U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 3

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 I.D. No.)
incorporation or organization) Classification Code Number)

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55 University Avenue, Suite 400, 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, Chief Executive Officer
Arthur S. Marcus, Esq. Thinkpath Inc.
Gersten, Savage, Kaplowitz, Wolf & Marcus LLP 55 University Avenue, Suite 400
101 East 52nd Street, 9th Floor Toronto, Ontario, Canada M5J 2H7
New York, New York 10022 (416) 364-8800
(212) 752-9700 (212) 980-5192 (fax) (416) 364-3178 (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

Title of Each Class of Amount Being Proposed Maximum Offering Proposed Maximum Amount of
Securities Being Registered Registered Price Per Security (1) Offering Price (1) Registration Fee

Common Stock(2) 5,016,325 $.19 $953,102.00 $238.28
Common Stock
Underlying Warrants (3) 863,484 $.5445 $470,167.03 $117.55
Common Stock Underlying
Warrants (4) 59,592 $.6225 $37,096.02 $9.27
Common Stock Underlying
Warrants(5) 576,332 $.1952 $112,500.00 $28.13
Common Stock
Underlying Convertible
Preferred Stock (6) 8,859,060 $.19 $1,683,221.40 $420.80
Common Stock Underlying
Options (7) 2,500 $3.25 $8,125.00 $2.03
Common Stock Underlying
Options (8) 2,500 $3.19 $7,975.00 $2.00
Common Stock Underlying
Options (9) 35,000 $.70 $24,500.00 $6.13
Sub total 15,414,793 $3,296,686.40 $824.19
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Amount Previously Paid $1,653.94
Amount Due $0.00

(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 February 1, 2002,
$0.19.

(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 additional shares of common stock as may be issuable upon
the exercise of warrants described herein at an exercise price of $.6225 per
share.

(5) 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 $.1952 per
share.

(6) 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 February 1, 2002, $.19.
The Company's agreement with its Series C preferred stockholders requires the
Company to register one hundred percent of the common stock issuable upon the
conversion of the issued and outstanding Series C preferred stock and the Series
C preferred stock to be issued. However, the Company is only authorized to issue
30,000,000 shares of common stock and as such, the Company may not issue any
more than 30,000,000 shares of common stock without amending its certificate of
incorporation which would require the approval of the Company's shareholders.

(7) Includes 2,500 shares of the registrant's common stock issuable upon the
exercise of options at an exercise price of $3.25 per share.

(8) 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.

(9) Includes 35,000 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 February 7, 2002

THINKPATH INC.

15,414,793 Shares of Common Stock

This is an offering of an aggregate of 15,374,793 shares of common
stock of Thinkpath Inc., 5,016,325 of which may immediately be sold, 8,859,060
of which may be sold upon the conversion of our Series C 7% Convertible
Preferred Stock, 1,499,408 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 $660,363 if all of the warrants and options, the
underlying shares of which are being registered in this offering, were
exercised. Our common stock is traded on the Nasdaq SmallCap Market under the
symbol "THTH". On February 1, 2002, the last reported sales price of our common
stock, as quoted on the Nasdaq SmallCap Market, was $.19.

Please see "Risk Factors" beginning on page 8 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 ______.

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, Wolf &
Marcus 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 February 1, 2002, the exchange rate was
CDN$1.00 per US$0.6300.

Year ended December 31, Nine months ended September 30,
1998 1999 2000 2001

Rate at end of period $0.6533 $0.6928 $0.6729 $0.6341
Average rate during period 0.6747 0.6731 0.6794 0.6478
High 0.7121 0.6917 0.6619 0.6638
Low 0.6307 0.6463 0.6967 0.6322

TABLE OF CONTENTS

Page

Prospectus Summary ............................................................................................4

The Offering ..................................................................................................6

Summary Combined Financial Information ........................................................................7

Risk Factors ..................................................................................................8

Special Note Regarding Forward-Looking Statements ............................................................16

Use of Proceeds ..............................................................................................17

Certain Market Information ...................................................................................17

Dividend Policy ..............................................................................................17

Selected Financial Data ......................................................................................18

Management's Discussion and Analysis of Financial Condition and Results of Operations ........................19

Business .....................................................................................................28

Board of Directors and Executive Officers ....................................................................36

Certain Relationships and Related Party Transactions .........................................................48

Principal Shareholders .......................................................................................50

Description of Securities ....................................................................................52

Certain United States and Canadian Federal Income Tax Considerations .........................................54

Investment Canada Act ........................................................................................57

Shares Eligible For Future Sale ..............................................................................58

Selling Security Holders .....................................................................................59

Plan of Distribution .........................................................................................61

Legal Matters ................................................................................................62

Experts ......................................................................................................62

Where You Can Find Additional Information ....................................................................62

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.

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, 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.

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

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

On July 20, 2001, we received a Nasdaq Staff Determination letter
indicating that we are not in compliance with the bid price requirements for
continued listing, as set forth in Nasdaq's Marketplace Rule 4310 (c)(8)(B). On
September 27, 2001, Nasdaq announced a moratorium on the minimum bid and public
float requirements for continued listing on the exchange until January 2, 2002.
As of February 1, 2002, we have not received any further correspondence from
Nasdaq regarding our listing on the Nasdaq SmallCap Market.

As a result of the tragic events of September 11, 2001, we lost our New
York City office in the World Trade Center. All three staff members of this
office survived and we are continuing to conduct business in temporary office
space in New York City. This office represents approximately $2,000,000 in
annual information technology recruitment revenue. We do not anticipate a
material decline in revenue from this office. We lost approximately $75,000 of
fixed assets, including furniture, computer hardware and office equipment. We
have filed an interim statement of loss with our insurance company and to date
have received approximately $100,000 related to the loss of assets and business
interruption.

As of September 30, 2001, our corporate office occupied approximately
30,000 square feet in Toronto, Ontario, Canada. The term of the lease was seven
years with annual rent of approximately $800,000. Effective November 1, 2001, we
entered into a revised lease agreement with our landlord, reducing the square
footage to 15,000 and reducing the annual rent by approximately $400,000.

Our training office located at 195 Broadway was also impacted by the
events of September 11, 2001. As a result of destruction to the building and
supporting utility companies, the office was closed for four weeks. This office
represents approximately $3,000,000 in annual technical training revenue. Many
of this office's top clients have relocated to other cities and have indicated
their postponement of employee training until Spring 2002. The estimated loss of
revenue from this office is between $200,000 and $250,000 per month. In
addition, many of the office's computer assets are malfunctioning as a result of
debris and smoke. We have filed an interim statement of loss with our insurance
company and to date have received approximately $125,000 related to the
destruction of assets and business interruption. As a result of the decline in
revenue, we laid off four of twelve employees from this office in October, 2001.

On November 1, 2001, we agreed to amend our agreement with the Series C
preferred stockholders, and remove the provision prohibiting the investors from
executing short sales of the Company's common stock for as long as they continue
to hold shares of Series C preferred stock. The amendment was made in
consideration of the investors' waiver of certain penalties and fees for
delinquent registration of the common stock underlying the Series C preferred
shares.

On November 1, 2001, we entered into an agreement with Transactive
Partners. Ltd., a Chicago company, to render representation and transaction
advisory services in connection with potential business combinations. Upon
successful completion of a transaction, Transactive Partners. Ltd., would be
entitled to a fee equal to the greater of $50,000 or 5% of the gross proceeds
depending on the nature of the transaction. The agreement expires May 1, 2002.

On November 5, 2001, we entered into an agreement with entrenet2
Capital Advisors, LLC, a California company, on a best efforts basis, to assist
in achieving capital financing, debt financing, and merger or acquisition
transactions. Upon successful completion of a transaction, entrenet2 would be
entitled to a fee ranging between 1.5% to 4% of the gross proceeds depending on
the nature of the transaction. The agreement expires November 4, 2002.

On November 5, 2001, we entered into an agreement with Creative Funding
Group, LLC, a New York company, to assist in arranging bank financing. Upon
obtaining bank financing with the assistance of Creative Funding Group, Creative
Funding Group will be entitled to receive a fee of 1.7% of the credit facility
obtained. The agreement may be cancelled by either party upon thirty days
written notice.

On December 26, 2001, Joel Schoenfeld resigned from the Board of
Directors.

On January 9, 2002, we entered into an agreement with Ogilvie Rothchild
Inc., an Ontario company, to perform public relations and marketing services. In
consideration of these services, we paid Ogilvie Rotchild a retainer of $16,000
and will issue 500,000 shares of our common stock upon successful completion of
certain milestones. The agreement can be cancelled by either party at any time.

On January 15, 2002, we entered into an agreement with David J. Wodar,
a consultant operating in Ontario, to assist with investor communications and
the development of marketing plans and strategies. In consideration of these
services, Mr. Wodar will be paid a monthly fee of $6,500 and will be issued
480,000 shares of our common stock. The agreement is for a term of twelve months
and expires on January 15, 2003.

Our headquarters are located at 55 University Avenue, Suite 400,
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 15,414,793 shares of common stock. See
"Description of Securities."

Shares of Common Stock Outstanding 17,567,258 (as of February 1, 2002)

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
$660,363 if all of the warrants and
options, the 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 our
business and us. 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 nine months ended September 30,
2001. The selected balance sheet data is for the year ended December 31, 2000
and the nine months ended September 30, 2001. The statement of operations and
balance sheet data for the years ended December 31, 1999, and 2000 and the nine
months ended September 30, 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 Nine Months Ended
December 31, September 30,
1999* 2000* 2001
(in thousands except per share data)

Statement of Operations Data
Revenue 27,032,435 44,325,780 29,228,191
Loss before Gain on Investments and
Income Taxes (170,942) (9,587,989) (2,295,449)
Net Loss (5,323) (8,398,317) (3,738,170)
Loss per share (0.04) (2.27) (0.31)

*Restated

Year Ended Nine Months
December 31, 2000* Ended September 30, 2001
(in thousands except per share data)

Balance Sheet Data
Working capital deficiency (3,087,131) (1,847,488)
Total Assets 25,685,940 21,571,252
Long-term debt 2,401,980 3,199,024
Total Liabilities 14,886,934 12,826,904
Total Stockholders' equity 10,799,006 8,744,348

*Restated

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.

