purchase common
stock, pursuant to a private placement offering. The 50,000 warrants issued in
the offering are exercisable at any time and in any amount until April 16, 2005
at a purchase price of $3.71 per share.

II-3

On April 25, 2000, we completed the acquisition of all of the issued
and outstanding capital stock of Micro Tech Professionals, Inc., a Massachusetts
corporation, in consideration for an aggregate of up to $4,500,000 in a
combination of cash, notes payable and shares of our common stock, subject to
specific performance criteria being met. On April 25, 2000, we paid to Denise
Dunne-Fushi, the sole shareholder of Micro Tech Professionals, Inc., $2,500,000,
according to the following schedule: (i) $1,250,000 in cash; (ii) the issuance
of a $750,000 principal amount unsecured promissory note; and (iii) the issuance
of 133,333 shares of our common stock. As part of the transaction, we entered
into an employment agreement with Denise Dunne-Fushi, the former President of
Micro Tech Professionals, Inc. The employment agreement was for a term of one
year which terms commenced on April 25, 2000, the effective date of the
acquisition, with an annual salary of $125,000 and a bonus of $25,000. Mrs.
Dunne-Fushi was not affiliated with us prior to the acquisition. Thinkpath and
Mrs. Dunne-Fushi are currently in the process of negotiating the terms of the
renewal of her employment agreement. Mrs. Dunne-Fushi continues to serve as our
Vice President and as President of Micro Tech Professionals, Inc. on a
month-to-month basis under the same terms as described above.

On July 7, 2000, we issued an aggregate of: (a) 5,000 shares of our
Series A 8% Convertible Preferred Stock; and (b) warrants to purchase up to an
aggregate of 225,000 shares of our common stock, in consideration for $500,000
pursuant to the exercise of our option granted to us in the December 1999
private placement offering. The 225,000 warrants issued upon our exercise of the
option are exercisable at any time and in any amount until December 30, 2004 at
a purchase price of $3.575 per share. As of the date of this prospectus, there
are no such shares of Series A 8% Preferred Stock outstanding and 225,000 of
such warrants outstanding.

On August 22, 2000, we completed a private placement offering of units,
each unit consisting of 1 share of our common stock and a callable warrant to
purchase 1/2 of 1 share of our common stock. A total of 1,063,851 shares of our
common stock were issued together with 532,534 warrants to purchase shares of
our common stock exercisable until August 22, 2000, in consideration for
$2,681,600. The purchase price per unit ranged from $1.9692 to $2.8125. In
addition, we issued to the placement agent, certain financial advisors and the
placement agent's counsel, warrants to purchase up to 280,093 shares of our
common stock in connection with the private placement offering. Such warrants
are exercisable until August 22, 2000 at an exercise price of $2.4614 per share.

On September 13, 2000, we entered into an engagement agreement with
Burlington Capital Markets Inc., which was conditioned on the successful
integration of our first acquisition through Burlington. We agreed to sell
Burlington Capital Markets an aggregate of 250,000 shares of our common stock at
a cash purchase price of $.01 per share. We further agreed to issue warrants to
purchase an aggregate of 400,000 shares of our common stock according to the
following schedule: (i) 100,000 shares at an exercise price of $5.00 per share,
exercisable at any time after October 13, 2000; (ii) 100,000 shares at an
exercise price of $7.00 per share, exercisable at any time after November 13,
2000; (iii) 100,000 shares at an exercise price of $9.00 per share, exercisable
at any time after December 13, 2000, and (iv) 100,000 shares at an exercise
price of $11.00 per share, exercisable at any time after February 13, 2001. Such
warrants were exercisable in whole or in part five years from the respective
vesting date and contained a cashless exercise provision and registration
rights. Compensation was to be paid to Burlington at a monthly fee of $10,000
for a minimum of six months. The agreement with Burlington was subsequently
terminated and no warrants were issued. In the aggregate, Burlington received
450,000 shares of our common stock and $10,000 pursuant to the agreement.

On October 31, 2000, we consummated a business combination with
TidalBeach Inc., an Ontario-based Web development company, for which we issued
250,000 shares of our common stock to the two shareholders of TidalBeach, Inc.
As part of the transaction, we entered into an employment agreement with Michael
Reid, the former President of TidalBeach Inc. The employment agreement is for a
term of two years commencing on November 1, 2000 with an annual salary of
$123,000. Pursuant to our combination with TidalBeach we acquired the SecondWave
software.