Company Risks

Our current operations and continuing growth require substantial capital, the
lack of which could severely hamper our future development or curtail our
operations.

At December 31, 2000 and September 30, 2001, we had zero cash and cash
equivalents and a working capital deficiency of approximately $3,090,000 and
$1,850,000, respectively. At December 31, 2000 we had a cash flow deficiency
from operations of $3,500,000 and at September 30, 2001, we had cash flow from
operations of $150,000. With insufficient working capital from operations, our
primary sources of cash have been our revolving line of credit with Bank One and
proceeds from the sale of equity securities. In order to continue our current
operations and develop our business, we will require significant additional
funds for the expansion of our sales force, the acquisition of capital assets to
support our staff, and the financing of continuing operations and debt
obligations. We cannot assure you that we will be able to raise or generate the
funds required, failure in which could prevent us from achieving our plans for
expansion and may harm our financial condition. Although we have implemented
significant restructuring plans during the past year, including the termination
of redundant staff and the closure of non-performing offices, we cannot assure
you that our operations will generate sufficient funds to maintain current
levels or allow for growth.

We rely upon a secured revolving line of credit with Bank One. The line of
credit is based upon our receivables. The reduction or cancellation of the line
of credit could severely hamper our future development or curtail our
operations.

We have a revolving line of credit with Bank One of $7,000,000 based on
eligible receivables. At December 31, 2000 and September 30, 2001, the revolving
line of credit provided for a maximum borrowing amount of $5,500,000 and
$4,640,000 respectively. No assurance can be given that we will be able to
generate sufficient receivables to drawn down additional funds on our revolving
line of credit. In addition, at September 30, 2001 and thereafter, we have
exceeded our borrowing capacity by approximately $500,000. Although we do not
have an authorized overdraft facility with Bank One, they have allowed us to
maintain an overdraft of approximately $500,000 for a period of five months. No
assurance can be made that the bank will continue this overdraft facility.

Our revolving line of credit with Bank One requires us to meet certain
requirements. Our current failure to meet such requirements could result in the
reduction or cancellation of the line of credit which could severely hamper our
future development or curtail our operations.

Bank One's revolving line of credit agreement requires us to meet
various restrictive covenants, including a senior debt to EBITDA ratio, debt
service coverage ratio, debt to tangible net worth ratio and certain other
covenants. At December 31, 2000 and thereafter, we were not in compliance with
the covenants contained in the revolving line of credit agreement. Bank One has
indicated its intention to enter into a forbearance agreement with us in which
the bank would refrain from exercising any rights or remedies based on existing
or continuing defaults, including accelerating the maturity of the loans under
the credit facility. Any agreement reached with the bank could result in new
terms which are less favourable than current terms under the existing agreement,
and could involve a reduction in availability of funds, an increase in interest
rates and shorter maturities, among other things.

Our failure to remedy our default under the Bank One line of credit could
severely curtail our sources of financing and we could be required to curtail
our current operations.

If we are not successful in securing a forbearance agreement or waivers
of the bank's rights and remedies as a result of the defaults, we will need to
seek new financing arrangements from other lenders. Such alternative financing
arrangements may be unavailable to us or available on terms substantially less
favorable to us than our existing line of credit facility. If we are unable to
either procure a waiver from the bank or acceptable alternative financing, such
failures could have a material adverse effect on our financial condition and
results of operations. No assurance can be given that we will be able to obtain
a waiver from the bank on the default of loan covenants or refinance our
existing obligations. We also cannot predict whether 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.

Our future financing may require us to issue additional securities which may
result in the substantial dilution to existing holders of common stock.

In the event that any future financing should take the form of equity
securities, the holders of our common stock will experience additional dilution.
We are currently exploring options including equity lines of credit. The ability
to draw down on equity lines is determined by price and volume restrictions.
Equity lines of credit can be extremely dilutive and because of their
restrictions, may not generate sufficient cash to fund operations. If we were to
undertake a private placement with preferred stock and common stock purchase
warrants, and the investors were to convert their stock and exercise their
warrants, there would be a significant dilution or reduction in the value of our
common stock. If the current holders of the Series C Preferred Stock were to
convert their stock and exercise their warrants, there would be a significant
change in control of the ownership of our common stock. No assurance can be
given that we can find alternative financing to equity securities.

We are exploring investment banking opportunities including joint ventures,
strategic partnerships and the potential sale of certain non-performing
divisions. Our failure to successfully complete one or any of these transactions
could require us to curtail our current operations.

In addition to debt and equity financing, we are exploring investment
banking opportunities including joint ventures, strategic partnerships and the
potential sale of certain non-performing divisions. In the event that we do not
secure financing and are unable to divest or merge certain divisions, we may be
forced to close these divisions. Although our revenue may be materially impacted
by the sale of certain divisions, our immediate cash flows would improve.

Our current financing arrangements and current cash flows from operations may
not be adequate for us to meet our current capital needs for the next twelve
months.

We can give no assurances that our current cash flows from operations,
if any, borrowings available under our line of credit, and proceeds from the
sale of securities and an equity line, will be adequate to fund our expected
operating and capital needs for the next twelve months. The adequacy of our cash
resources over the next twelve months is primarily dependent on our operating
results and our ability to procure a waiver from the bank on our current
defaults, find alternate financing, or draw down on our equity line, all of
which are subject to substantial uncertainties. Cash flow from operations for
the next twelve months will be dependent, among other things, upon the effect of
the current economic slowdown on our sales, the impact of the restructuring plan
and management's ability to implement our business plan. The failure to return
to profitability and optimize operating cash flow in the short term, and to
successfully procure a waiver from the bank or alternate financing, could have a
material adverse effect on our liquidity position and capital resources.

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

If we are not able to provide our customers with the technical
personnel they require, our customers will fill their requirements from other
companies. Because our revenue is dependent upon the number of information
technology, engineering and technical training professionals and consultants we
place on assignment, our results of operations depend on our ability to attract
and retain qualified technical personnel with the skills and experience
necessary to meet our customers' requirements. Aside from competition with other
firms in our industry, we face the following challenges:

- We often employ our technical personnel 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 technical personnel have in the past and may in the future accept
assignments from other companies upon completion of their assignments with us.

The average employee of ours remains with us for a period of 6 months
and our annual turnover rate is 40%. Any decrease in the average time served or
increase in the percentage of turnover would have material, adverse effects on
our results of operations and financial condition, in particular, our ability to
generate revenue.

Our expansion strategy may not be successful. Any failure to expand could harm
our financial condition and prevent us from achieving our future revenue goals.

We believe that we need to successfully expand our business in order to
expand our revenue and achieve profitability. We cannot assure you that our
expansion strategy will be successful. The success of our expansion plans depend
on our ability to:

- Enter new regional markets;

- Expand our existing operations;

- Add additional areas of expertise;

- Attract, hire, integrate and retain qualified employees;

- Develop, recruit and maintain a base of qualified professionals
within each regional market;

- Accurately assess the demand for our services in such markets, and

- Initiate, develop and sustain corporate customer relationships.

In addition to the adverse effect on our results of operations posed by
the failure to implement our expansion strategy, any such failure would hinder
our ability to attract multinational and other large corporations. We believe
that our future prospects are heavily influence by our ability to acquire larger
clients. Any inability on our part to acquire larger clients could have a
material, adverse effect on our ability to increase our revenue.

We may be liable for payroll taxes and penalties in Canada because we classify
our personnel providing contract services as independent contractors. A
determination by the Canadian fiscal authorities that this classification is
incorrect would result in considerable harm to our financial condition.

We treat our contract service providers in Canada as independent
contractors rather than employees. Accordingly, we have not withheld the
relevant payroll deductions, nor have we paid the employer's portion of the
related taxes or recorded a reserve on our financial statements for such taxes
and penalties. If the Canadian fiscal authorities determine that our contract
service providers are in fact employees, we would be subject to significant
taxes and penalties. We estimate that the taxes payable would be approximately
$500,000 on an annual basis, and that the aggregate penalties levied for past
infringements of the law would amount to approximately $250,000. The payment of
these taxes and penalties would have a material, adverse effect on our financial
condition. 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 costs,
which costs would be considerable.

In the United States, all of our contract service professionals are
classified as employees and all relevant employee and employer payroll taxes are
withheld.

Maintenance of our Web site is critical. Any failure in its operation could
seriously harm 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 remain
crucial to our ability to attract and retain customers and technical personnel,
and sustain adequate levels of customer service.

Further, while many companies' Web sites are vulnerable to computer
viruses, break-ins and similarly disruptive problems, we rely very heavily on
the secure and continual operation of our Web site. While we have implemented
certain network security measures, we cannot assure you that they will
adequately protect our Web site. Any breach or circumvention of the implemented
security measures could lead to:

- Our liability for damages;

- Misappropriation of proprietary information, and;

- Cessation of service to our customers.

All or any of the above could harm our business. In addition, any
systemic interruptions or reduced performance of our Web site would materially
and adversely affect our ability to attract new customers and technical
personnel. In addition to representing a threat to our reputation, the inability
to retain our technical personnel and customers would harm our results of
operations and any inability to attract new customers would have a material,
adverse effect on our ability to generate revenue as well as our future
prospects.

Our business depends on the successful operation of our software products, Njoyn
and Njoyn2. The inability of Njoyn to work as intended could harm our business.

Our business is heavily dependent on sales and usage by our customers
of Njoyn, and we rely on it for our day-to-day operations. Any failure, whether
real or perceived, of Njoyn as it affects our customers could harm our
reputation and our results of operations and could exert a negative impact on
our business and financial condition. We have to date not encountered
significant problems related to the performance of Njoyn.

We have developed an upgraded version of our software, which we call
Njoyn2. This product has not been thoroughly tested and we cannot predict how it
will be received by our customers. Very few newly marketed software products are
free of a degree of difficulties. In addition, we may not be able to
successfully market Njoyn2. In addition, our current customers will receive
Njoyn2 free of charge/at reduced cost, which will have the effect of reducing
our potential return on investment, revenues and earnings.

We may be held liable for the actions of our contract service providers when on
assignment despite having obtained insurance coverage to protect us from such
liability.

Although our customer agreements disclaim responsibility for the
conduct of our contract service providers, we may be liable for damage suffered
by our customers as a result of actions taken or failures to take appropriate
actions by our professionals while on assignment. This damage may be caused by
our contract service providers' misuse of customer proprietary information,
theft of customer property or other errors and improper conduct. Any damage for
which we are held liable would adversely affect our results of operations to the
extent of such damage and could lead to a material, adverse effect on our
financial condition.

We cannot assure you, due to the nature of the assignments, 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 actions or inactions. Any inability to maintain or adequately
replace suitable insurance coverage for the actions of our contract service
providers would result in adverse effects on our business to the corresponding
extent of such inability, which effects could be material.

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 Declan A. French, our Chairman of the Board and Chief Executive Officer. The
loss or unavailability of Mr. French could have a material, adverse effect on
our business. 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. We cannot
assure you that we will be able to attract and retain the qualified personnel
necessary for our business.

Our 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 2,886,183, or 16.4% 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.

While we do not believe that the interests of our management presently conflict
with the interests of our shareholders, we cannot assure you that this belief is
shared by our shareholders or that our management's interests will not in the
future be different from that of our shareholders.

The conversion of the Series C 7% Convertible Preferred Stock and the exercise
of the warrants issued to investors may lead to a change in control.

As of the date of this prospectus, we have a total number of 17,567,258
shares of common stock outstanding. Our directors and executive officers
currently beneficially own 16.4% of the shares of common stock outstanding.
Pursuant to the April 2001 private placement offering of Series C Preferred
Stock, we issued an aggregate of 1,230 shares of Series C Preferred Stock and
723,076 common stock purchase warrants.

As of the date of this prospectus, 945 shares of Series C Preferred
Stock remain outstanding, 280 of which have been converted into 1,988,795 shares
of common stock and 723,076 warrants, of which none have been exercised.
Pursuant to the terms of the offering, we are obligated to issue an additional
375 shares of Series C Preferred Stock and approximately 576,332 common stock
purchase warrants upon the effective date of this registration statement (see
"Description of Securities -- Series C 7% Convertible Stock").

As of February 1, 2002, if all 1,320 shares of Series C Preferred were
to be converted and all 1,539,408 common stock warrants and options were to be
exercised we would be obligated to issue approximately 10,398,468 shares of our
common stock according to the Series C conversion formula, exercise price of the
warrants and the closing price of our common stock on such date. Such conversion
and exercise would result in the holders of the Series C Preferred Stock and
common stock purchase warrants owning approximately 37.29% of our issued and
outstanding common stock resulting in a significant change in control of the
ownership of our common stock. As a result, the investors in the April 2001
private placement offering 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 44% of our
revenue for the nine months ended September 30, 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.

Industry Risks

The success of our business is closely linked to our ability to attract and
retain qualified information technology professionals and engineers. The
competition for such individuals is intense, and we may not be able to retain an
adequate employee pool to meet our customers' requirements.

Our business depends to a significant extent on our ability to
identify, attract, hire and retain qualified information technology, engineering
and technical training professionals and consultants. If we fail to attract and
retain 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, but not limited to,
the following:

- Information technology, engineering and technical training
professionals are in high demand worldwide;

- The industry in which we operate is characterized by low barriers to
entry;

- The demand for such professionals is increasing, and;

- Turnover in the industry is very high compared with other industries.

If we fail to overcome these challenges and are unable to sustain an
adequate number of contract service providers to meet our needs, our business
will be materially, adversely affected.

Because of our relatively small size and short operating history, we
may not be able to compete with other service providers, many of which enjoy a
number of advantages such as possessing financial and other resources that
exceed our own.

We compete for potential customers with many 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 enjoy considerable advantages over us,
including, without limitation:

- Longer operating histories;

- Significantly greater financial, marketing and human resources;

- Greater ability to adapt and quickly respond to rapid technological
change, evolving industry standards, changing client preferences and
new product and service introductions;

- Greater name recognition;

- A larger base of information technology, engineering, and technical
training and consulting professionals, and

- A larger customer base.

These competitive advantages, if successfully capitalized on, would
likely have a material, adverse effect on our business. In addition, we expect
that competition will increase. Any such increase is likely to result in general
price reductions and reduced margins that could materially, adversely affect our
results of operations.

Investment Risks

We may fail to meet the expectations of our investors and analysts, which may
cause the market price of our common stock to fluctuate or decline. The
likelihood of such failure is increased by the fact that our operating results
tend to vary from quarter to quarter.

Analysts frequently issue reports based on the results of a single
quarter. Our revenues and earnings have fluctuated significantly in the past,
and we expect that they will continue to do so in the future. Relatively poor
results in one quarter could significantly and adversely influence such reports,
which may in turn lead to depreciation of the market price of our common stock,
which in turn may result in the loss of some or all of our shareholders'
investment. Factors that influence the fluctuating nature of our quarterly
results include, without limitation:

- the demand for our services;

- any change in 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, such as a determination by
the Canadian fiscal authorities that we must pay payroll taxes for
our Canadian contract service providers and penalties for not having
done so in the past; and

- general economic factors.

These factors, many of which are beyond our control, substantially
curtail your ability to predict our future performance based on our past
performance, as do many of the other risks discussed in this prospectus. In
addition, many companies that generate increasing revenues and earnings
nevertheless experience devaluation of the market price of their publicly traded
equities. We cannot assure you that even positive results of operations will not
negatively affect the market price of our common stock.

Your ownership interest in us will be substantially diluted upon the conversion
of the Series C 7% Convertible Preferred Stock and the exercise of the warrants
issued in the April 2001 private placement offering.

We have a total number of 17,567,258 shares of common stock
outstanding. Pursuant to the April 2001 private placement offering of Series C
Preferred Stock, we issued an aggregate of 1,230 shares of Series C Preferred
Stock and 723,436 common stock purchase warrants. As of the date of this
prospectus, 945 shares of Series C Preferred Stock are outstanding, 285 shares
have been converted into 1,988,795 shares of common stock. As of the date of
this prospectus no warrants issued have been exercised. Pursuant to the terms of
the offering, we are obligated to issue an additional 375 shares of Series C
Preferred Stock and approximately 576,332 common stock purchase warrants upon
the effective date of this registration statement (see "Description of
Securities -- Series C 7% Convertible Stock"). If the remaining 1,320 shares of
Series C Preferred were to be converted and the remaining 1,539,408 common stock
warrants were to be exercised both as of the date of this prospectus, based on
the conversion formula and exercise price, we would be obligated to issue
approximately 10,398,468 shares of our common stock. The conversion thereof and
the exercise of the warrants issued would increase the total number of shares of
common stock outstanding to shares. This figure represents an increase in the
number of shares of our common stock outstanding equal to approximately 59%.
Your ownership in us would be diluted proportionately to any such increase.

The conversion formula is based on the market price of our common
stock. Consequently, we cannot currently determine the number of shares of
common stock into which the shares of Series C Preferred Stock shall be
convertible. The number used above is accurate only as of the date of this
prospectus. Pursuant to the terms of the offering, as amended, we are required
to register (i) 100% of the shares of common stock into which any shares of
Series C Preferred Stock have been converted or 1,988,795 shares, (ii) 100% of
the shares of common stock issuable upon the conversion of the 945 shares of
Series C Preferred stock issued and outstanding or approximately 6,342,282
shares, (iii) 100% of the shares of common stock issuable upon the 375 shares of
Series C Preferred Stock we are obligated to issue upon the effective date of
this prospectus or approximately 2,516,779 shares, (iv) 723,076 shares of common
stock issuable upon the exercise of the issued and outstanding warrants, and (v)
100% of the shares issuable upon the exercise of the approximate 576,332
warrants we are obligated to issue upon the effective date of this prospectus.

The chart provided below shows the number of shares of our common stock
into which one share of Series C Preferred Stock would be convertible, assuming
a decline in the current market price of our publicly traded shares to 75%, 50%
and 25% of the market price using the market price as of February 1, 2002 or
$.19 as the baseline.

The chart provided below is based on the following assumptions:

1. The conversion formula is as follows:

The number of shares of our common stock into which the Series C
Preferred Stock shall be convertible into is 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
to 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. The Conversion Price is subject to the following
limitations: (a) for the 120 calendar days following April 18, 2001, the
Conversion Price shall not be less than $.375 per share; (b) during the period
commencing on the 121st calendar day following April 18, 2001 and ending on the
180th calendar day following April 18, 2001, the Conversion Price of 50% of each
of the holders shares of Series C Preferred Stock shall not be less than $.375;
and (c) on any day after the 180th calendar day following April 18, 2001, there
shall be no floor on the Conversion Price.

2. We make the assumption that the Conversion Price is calculated as
follows:

The "Conversion Price" shall equal 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.

3. We make the assumption that the applicable date of the conversion
notice is January 25, 2002.

4. We make the assumption that the average of the 5 lowest daily volume
weighted average prices of our common stock during the 60 consecutive days
immediately prior to the date of the conversion equals the applicable market
price of our common stock on February 1, or $.19.

Shares of common stock issuable per share of
Percentage Conversion Price Series C Preferred Stock ($1,000 stated value)

75% $.1425 7,018
50% $.095 10,526
25% $.0475 21,053

Approximately 7,290,335 or approximately 48% of our total outstanding shares are
restricted of which 1,377,867 may be publicly sold pursuant to Rule 144k of the
Securities Act of 1933, as amended. If a significant number were to be sold, or
if it were anticipated that a significant number was to be sold, the market
price of our common stock would likely decrease.

A large number of our shares of common stock issued and outstanding but
not currently part of the public float could presently be sold on the open
market. As of February 1, 2002 we have 17,567,258 outstanding shares of common
stock, 7,290,335 of which may be resold in the public market immediately,
subject to applicable contractual restrictions and the volume limitation imposed
by Rule 144. Approximately 1,377,867 or approximately 8% of our outstanding
shares are available for resale in the public market pursuant to Rule 144k of
the Securities Act of 1933, as amended.

Our shares of common stock may soon be delisted from the Nasdaq
SmallCap Market, the effect of which would be that trading in our common stock
would be sharply reduced, leading to a further depreciation in the market price
of our common stock.