On December 14, 2000, we entered into a consulting agreement with
Tsunami Trading Corp. d/b/a Tsunami Financial Communications and International
Consulting Group, pursuant to which Tsunami and International Consulting Group
are to provide financial consulting services to us with respect to financing,
and mergers and acquisitions, and related matters. In consideration for the
services to be rendered, we: (a) issued 160,000 shares of our common stock to
the consultants as an advance fee, (b) agreed to pay a fee of 10% of the
consideration received by us upon the successful completion of any

II-4

transaction contemplated by the consulting agreement; and (c) agreed to issue
warrants to purchase our common stock in an amount equal to 2% of the equity
sold and/or issued by us in any transactions contemplated by the consulting
agreement.

On January 30, 2001, we issued an additional 20,000 shares of our
common stock to International Consulting Group for financial consulting services
rendered pursuant to the December 14, 2000 consulting agreement between Tsunami
Trading Corp. d/b/a Tsunami Financial Communications, International Consulting
Group and us.

Effective December 26, 2000, shares and/or options were issued to the
following: Declan A. French, Tony French, Michael Reid, Kelly Hankinson, and
Globe Capital Corporation. These issuances were made pursuant to contracts
and/or as bonuses with regards to the various acquisitions throughout the course
of the year. The amounts issued were as follows: 1,200,000 shares to Declan A.
French; 50,000 shares to Tony French; 100,000 options priced at $0.70 to Michael
Reid; and 50,000 shares and 100,000 options priced at $0.70 to Kelly Hankinson;
and 500,000 shares to Globe Capital Corporation.

On January 26, 2001, we: (i) repriced a warrant to purchase up to
100,000 shares of our common stock, which warrant was issued to a certain
investor in our April 2000 private placement offering of Series B 8% Preferred
Stock, so that such warrant is 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 a warrant 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. for investment banking services rendered. In February 2001, 150,000
of such warrants were exercised by KSH Investment Group, the placement agent in
our August 2000 private placement offering. As partial consideration for the
exercise of such warrants, we issued to certain affiliates of the placement
agent, warrants to purchase an aggregate of 315,000 shares of our common stock
at an exercise price of $1.50 per share. The 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.

In February 2001, we issued 30,632 shares of our common stock to
Gersten, Savage & Kaplowitz, LLP, our United States securities counsel, in
consideration for legal services rendered.

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

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 the Series C Preferred Stock, at any time after issuance until such
shares of Series C Preferred Stock are compulsorily 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 an
aggregate of 500 shares of Series C Preferred Stock in consideration for
$500,000, under certain conditions.

II-5

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 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. As of the date of this
prospectus, there are 985 shares of Series C 7% Convertible Preferred Stock
and 663,484 warrants outstanding

II-6

ITEM 27. EXHIBITS

EXHIBIT INDEX

Exhibit
Number Description
- ------- -----------
1.1 Form of Underwriting Agreement(1)
3.1 Bylaws of Thinkpath(1)
3.2 Articles of Organization dated February 11, 1994(1)
3.3 Articles of Amendment dated February 15, 1996(1)
3.4 Articles of Amendment dated April 15, 1998(1)
3.5 Articles of Amendment dated August 6, 1998(1)
3.6 Articles of Amendment dated January 19, 1999(1)
3.7 Articles of Amendment dated June 6, 2001(9)
4.2 Form of Underwriters' Warrant(1)
4.3 Specimen Common Share Certificate(1)
5.1 Opinion of Gersten, Savage & Kaplowitz, LLP(9)
10.1 Form of Financial Consulting Agreement(1)
10.2 1998 Stock Option Plan(1)
10.3(a) Lease of Thinkpath's headquarters in Toronto, Ontario(1)
10.3(b) Lease of Thinkpath's office in New York, New York(1)
10.3(c) Lease of Thinkpath's office in Etobicoke, Ontario(1)
10.3(d) Lease of Thinkpath's office in Scarborough, Ontario(1)
10.3(e) Lease of Thinkpath's office in Ottawa, Ontario(1)
10.4 Employment Agreement between Thinkpath Inc. and Declan A. French dated
August 1998(1)
10.5 Employment Agreement between Thinkpath and John A. Irwin dated May 18,
1998(1)
10.6 Employment Agreement between Thinkpath and John R. Wilson dated
February 8, 1998(1)
10.7 Employment Agreement between Thinkpath and Roger W. Walters dated
September 16, 1999(2)
10.8 Form of consulting agreement for Thinkpath's independent contractors(1)
10.9 Form of services agreement for Thinkpath's customers(1)
10.10 Agreement for the acquisition of the capital stock of International
Career Specialists Ltd.(1)
10.11 Agreement for the acquisition of the capital stock of Systemsearch
Consulting Services Inc. and Systems PS Inc.(1)
10.12 Agreement for the acquisition of the capital stock of Cad Cam, Inc.(2)
10.13 License Agreement between Thinkpath and International Officer Centers
Corp. dated August 1, 1998(2)
10.14 License Agreement between Thinkpath.com Inc. and International Officer
Centers Corp. dated August 1, 1998(1)
10.15 Consulting Agreement between Thinkpath and Robert M. Rubin(1)
10.16 Form of Employment Agreement with Confidentiality Provision(1)
10.17 Asset Purchase Agreement between Thinkpath and Southport Consulting
Company(1)
10.18 2000 Stock Option Plan(3)
10.19 Share Purchase Agreement between Thinkpath and Micro Tech
Professionals, Inc. dated April 25, 2000(4)
10.20 Non-Binding Letter of Intent between Thinkpath and Aquila Holdings
Limited dated October 4, 2000(4)
10.21 Share Purchase Agreement between Thinkpath and TidalBeach Inc. dated
October 31, 2000(5)
10.22 Consulting Agreement between Thinkpath and Tsunami Trading Corp. d/b/a
Tsunami Financial Communications and International Consulting Group,
Inc. dated December 14, 2000(5)
10.23 2001 Stock Option Plan(7)
10.24 Share Purchase Agreement between Thinkpath, Alpha Capital AG and
Stonestreet, L.P dated April 18, 2001(8)
23.1 Consent of Schwartz Levitsky Feldman, llp, independent auditors.(9)
23.2 Consent of Gersten, Savage & Kaplowitz, LLP (incorporated into Exhibit
5.1)(9)