According to Rule 4310(c)(8)(B) of the NASD, shares that trade on the
Nasdaq SmallCap Market must meet a minimum bid price of one dollar. Any
deficiency in this regard for a period of 30 consecutive business days will
cause Nasdaq notify the issuer of its non-compliance with Rule 4310(c)(8)(B). If
the traded shares fall below one dollar for a period of 90 calendar days, Nasdaq
will delist the shares. To avoid delisting, the issuer must raise the price of
its shares to a minimum of one dollar, and maintain that price for no less than
10 consecutive trading days within the 90-day period.

The closing bid price of our common stock first fell below one dollar
on December 8, 2000. The closing bid price of our common stock was below one
dollar between December 18, 2000 until February 1, 2002. The closing bid price
of our common stock has been below one dollar since March 7, 2001. Accordingly,
our shares have traded below one dollar for a period of 118 calendar days. We
received the notification from Nasdaq of our non-compliance with Rule
4310(c)(8)(B) on July 20, 2001.

On September 6, 2001, we attended a hearing before Nasdaq Listing
Qualifications Panel where we requested continued listing of our common stock on
the Nasdaq SmallCap Market and set forth several proposals to raise our bid
price above one dollar for a sustained period of time, which proposals included
the possibility of selling certain of our assets or business divisions. While
awaiting the decision of the Nasdaq Listing Qualifications Panel, the September
11, 2001 terrorist attack occurred.

As of result of the tragedy on September 11, 2001, on September 27,
2001, the Nasdaq announced a moratorium on the minimum bid and public float
requirements for continued listing on the exchange until January 2, 2002. Since
September 11, 2001, we have not received any correspondence from the Nasdaq
indicating its intent to delist the Company from the Nasdaq SmallCap Market. In
the event we are unable to maintain a minimum bid price of one dollar for the
requisite period of time, we may be required to reappear before the Nasdaq
Listing Qualification Panel to present a plan, to the Nasdaq's satisfaction, of
how we intend to comply with Nasdaq's listing requirements. There can be no
assurance that the Panel will grant our request for continued listing and that
our common stock will continue to be listed on the Nasdaq SmallCap Market. In
the event our common stock is de-listed from the Nasdaq SmallCap Market, the
trading in our common stock would likely be sharply reduced leading to the
depreciation in its market price. If our common stock becomes subject to the
penny stock regulation, trading in the shares of our common stock will likely be
further reduced, which would in all probability further depress the market price
of the common stock.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. Commission regulations generally
define a penny stock to be an equity security that has a market or exercise
price of less than $5.00 per share, subject to certain exceptions. Such
exceptions include any equity security listed on Nasdaq and any equity security
issued by an issuer that has net tangible assets of at least $2,000,000, if such
issuer has been in continuous operation for three years. Unless an exception is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith. The penny stock rules require a
broker/dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker/dealer must also provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker/dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and broker/dealer and salesperson compensation information
must be given to the customer orally or in writing prior to effecting the
transaction and must be given in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the
broker/dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for securities
that become subject to the penny stock rules. If our securities became subject
to the penny stock rules, the market for our common shares would become
increasingly illiquid.

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," "estimate," "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 $660,363 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 February 1, 2002,
we had 17,567,258 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.

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 $2.265 $0.375

Fiscal 2001
First Quarter $1.688 $0.563
Second Quarter $0.57 $0.30
Third Quarter $0.63 $0.25
Fourth Quarter $0.37 $0.13

Fiscal 2002
First Quarter (through to January 25, 2002) $0.23 $0.17

As of February 1, 2002, we had 100 holders of record and approximately
1,756 beneficial shareholders.

On February 2002, the last sale price of our common stock as
reported on the Nasdaq SmallCap Market was $.19.

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 nine months ended September 30,
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 nine months ended September 30, 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 Nine Months Ended
December 31, September 30,
1999* 2000* 2001
(in thousands except per share data)

*Restated

Year Ended Nine Months
December 31, 2000* Ended September 30, 2001
(in thousands except per share data)

*Restated

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 Inc.
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.

During the three months ended September 30, 2001 we recorded $175,000
for costs associated with our decision to restructure operations in the first
and second quarters of 2001. In making this decision, we reviewed a number of
factors including profitability, declining economic conditions and expected
future cash flows. Based on the results of our review, we decided to close our
training office located in London, Ontario, and our research and development
(R&D) operation located in Toronto, Ontario. As of September 30, 2001, we had
laid off approximately 36 people representing sales and administrative
personnel. During the three months ended September 2001, the lease cancellation
costs for the London office were reduced by $30,700 and the severance costs for
London were reduced by $56,000. These amounts represent settlements reached with
the landlord and one of the three employees with a long-term employment
agreement. The employee agreed to a reduction in the term of the agreement,
resulting in a reduction of the liability of $56,000.

Subsequent to September 30, 2001, we engaged in additional
restructuring including the closure of our Atlanta office and the termination of
21 people representing sales and administrative personnel. We are planning on
recording an additional $135,000 of restructuring costs in the fourth quarter
for severances related to the restructuring plan. We are continuing to execute
the plan and expect the plan to be completed by the end of the fiscal year 2001.

We do not expect to see a decrease in sales due to the closure of our
Atlanta office, as the existing contracts managed by this office have been
transferred to more effective offices. The Atlanta office generated
approximately $420,000 and $1,250,000 respectively in revenue for the three and
nine months ended September 2001 and $470,000 and $1,400,000 respectively for
the three and nine months ended September 30, 2000.

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 Nine Months Ended September 30, 2001 Compared to the Nine Months
ended September 30, 2000

For the nine months ended September 30, 2001, we derived 56% of our
revenue in the United States compared to 65% for the nine months ended
September 30, 2000. The decrease in the total revenue derived from the United
States is a result of the increase in IT Recruitment sales in Canada and the
decrease in Technical Training and IT Documentation sales in the United States.

For the nine months ended September 30, 2001, our primary source of
revenue was recruitment, representing 44% of total revenue compared to 34% for
the nine months ended September 30, 2000. Recruitment revenue for the nine
months ended September 30, 2001 increased $1,970,000 or 18% to $12,980,000
compared to $11,010,000 for the nine months ended September 30, 2000. The
increase in revenue from recruitment is a result of the added revenues
associated with certain preferred vendor agreements we won in the last quarter
of 2000 and early 2001. We are now a preferred vendor to AT&T, CIBC, Bank of
Montreal, Fidelity, and the Management Board Secretariat of the Ontario
Government.

We perform permanent, contract and executive searches for IT and
engineering professionals. Most searches are performed on a contingency basis
with fees due upon candidate acceptance of permanent employment or on a
time-and-materials basis for contracts. Retained searches are also offered, and
are paid by a non-refundable portion of one fee prior to performing any
services, with the balance due upon candidates' acceptance. The revenue for
retained searches is recognized upon candidates' acceptance of employment.

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

For the nine months ended September 30, 2001, 35% of our revenue came
from technical publications and engineering outsourcing services compared to 39%
for the nine months ended September 30, 2000. Revenue from technical
publications and engineering outsourcing services for the nine months ended
September 30, 2001 decreased $2,530,000 or 20% to $10,200,000 compared to
$12,730,000 for the nine months ended September 30, 2000.

The decline in revenue from technical publications and engineering
outsourcing services was a result of the postponement of start dates of several
major contracts with established clients until September and October of 2001.
Many of these contracts were awarded in the first quarter of 2001, but were
postponed as a result of the economic slowdown. After the events of September
11, 2001, these contracts, which consist primarily of defense work for military
suppliers to the American government, commenced immediately. The combined
revenue from these contracts over the next twelve months is anticipated to be
between $6,000,000 and $10,000,000 and we believe will re-establish technical
publications and engineering outsourcing services as our primary source of
revenue in 2002. Subsequent to September 30, 2001, we terminated seven employees
of this division, representing $390,000 in annual expenses. In addition, we
closed our Atlanta office, representing $60,000 in annual rent expense. Revenues
from the Atlanta office were $1,800,000 for 2000 and $1,200,000 for the nine
months ending September 30, 2001. We have successfully transitioned the sales
contracts to our other technical publications and engineering offices, and do
not anticipate a decline in revenue as a result.

Our technical publications and engineering outsourcing services include
the complete planning, staffing, development, implementation and testing of a
project. Outsourcing can also involve enterprise-level planning and project
anticipation. Our specialized outsourcing services include: technical
publications and engineering documentation, Web development and engineering
services. We outsource our technical publications and engineering services on
both a time and materials and project basis. For project work, the services
provided are defined by guidelines to be accomplished by milestone and revenue
is recognized upon the accomplishment of the relevant milestone. As services are
rendered, the costs incurred are reflected as Work in Progress. Revenue is
recognized upon the persuasive evidence of an agreement, delivery has occurred,
the fee is fixed or determinable and collection is probable. Clients we provide
outsourcing to include General Dynamics, General Electric, FedEx, Boeing,
Caterpillar, Cummins Engines and Intel.

For the nine months ended September 30, 2001, information technology
documentation services represented approximately 10% of our revenue compared to
10% for the nine months ended September 30, 2000. Revenue from information
technology documentation services for the nine months ended September 30, 2001
decreased $380,000 or 12% to $2,850,000 compared to $3,230,000 for the nine
months ended September 30, 2000.

The substantial decrease in revenue from information technology
documentation services was primarily due to the general economic slowdown. While
no one customer represents more than 10% of our total revenue, this particular
division offers a very specialized service, and relied on several key clients in
a local market. Many of these clients have either cancelled projects or have put
a number of their projects on hold. In response to these conditions, we have
recently expanded the marketing of our documentation services to other regions
and to existing recruitment and engineering services clients. In addition, we
have reduced our operating overheads for this division to support the current
levels of revenue. Subsequent to September 30, 2001, we restructured salaries
and eliminated eight employees representing annual expenses of $350,000.

We provide outsourced information technology documentation services in
two ways: complete project management or the provision of skilled project
resources to supplement a client's internal capabilities. Revenue is recognized
on the same basis as technical publications and engineering outsourcing
services. Selected information technology documentation services clients include
Fidelity Investments, SMD Tech Aid Corporation, CDI Corporation, and the
Gillette Company.

For the nine months ended September 30, 2001, technical training
represented approximately 9% of our revenue compared to 16% for the nine months
ended September 30, 2000. Revenue from technical training for the nine months
ended September 30, 2001 decreased $2,550,000 or 50% to $2,560,000 compared to
$5,110,000 for the nine months ended September 30, 2000.

The decline in revenue from technical training is the result of several
factors: the significant restructuring of this division, including the
termination of 8 sales employees; a general decline in the industry resulting in
the cancellation or postponement of technical training contracts, and; the
events of September 11, 2001 which resulted in the temporary closure of our New
York technical training office and the loss of approximately $300,000 in revenue
for the period. In response to these conditions, we have reduced our operating
overheads for this division to support the current levels of revenue. We do not
intend to invest additional capital into this division to increase revenue to
historical levels. Subsequent to September 30, 2001, we terminated an additional
four personnel, representing $230,000 in annual expenses. Provided we maintain
the current levels of revenue, this division will be cash flow neutral.

Our training services include advanced training and certification in
Microsoft, Java and Linux technologies, as well as Microsoft applications such
as Outlook and Access. Training services include training requirements analysis,
skills assessment, instructor-led classroom training for small groups (10 - 16
students), mentoring, e-learning, and self-paced learning materials. We offer
both public and private classes. Selected training clients include Microsoft,
Chase Manhattan Bank, Goldman Sachs, City of New York and Consumers Gas. Revenue
is recognized on delivery of services.

For the nine months ended September 30, 2001, technology sales
represented 2% of total revenue compared to 1% for the nine months ended
September 30, 2000. Technology revenue for the nine months ended September 30,
2001 increased $81,000 or 15% to $634,000 compared to $553,000 for the nine
months ended September 30, 2000. The slight increase in technology sales
represents the gradual addition of users of our software application, Njoyn.

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

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

Gross profit is calculated by subtracting all direct costs from net
revenue. The direct costs of contract recruitment include contractor fees and
benefits. Gross profit for information technology recruitment services for the
nine months ended September 30, 2001 declined to 27% from 44% for the nine
months ended September 30, 2000. The decline in gross profit is a downside of
becoming a preferred vendor for information technology contract recruitment
services. In order to beat the competition, it is often necessary to lower
billing rates and markups to be successful in the bid process. We do not
attribute any direct costs to permanent placement services, therefore the gross
profit on such services is 100% of revenue. Revenue from permanent placements
has declined from last year, and has therefore contributed to the decline in
gross profit.

The direct costs of technical publications and engineering services
include wages, benefits, software training and project expenses. The average
gross profit for this division was 28% for the nine months ended September 30,
2001 compared to 30% for the nine months ended September 30, 2000. The slight
decline in gross profit for technical publications and engineering services, is
also a result of the increase in lower margin billings to clients with preferred
vendor agreements.

The direct costs of information technology documentation services
include wages, benefits, and project expenses. The average gross profit for the
nine months ended September 30, 2001 was 41% compared to 46% for the nine months
ended September 30, 2000. The sharp decline in gross profit for the current
period is a result of the decrease in higher margin permanent placements and
increase in lower margin contract placements of documentation specialists.

The direct costs of training include trainer salaries, benefits and
travel as well as courseware. The average gross profit was 55% for the nine
months ended September 30, 2001 compared to 46% for the nine months ended
September 30, 2000. The increase in gross profit is a result of significant
restructuring and cost controls implemented within this division late last year
and throughout the first quarter of this year. Travel expenditures have been
reduced significantly and trainer salaries, which are fixed, have decreased as a
result of layoffs and higher utilization.

The direct costs of our technology services are minimal and include
hosting fees and software expenses. The average gross profit for the nine months
ended September 30, 2001 was 95% compared to 82% for the nine months ended
September 30, 2000. The increase in gross profit is the result of less expensive
hosting arrangement that was secured this year.

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. Our
primary source of revenue was outsourcing and managed services, representing 51%
of total revenue. Recruitment services represented 31%, technical training 16%
and technology sales 2% of our total revenue.

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 cash consideration of $98,000 and the issuance of 130,914 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 ervices
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.
from John A. Irwin in consideration for $326,000 in cash and 130,914 shares of
our common stock which were issued to Mr. Irwin. Mr. Irwin 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 40,000 shares of our common stock.
Michael Carrazza 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 and seeking at least two hundred and fifty
thousand dollars ($250,000.00) in damages. Specifically, Mr. Carrazza claimed
that we failed to deliver cash or stock to Mr. Carrazza under an asset purchase
agreement pursuant to which Thinkpath acquired certain assets of Southport
Consulting Co. We 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 Thinkpath into executing the asset purchase agreement by
misrepresenting the value of the assets being purchased. After the commencement
of discovery, Mr. Carrazza filed a motion for summary judgment, which was
granted in his favor. A hearing to determine damages has not yet been conducted.
We have filed a notice of appeal of the court's order.

In September 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. 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 term 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 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 valued at $975,000; 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 valued at $1,458,700. E-Wink was formed to match providers of venture
capital, bridge loans and private placement capital with members of the
brokerage community.

On April 1, 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 up to an aggregate of $4,500,000 in a
combination of cash, notes payable and shares of our common stock, subject to
the achievement of specific performance criteria. On April 25, 2000, we paid to
Denise Dunne-Fushi, the sole shareholder of Micro Tech Professionals, Inc.,
$2,500,000, 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 Mrs.
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,
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-month basis
under the same terms described above.

In September 2001, we restructured our note payable to Denise Dunne
Fushi, the vendor of MicroTech Professionals Inc. The principal was reduced from
$1,965,000 to $1,740,000 in consideration of capital stock payable of $225,000.
In addition, all principal payments were postponed until January 1, 2003, at
which time, we will pay $20,000 per month plus interest at 5% until December 31,
2006. The balance of $781,287 will be due on January 1, 2007. We are currently
making interest payments of $14,397 per month until December 30, 2002.

On November 15, 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 15, 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., Micro Tech Professionals, Inc.,
and E-Wink, Inc. we recorded $449,000, $851,000, $5,520,000, $3,010,000, and
$2,430,000 respectively, in goodwill, which is being amortized over 30 years in
accordance with generally accepted accounting principles as applied in the
United States. At December 31, 2000, we wrote-off goodwill $3,113,268 related to
E-Wink, Inc. and International Career Services Ltd as these entities have ceased
to operate and therefore the goodwill has been determined to have no value.

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.

For the year ended December 31, 2000, our primary source of revenue was
technical publications and engineering outsourcing services which accounted for
37% of our revenue compared to 19% for the year ended December 31, 1999.
Revenue from technical publications and engineering outsourcing services for the
year ended December 31, 2000 increased $11,100,000 or 219% to $16,200,000
compared to $5,100,000 for the year ended December 31, 1999. The dramatic
increase in revenue from technical publications and engineering outsourcing
services was a result of the acquisition of CadCam Inc. in September 1999.

For the year ended December 31, 2000, revenue from recruitment
services, represented 31% of total revenue compared to 53% for the year ended
December 31, 1999. Recruitment revenue for the year ended December 31, 2000
decreased $400,000 or 3% to $13,900,000 compared to $14,300,000 for the year
ended December 31, 1999. The decrease in revenue from recruitment is largely
attributable to the decline in revenues from International Career Specialists,
which was acquired in May 1998. As a result of staff turnover and expiration of
several client contracts, revenues decreased significantly and this operation
was closed in November 2000.

For year ended December 31, 2000, technical training represented
approximately 16% of our revenue compared to 26% for the year ended December 31,
1999. Revenue from technical training for the year ended December 31, 2000
increased $150,000 or 2% to $7,200,000 from $7,050,000 for the year ended
December 31, 1999. Revenue from technical training is derived from the
operations of ObjectArts Inc. which was acquired on a pooling of interest method
in January 2000. The increase in revenue over 1999 is attributable to the
increased demand for training of Microsoft 2000 products.

For the year ended December 31, 2000, information technology
documentation services represented approximately 14% of our revenue compared to
0% for the year ended December 31, 1999. Revenue from information technology
documentation services for the year ended December 31, 2000 increased $6,300,000
compared to $0 for the year ended December 31, 1999. The significant increase in
revenue from information technology documentation services was a result of the
acquisition of MicroTech Professionals Inc. in April 2000.

For the year ended December 31, 2000, technology sales represented 2%
of total revenue and 2% for the year ended December 31, 1999. Technology revenue
for the year ended December 31, 2000 increased $200,000 or 33% to $800,000 from
$600,000 for the year ended December 31, 1999. The slight increase in technology
sales represents the gradual addition of users of our software application,
Njoyn and the increase in sales of SecondWave. SecondWave is a product belonging
to TidalBeach which was acquired on a pooling of interest method in November
2000.

Gross profit is calculated by subtracting all direct costs from net
revenue. The direct costs of technical publications and engineering services
include wages, benefits, software training and project expenses. The average
gross profit for this division was 22% for the year ended December 31, 2000
compared to 26% for the year ended December 31, 1999. The slight decline in
gross profit for technical publications and engineering services was a result of
the increase in lower margin billings to clients with preferred vendor
agreements.

The direct costs of contract recruitment include contractor fees and
benefits, resulting in an average gross profit of 55% for the year ended
December 31, 2000 compared to 41% for the year ended December 31, 1999. The
increase in gross profit is a result of the increase in permanent placement
sales from 1999 which has 100% gross profit and offsets the costs of contract
sales.

The direct costs of training include trainer salaries, benefits and
travel as well as courseware. The average gross profit on training was 49% for
the year ended December 31, 2000 compared to 43% for the year ended December 31,
1999. The increase in gross profit is a result of greater controls over
courseware inventory and the reduction in trainer travel expenses.

The direct costs of information technology documentation services
include wages, benefits, and project expenses. The average gross profit for
information technology documentation was 44% for the year ended December 31,
2000 compared to 0% for the year ended December 31, 1999 as MicroTech
Professionals Inc. was not acquired until April 2000.

The direct costs of our technology services are minimal and include
hosting fees and software expenses. The average gross profit on technology was
83% for the year ended December 31, 2000 compared to 68% for the year ended
December 31, 1999. The increase in gross profit was the result of the increase
in higher margin Njoyn sales to offset the lower gross profit on SecondWave
sales.