- ------
(1) Incorporated by reference to Thinkpath's Registration Statement on Form
SB-2 filed on May 26, 1999.
(2) Incorporated by reference to Thinkpath's report on Form 8-K filed on
October 1, 1999.
(3) Incorporated by reference to Thinkpath's Proxy Statement on Form
Def-14A filed on May 22, 2000.
(4) Incorporated by reference to Thinkpath's Registration Statement on Form
SB-2 filed on April 25, 2000.
(5) Incorporated by reference to Thinkpath's Registration Statement on Form
SB-2 filed on January 12, 2001.
(6) Incorporated by reference to Thinkpath's Form 10-KSB for the year ended
December 31, 2000 filed on April 3, 2001.
(7) Incorporated by reference to Thinkpath's Proxy Statement on Form
Def-14A filed on May 21, 2001.

(8) Incorporated by reference to Thinkpath's Registration Statement on
Form SB-2 filed on June 7, 2001.
(9) Filed herewith.

II-7

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to any charter provision, by-law,
contract arrangements, statute, or otherwise, the registrant has been advised
that in the opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.

The undersigned small business issuer hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933, as
amended; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, as amended, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) For determining any liability under the Securities Act of 1933, as amended,
treat the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h), under the Securities Act of 1933, as amended, as part of this
registration statement as of the time the United States Securities and Exchange
Commission declared it effective.

(5) For determining any liability under the Securities Act of 1933, as amended,
treat each post-effective amendment that contains a form of prospectus as a new
registration statement at that time as the initial bona fide offering of those
securities.

II-8

SIGNATURES

Under the requirements of the Securities Act, we certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form SB-2 and have duly caused this registration statement to be signed on our
behalf by the undersigned, thereunto duly authorized in the City of Toronto,
Ontario, Canada, on the 14th day of June, 2001.

THINKPATH INC.

By: /s/ Declan A. French
-------------------------------
Declan A. French
Chairman of the Board and Chief
Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints
Declan A French, Chairman of the Board and Chief Executive Officer, with full
power to act without the other, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this registration
statement or any registration statement relating to the same offering as this
registration statement filed in accordance with Rule 462 under the Securities
Act, and to file those documents, with all of their exhibits, and other
documents relating to them, with the SEC, granting to those attorneys-in-fact
and agents, full power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes as he or she
might or could do in person and by doing so ratifying and confirming all that
those attorneys-in-fact and agents of any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue of this
power of attorney.

Under the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:

Signature Title Date
--------- ----- ----

/s/Declan A. French Chairman of the Board and Chief June 14, 2001
- ---------------------------- Executive Officer
Declan A. French

/s/Laurie Bradley President June 14, 2001
- ----------------------------
Laurie Bradley

Chief Financial Officer, Secretary, June 14, 2001
/s/ Kelly Hankinson Treasurer and Director
- ----------------------------
Kelly Hankinson

- ---------------------------- Director June 14, 2001
John Dunne

/s/ Arthur S. Marcus Director June 14, 2001
- ----------------------------
Arthur S. Marcus

II-9

/s/ Ronan McGrath Director June 14, 2001
- ----------------------------
Ronan McGrath

Director June 14, 2001
- ----------------------------
Joel Schoenfeld

Director June 14, 2001
- ----------------------------
Robert Escobio

II-10

EXHIBIT INDEX

(8) Incorporated by reference to Thinkpath's Registration Statement on
Form SB-2 filed on June 7, 2001.
(9) Filed herewith.