Results of Operations

The Nine Months Ended September 30, 2001 Compared to the Three and
Nine Months ended September 30, 2000

Revenue for the nine months ended September 30, 2001 decreased by
$3,400,000 or 10%, to $29,230,000, as compared to $32,630,000 for the nine
months ended September 30, 2000. The decrease is primarily attributable to the
decline in revenues from our technical publications and engineering, information
technology documentation and training divisions of 20%, 12% and 50%
respectively.

Cost of Sales. The cost of sales for the nine months ended
September 30, 2001 increased by $30,000, or 0.2%, to $19,770,000, as compared to
$19,740,000 for the nine months ended September 30, 2000. This increase, despite
the decline in sales, was a direct result of the increase in lower margin
contract sales. As a percentage of revenue, the cost of sales was 68% compared
to 61% for the nine months ended September 30, 2000.

Gross Profit. Gross profit for the nine months ended September 30, 2001
decreased by $3,370,000, or 26%, to $9,490,000 compared to $12,860,000 for the
nine months ended September 30, 2000. This decrease was attributable to the
overall decrease in revenue and the increase in cost of sales during the nine
months ended September 30, 2001. As a percentage of revenue, gross profit
decreased from 39% for the nine months ended September 30, 2000 to 32% for the
nine months ended September 30, 2001.

Expenses. Expenses for the nine months ended September 30, 2001
decreased by $290,000 or 2% to $11,790,000 compared to $12,080,000 for the nine
months ended September 30, 2000. Administrative expenses decreased $1,060,000 or
20% to $4,300,000 compared to $5,360,000 for the nine months ended September 30,
2000. This decrease is related to the reduction of administrative salaries and
overhead as a result of restructuring. Selling expenses for the nine months
ended September 30, 2001 decreased by $1,030,000 or 18% to $4,580,000 from
$5,610,000 for the nine months ended September 30, 2000. This decrease is
attributable to the decrease in sales salaries and commissions. Financing
expenses for the nine months ended September 30, 2001 were $610,000 compared to
zero for the nine months ended September 30, 2000 and relate to the costs of
repricing options held by Del Mar Consulting and the issuance of warrants to the
Series C placement agent. For the nine months ended September 30, 2001,
depreciation and amortization expenses increased by $600,000 or 54% to
$1,710,000 from $1,110,000 for the nine months ended September 30, 2000. This
increase is primarily attributable to the increase in capital assets and the
acquisition of other assets. For the nine months ended September 30, 2001,
restructuring charges related to the termination of personnel and the closure of
non-productive branch offices were $580,000 compared to $0 for the nine months
ended September 30, 2000.

Operating Income (Loss). For the nine months ended September 30, 2001,
operating income decreased by $3,080,000 to an operating loss of $2,300,000 as
compared to an operating income of $780,000 for the nine months ended September
30, 2000. This decrease is primarily attributable to the reduction in gross
profit, increase in financing, depreciation and amortization, and restructuring
expenses.

Gain (loss) on investments. For the nine months ended September 30,
2001, we lost $130,242 on investments, compared to a gain of $94,728 for the
nine months ended September 30, 2000. At September 30, 2001, we wrote down our
investment in Tillyard Management of $130,242.

Income (Loss) Before Interest Charges. Income before interest charges
for the nine months ended September 30, 2001 decreased by $3,310,000 to a loss
of $2,430,000 compared to income of $880,000 for the nine months ended September
30, 2000.

Interest Charges. For the nine months ended September 30, 2001,
interest charges increased by $50,000 or 9% to $610,000 from $560,000 for the
nine months ended September 30, 2000. The reduction of long-term debt was offset
by the increase in our borrowing base, higher bank interest rates as a result of
not being in compliance with our bank covenants, and interest charged.

Income (Loss) Before Income Tax. Income before income tax for the nine
months ended September 30, 2001 decreased by $3,350,000, to a loss of $3,040,000
as compared to income before income tax of $310,000 for the nine months ended
September 30, 2000. The sharp decrease in income before income tax is a result
of the increase in financing, depreciation and amortization expense and
restructuring expenses, combined with the decrease in revenue and gross profit.

Income Taxes. Income tax expense for the nine months ended September
30, 2001 increased $730,000 or 2433% to $700,000 compared to a tax recovery of
$30,000 for the nine months ended September 30, 2000. The increase in income
taxes is a result of the write down of the deferred income tax asset.

Net Income (Loss). Net income for the nine months ended September 30,
2001 decreased by $4,090,000 to a net loss of $3,740,000 compared to net income
of $350,000 for the nine months ended September 30, 2001.

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

Revenue. Revenue for the year ended December 31, 2000 increased by
$17,300,000 or 64%, to $44,330,000, as compared to $27,030,000 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 $9,820,000, or 60%, to $26,180,000, as compared to $16,360,000 for
the year ended December 31, 1999. This increase was due to the increased volume
of outsourcing.

Gross Profit. Gross profit for the year ended December 31, 2000
increased by $7,470,000, or 70%, to $18,140,000, as compared to $10,670,000 for
the year ended December 31, 1999. This increase was attributable to the
aforementioned increase in revenue during the year ended December 31, 2000.

Expenses. Expenses for the year ended December 31, 2000 increased by
$17,160,000 or 158% to $28,000,000 compared to $10,840,000 for the year ended
December 31, 1999. Administrative expenses increased $3,610,000 or 66% to
$9,040,000 compared to $5,430,000 for the year ended December 31, 1999. This
increase was primarily attributable to the increase in corporate expenses to
support the increasing number of locations and volume of transactions. Selling
expenses increased $3,340,000 or 77% to $7,670,000 from $4,330,000 for the year
ended December 31, 1999. This increase is directly attributable to the increase
in revenue and related decrease in commissions. Financing expenses for the year
ended December 31, 2000 were $4,600,000 compared to zero for the year ended
December 31, 1999 and relate to the costs of acquisitions and the repricing of
options and warrants in connection with financing and acquisitions. For the year
ended December 31, 2000, depreciation and amortization expense increased
$1,370,000 or 183% to $2,120,000 from $750,000 for the year ended December 31,
1999. This increase is primarily attributable to the increase in capital assets
and the acquisition of other assets. For the year ended December 31, 2000,
goodwill was written down by $3,100,000 compared to zero for the year ended
December 31, 1999. The impairments are for the investments in E-Wink Inc. and
International Career Specialists. These two entities have ceased to operate and
therefore the goodwill has been determined to have no value. For the year ended
December 31, 2000, restructuring charges related to the termination of personnel
and the closure of non-productive branch offices were $690,000 compared to zero
for the year ended December 31, 1999.

Operating Income (Loss). For the year ended December 31, 2000,
operating income decreased by $8,970,000 to an operating loss of $8,810,000 as
compared to an operating income of $160,000 for the year ended December 31,
1999. This decrease is primarily attributable to the reduction in gross profit,
and the increase in financing, depreciation and amortization, the writedown of
goodwill and restructuring expenses.

Gain (loss) on investments. For the year ended December 31, 2000, we
had no gain or loss from investments compared to a gain of $250,000 for the year
ended December 31, 1999 related to investment in Conexys Limited.

Income (Loss) Before Interest Charges. Income before interest charges
for the year ended December 31, 2000 decreased by $9,220,000 to a loss of
$8,810,000 compared to income before interest charges of $410,000 for the year
ended December 31, 1999.

Interest Charges. For year ended December 31, 2000, interest charges
increased by $450,000 or 136% to $780,000 from $330,000 for the year ended
December 31, 1999, primarily due to the increase in long-term debt and the
increase in capital assets and our bank operating line of credit.

Income (Loss) Before Income Tax. Income before income tax for the year
ended December 31, 2000 decreased by $9,670,000, to a loss of $9,590,000
compared to income before income tax of $80,000 for the year ended December 31,
1999. The sharp decrease in income before income tax is a result of the increase
in financing, depreciation and amortization expense and restructuring expenses,
combined with the decrease in revenue and gross profit.

Income Taxes. Income tax expense for the year ended December 31, 2000
decreased $1,280,000 to a recovery of $1,190,000 related to research and
development tax credits for the company's software products compared to an
expense of $90,000 for the year ended December 31, 1999.

Net Income (Loss). Net income for the year ended December 31, 2000
decreased by $8,395,000 to a net loss of $8,400,000 compared to a net loss of
$5,000 for the year ended December 31, 1999.

Liquidity and Capital Resources

Our primary sources of cash are our revolving line of credit with Bank
One and proceeds from the sale of equity securities. Our primary capital
requirements include debt service, capital expenditures and working capital
needs.

At September 30, 2001, we had negative cash or cash equivalents and a
working capital deficiency of $1,850,000. At September 30, 2001, we had cash
flow from operations of $150,000, resulting from the accelerated collection of
accounts receivable and the postponement of payment of accounts payable. At
September 30, 2000, we had negative cash or cash equivalents and working capital
of $1,140,000. At September 30, 2000, we had a cash flow deficiency from
operations of $2,340,000, due primarily to a significant increase in accounts
receivable, decrease in accounts payable and an increase in inventory.

At September 30, 2001, we had cash flow from financing activities of
$720,000 attributable primarily to proceeds from the issuance of common stock of
$400,000, the issuance of preferred stock of $1,230,000 and the repayment of
notes of $210,000 and long-term debt of $860,000 which was offset by the
increase in long-term debt of $225,000. At September 30, 2000, we had cash flow
from financing activities of $6,090,000, attributable primarily to proceeds from
the issuance of common stock of $2,330,000, the issuance of preferred stock of
$2,000,000 and an increase in bank indebtedness of $840,000.

At September 30, 2001, we had a cash flow deficit from investing
activities of $670,000 attributable primarily to the purchase of capital assets
of $180,000, other assets of $300,000 and increase in long-term receivables of
$190,000. At September 30, 2000, we had a cash flow deficit from investing
activities of $4,900,000 attributable primarily to the purchase of capital
assets of $940,000, deferred development costs of $2,540,000 and cash payments
for subsidiaries of $1,650,000.

At September 30, 2001, we had $4,980,000 outstanding with Bank One. The
revolving line of credit provided for a maximum borrowing amount of $4,640,000
at variable interest rates based on eligible accounts receivable. At September
30, 2001, we had an overdraft of $340,000. We do not have an authorized
overdraft facility with Bank One, however the bank has allowed an overdraft of
up to $500,000 on a regular basis for approximately ten weeks. The revolving
line of credit agreement requires us to meet various restrictive covenants,
including a senior debt to EBITDA ratio, debt service coverage ratio, debt to
tangible net worth ratio and certain other covenants. At September 30, 2001 and
thereafter, we were not in compliance with the covenants contained in the
revolving line of credit agreement. Bank One has indicated its intention to
enter into a forbearance agreement with us in which the bank would refrain from
exercising any rights or remedies based on existing or continuing defaults,
including accelerating the maturity of the loans under the credit facility.

Any agreement reached with the bank could result in new terms which are
less favorable than current terms under the existing agreement, and could
involve a reduction in availability of funds, an increase in interest rates and
shorter maturities, among other things. If we are not successful in securing a
forbearance agreement or waivers of the bank's rights and remedies as a result
of the defaults, we will need to seek new financing arrangements from other
lenders. Such alternative financing arrangements may be unavailable to us or
available on terms substantially less favourable to us than our existing line of
credit facility. If we are unable to either procure a waiver from the bank or
acceptable alternative financing, such failures could have a material adverse
effect on our financial condition and results of operations. No assurance can be
given that we will be able to obtain a waiver from the bank on the default of
loan covenants or refinance our existing obligations.

As a result of the default on the loan covenants governing our credit
line facility, Bank One is restricting our repayment of certain subordinated
loans and notes payable. The parties affected by this restriction, include the
Business Development Bank of Canada, Roger Walters and Denise Dunne Fushi.

At September 30, 2001, we had $426,000 in subordinated debt outstanding
to the Business Development Bank of Canada. The loan agreements require us to
meet a certain working capital ratio. At September 30, 2001 and thereafter, we
were not in compliance with the covenant contained in the loan agreements. The
Business Development Bank of Canada has agreed to postpone the payment of
principal of its subordinated loans until March 2002. At that time, they will
re-evaluate our financial position and possibly extend the postponement until
June 2002. We have not made any principal payments to the Business Development
Bank of Canada since June 2001, but we are current in our interest obligations.

In September 2001, we restructured our note payable to Roger Walters,
the vendor of Cad Cam Inc. The principal was reduced from $1,200,000 to $750,000
in consideration of capital stock payable of $450,000. In addition, all
principal payments were postponed until January 1, 2003, at which time, we will
pay $12,500 per month plus interest at 4.5% until December 31, 2006. The balance
of $150,000 will be due on December 31, 2006. We are currently making interest
payments of $7,500 per month until December 31, 2002.

As a result of the tragic events of September 11, 2001, we lost our IT
recruitment office in the World Trade Center. All three staff members of this
office survived and are continuing business in temporary office space. This
office represents approximately $2,000,000 in annual information technology
recruitment revenue. We do not anticipate a material decline in revenue from
this office. We lost approximately $75,000 of fixed assets, including furniture,
computer hardware and office equipment. We are in the process of filing a
statement of loss with our insurance company. We are in the process of
renovating our training office in New York to accommodate the three staff
members.

Our training office located at 195 Broadway was also impacted by the
events of September 11, 2001. As a result of destruction of the building and
supporting utility companies, the office was closed for four weeks. This office
represents approximately $3,000,000 in annual technical training revenue. Many
of our top clients have since relocated to other cities and have indicated their
postponement of employee training until Spring 2002. The estimated loss of
revenue from this office is between $200,000 and $250,000 per month. In
addition, many of the office's computer assets are malfunctioning as a result of
debris and smoke.* As a result of the decline in revenue, we terminated four of
twelve employees from this office in October, 2001. At this time we do not know
what the total loss of revenue will be for our training operations in New York,
or the final amount of our insurance claim.

* We have filed an interim statement of loss with our insurance company and to
date have received approximately $125,000.

In June 2001, we filed a registration statement, which included the
registration of the Series C preferred shares held by Stonestreet Capital and
Alpha Capital. Once the registration statement is effective, we will be able to
drawn down on $375,000 in consideration for the issuance of Series C preferred
stock and warrants to purchase our common stock. These funds will be used to pay
down the current overdraft position with Bank One.

If we are not successful in securing a forbearance agreement or waivers
of Bank One's rights and remedies as a result of the defaults, we will need to
seek new financing arrangements from other lenders. As a result, on November 5,
2001, we entered into an agreement with Creative Funding Group, LLC, a New York
company, to assist in arranging a banking or alternative financing agreement.
Upon successful completion of a transaction, Creative Funding Group will be
entitled to receive a fee of 1.7% of the total credit facility. The agreement
may be cancelled by either party upon thirty days written notice.

In June 2001, we retained Banc One Capital Markets to represent us in
certain investment banking opportunities. This venture was not successful and
the agreement was terminated in September 2001. We are still currently exploring
investment banking opportunities, including joint ventures, strategic
partnerships, and the potential sale of our training and technology divisions.
The majority of our restructuring to date has been concentrated in these
divisions. Although they are now both at a cash flow neutral position, they
would require substantial capital to be invested in order for them to expand
their customer base and maintain revenue growth. Our current cash flows do not
permit us to make such an investment. As a result, we are seeking either an
investment into or the divestiture of these divisions. In the event that we do
not achieve either, we will maintain the current operations at their current
cash flow neutral levels. If we are successful in divesting these divisions, our
revenue will be reduced by approximately $4,500,000, which we believe will have
little impact on our profitability. Net cash proceeds from the sale of either
division would be applied toward the partial repayment of the credit line
facility with Bank One.

On November 1, 2001, we entered into an agreement with Transactive
Partners. Ltd., a Chicago company, to render representation and transaction
advisory services to us in connection with potential business combinations. Upon
successful completion of a transaction, Transactive Partners. Ltd., is entitled
to a fee equal to the greater of $50,000 or 5% of the gross proceeds depending
on the nature of the transaction. The agreement expires May 1, 2002.

We believe, despite our recent losses and negative working capital that
we have developed a business plan that if successfully implemented could
substantially improve our operational results and financial condition. However,
we can give no assurances that our current cash flows from operations, if any,
borrowings available under our line of credit, and proceeds from the sale of
securities, will be adequate to fund our expected operating and capital needs
for the next twelve months. The adequacy of our cash resources over the next
twelve months is primarily dependent on our operating results and our ability to
procure a waiver from the bank, alternate financing, and settlement of our
insurance claim, all of which are subject to substantial uncertainties. Cash
flow from operations for the next twelve months will be dependent, among other
things, upon the effect of the current economic slowdown on our sales, the
impact of the restructuring plan and management's ability to implement our
business plan. The failure to return to profitability and optimize operating
cash flow in the short term, and to successfully procure a waiver from the bank
or alternate financing, could have a material adverse effect on our liquidity
position and capital resources which may force us to curtail our operations.

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

Our primary sources of cash at December 31, 2000 were our revolving
line of credit with Bank One and proceeds from the sale of equity securities.
Our primary capital requirements included debt service, capital expenditures and
working capital needs.

At December 31, 2000, we had negative cash or cash equivalents and a
working capital deficiency of $3,090,000. During the year ended December 31,
2000, we had a cash flow deficiency from operations of $3,500,000, due primarily
to expenditures on research and development of Njoyn, and restructuring costs
associated with the closure of non performing branch offices.

At December 31, 1999, we had cash and cash equivalents of $1,900,000
and a working capital deficiency of $1,380,000. During the year ended December
31, 1999, we had a cash flow deficiency from operations of $1,530,000, due
primarily to an increase in accounts receivable of $2,840,000, which was
partially offset by an increase in accounts payable of $930,000.

For the year ended December 31, 2000, we had cash flow from financing
activities of $6,020,000, attributable primarily to share capital issue of
$5,530,000, an increase in long-term debt of $1,110,000 and an increase in bank
indebtedness of $630,000. For the year ended December 31, 1999, we had cash flow
from financing activities of $7,460,000, attributable primarily to proceeds of
$5,400,000 from the sale of share capital and an increase in bank indebtedness
of $2,360,000.

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, 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 six separate loans.

During the year ended December 31, 2000, we had a cash flow deficit
from investing activities of $3,720,000, attributable 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 $4,070,000, attributable to the
acquisition of Cad Cam Inc.

At December 31, 2000, we had $5,060,000 outstanding with Bank One. The
revolving line of credit provided for a maximum borrowing amount of $5,500,000
at variable interest rates based on eligible accounts receivable. The revolving
line of credit agreement requires us to meet various restrictive covenants,
including a senior debt to EBITDA ratio, debt service coverage ratio, debt to
tangible net worth ratio and certain other covenants. At December 31, 2000 and
thereafter, we were not in compliance with the covenants contained in the
revolving line of credit agreement. As a result of our defaults, the bank
increased the interest rates on the revolving lines subsequent to December 31,
2000.

As a result of the default on the loan covenants governing our credit
line facility, Bank One restricted our repayment of certain subordinated loans
and notes payable. The parties affected by this restriction, included the
Business Development Bank of Canada, Roger Walters and Denise Dunne Fushi.

At December 31, 2000, we had $545,000 in subordinated debt outstanding
to the Business Development Bank of Canada. The loan agreements require us to
meet a certain working capital ratio. At December 31, 2000 and thereafter, we
were not in compliance with the covenant contained in the loan agreements.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" and No. 142, "Goodwill and Other Intangible Assets." Under the new
rules, goodwill and indefinite lived intangible assets are no longer amortized
but are reviewed annually for impairment. Separable intangible assets that are
not deemed to have an indefinite life will continue to be amortized over their
useful lives. The amortization provisions of SFAS No. 142 apply to goodwill and
intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible assets acquired prior to July 1, 2001, we will apply the new
accounting rules beginning January 1, 2002.

Effective July 1, 2001, we changed our amortization policy from thirty
to fifteen years. We are currently assessing the financial impact SFAS No. 141
and No. 142 will have on our Consolidated Financial Statements. Any transitional
impairment loss will be recognized as the cumulative effect of a change in
accounting principle in our statement of earnings.

As of September 30, 2001, we have $8,270,000 unamortized goodwill.
Amortization expense related to goodwill was $215,000 for the three months ended
September 30, 2001 and $500,000 for the nine months ended September 30, 2001.

Effective July 1, 2001, we have changed our amortization period from 30
to 15 years on a perspective basis.

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

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

Technology

Njoyn

SecondWave

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.

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.

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 increase gross revenue by 22% 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 released Njoyn2, a revised and updated version of the
Njoyn software containing significant technological advancements. We have begun
the process of filing for several technology patents with respect to such
technological advancements. We are continuing to add new features to Njoyn2 and
believe that the advanced product will move us 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 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
Merrill Lynch
Microsoft
Toronto Stock Exchange

Competition

The information technology and engineering outourcing and 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 107 full-time
employees, including 48 recruiters, 25 account managers/salespeople and 34
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 September 30, 2001 consisted of
116 full-time employees, including 64 recruiters, 23 account
managers/salespeople and 29 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 341 contract workers
were placed by us who are performing services for our customers. At December 31,
2000 and September 30, 2001, there were approximately 390 and 400 contract
workers, respectively, placed by us who were performing services for our
customers.

Property

We maintain our headquarters in 13,924 square foot offices 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 $372,000. 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
Dayton, Ohio 8,426 10/31/01 $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
Charleston, South
Carolina 900 12/31/01 $15,120
Boston, Massachusetts 4,500 10/31/02 $119,280
New York, New York 12,265 08/31/06 $220,000
Toronto, Ontario 24,924 12/31/07 $750,908
Mississauga, Ontario 2,000 12/31/02 $35,264

Legal Proceedings

We are party to the following pending legal proceedings:

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. Michael
Carrazza 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 and seeking at least two hundred and fifty thousand
dollars ($250,000.00) in damages. Specifically, Mr. Carrazza claimed that we
failed to deliver cash or stock to Mr. Carrazza under an asset purchase
agreement pursuant to which Thinkpath acquired certain assets of Southport
Consulting Co. We 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 Thinkpath into executing the asset purchase agreement by
misrepresenting the value of the assets being purchased. After the commencement
of discovery, Mr. Carrazza filed a motion for summary judgment, which was
granted in his favor. A hearing to determine damages has not yet been conducted.
Thinkpath has filed a notice of appeal of the court's order.

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

Glenn Cressman, a former employee of Thinkpath Training Inc. (formerly
ObjectArts Inc.), instituted an action against us in the Ontario Superior Court
of Justice, City of London, Ontario, Court File No. 37208, alleging wrongful
dismissal. Specifically, Mr. Cressman claimed that we terminated him without
cause and he was seeking $100,000 in damages, plus punitive damages and
attorneys' fees. On November 8, 2001, we settled with Mr. Cressman for $10,000
including attorneys' fees.

John James Silver, a former employee, commenced an action against us in
the Supreme Court of the State of New York, County of New York, Index No.
1113642/01, alleging breach of contract, quantum meruit, and account stated. Mr.
Silver is seeking $81,147 in damages. Specifically, Mr. Silver alleges that we
have breached an employment agreement with him, claiming that we owe him damages
representing unpaid salary, vacation time, a car allowance, severance pay and
stock options. Mr. Silver also claims that we owe him damages for allegedly
having defaulted on payment for certain services that he performed. Mr. Silver
has filed a motion seeking to amend his complaint to add claims for fraud,
unjust enrichment and an accounting, and to seek damages in the sum of
$330,367.00. That motion, which we opposed, is pending before the court.
Discovery has not yet commenced in this action, which we will defend vigorously.

Raymond M. Kelly, III, filed a non-payment of wages complaint form with
the Commonwealth of Massachusetts Office of the Attorney General. Mr. Kelly, a
former employee, has claimed that we have improperly failed to comply with an
agreement to provide him with a cash bonus and stock distribution. We strongly
dispute Mr. Kelly's claim.

We are not party to any other litigation, pending or otherwise.

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
Robert Escobio 46 Director

Each director is elected for a period of one year at our 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 annually
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, an international 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
2000, and as a member of 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 2000. 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 served as our 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,
Wolf and Marcus, 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 inception 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.

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 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, and Kelly Hankinson.

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:

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- 100,000 -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-International 1998 130,580 -0- -0- 4,000 35,888(2)
Career Specialists Inc.

John R. Wilson, 2000 80,000 -0- -0- 4,000 $80,000(3)
President-Systemsearch 1999 81,600 -0- -0- 24,000 76,915(3)
Consulting Services 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 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 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 November 28, 2001. Mr. French shall be
paid a base salary of $150,000 and a bonus to be determined by the company's
EBITDA as a percentage of gross revenue with a minimum guaranteed bonus of
$100,000. The bonus will be paid in cash or shares at the company's discretion.
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 previous employment agreement. Mr. French continues
to serve as our Chairman and Chief Executive Officer.

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.

In September 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 1, 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, 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 15, 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 15, 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 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 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 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 May 29, 2001, Joel Schoenfeld was issued an option to purchase
50,000 shares of our common stock at an exercise price of $0.50 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
16,666 shares of common stock per year and shall be fully vested on December 26,
2004. The option expires on May 29, 2006. On December 26, 2001, Mr. Schoenfeld
resigned from the Board of Directors.

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 is required To
assist 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. 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 425,000 shares of our common stock
and $10,000 pursuant to the agreement. The additional 175,000 shares constituted
compensation to Burlington Capital Markets Inc. as a settlement on the
termination of 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.

As a result of an oral agreement between us and Del Mar Consulting
Group entered into in December 2000, on January 24, 2001, we executed a written
agreement pursuant to which Del Mar Consulting Group shall provide investors'
communications and public relations services. Pursuant to the agreement, we
issued a non-refundable retainer of 400,000 shares common stock to Del Mar and
are required to pay $4,000 per month for on-going consulting services. In
addition, we issued Del Mar warrants to purchase 400,000 shares of our common
stock at $1.00 per share and 100,000 shares at $2.00 per share which
collectively expire January 24, 2005 and are exercisable commencing August 1,
2001. As the agreement to issue the non-refundable retainer was reached in
December 2000, the 400,000 shares with a value of $268,000 has been included in
the shares issued for services rendered and has been included in acquisition
costs and financing expenses for December 31, 2000. The value of the warrants of
$216,348 has been included in paid in capital in January 2001 and the expense is
being reflected over the six-month period ending August 1, 2001. In April 2001,
the warrants were cancelled and new warrants were issued which are exercisable
commencing April 2001 and the balance are exercisable commencing August 1, 2001.
The value of the change in the warrants of $29,702 has been included in the paid
in capital in April 2001. On August 22, 2001, we issued 93,883 shares of our
common stock in lieu of fees, for investor communications and public relations
services rendered.

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.

On April 1, 2001, we entered into an agreement with Dailyfinancial.com,
Inc., a New York corporation, pursuant to which Dailyfinancial will provide
services with respect to investor communications and public relations.
Dailyfinancial acts a liaison between us and our shareholders, brokers,
broker-dealers and other investment professionals. In lieu of fees, we issued
Dailyfinancial 90,000 shares of our common stock for services to be rendered for
the period between April 1, 2001 to September 30, 2001. On October 3, 2001 we
issued an additional 75,000 shares of our common stock in lieu of fees for
services to be rendered for the period between October 1, 2001 to December 31,
2001.

On November 1, 2001, we agreed to amend our agreement with the Series C
preferred stockholders, and removed the provision prohibiting the investors from
executing short sales of the Company's common stock for as long as they continue
to hold shares of Series C preferred stock. The amendment was made in
consideration of the investors' waiver of certain penalties and fees for
delinquent registration of the common stock underlying the Series C preferred
shares.

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 Michael Carrazza 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 and seeking at least two hundred and
fifty thousand dollars ($250,000.00) in damages. Specifically, Mr. Carrazza
claimed that we failed to deliver cash or stock to Mr. Carrazza under an asset
purchase agreement pursuant to which Thinkpath acquired certain assets of
Southport Consulting Co. We 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 Thinkpath into executing the asset purchase
agreement by misrepresenting the value of the assets being purchased. After the
commencement of discovery, Mr. Carrazza filed a motion for summary judgment,
which was granted in his favor. A hearing to determine damages has not yet been
conducted. We have filed a notice of appeal of the court's order.

In September, 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.
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. In September 2001, we restructured our
note payable to Roger Walters, the vendor of Cad Cam Inc. The principal was
reduced from $1,200,000 to $750,000 in consideration of capital stock payable of
$450,000. In addition, all principal payments were postponed until January 1,
2003, at which time, we will pay $12,500 per month plus interest at 4.5% until
December 31, 2006. The balance of $150,000 will be due on December 31, 2006. We
are currently making interest payments of $7,500 per month until December 31,
2002.

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 agreement with Marilyn Sinclair, a
former officer of Object Arts Inc. Such employment agreement was for a term of 3
years commencing on January 1, 2000, the effective date of the acquisition, with
an annual salary of $82,000. Ms. Sinclair was not 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 1, 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, 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. In September 2001, we
restructured our note payable to Denise Dunne, the vendor of MicroTech
Professionals Inc. The principal was reduced from $1,965,000 to $1,740,000 in
consideration of capital stock payable of $225,000. In addition, all principal
payments were postponed until January 1, 2003, at which time, we will pay
$20,000 per month plus interest at 5% until December 31, 2006. The balance of
$781,287 will be due on January 1, 2007. We are currently making interest
payments of $14,397 per month until December 30, 2002.

On November 15, 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
15, 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, Wolf & Marcus, 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, Wolf & Marcus, LLP.

During the fiscal year ended December 31, 2001 we paid to Gersten,
Savage, Kaplowitz, Wolf & Marcus, LLP, our United States legal counsel,
Approximately $180,000 and issued 158,635 shares of common stock in
consideration for legal services rendered. Arthur S. Marcus, one of our
directors, is a partner of Gersten, Savage, Kaplowitz, Wolf & Marcus, 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 January 25, 2002, 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:

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

Declan A. French 2,338,459 (3) 13.3%
Laurie Bradley - - - - - -
Tony French 70,133 (4) *
Kelly Hankinson 180,167 (5) 1%
John Dunne 41,424 (6) *
Arthur S. Marcus 30,500 (7) *
Ronan McGrath 25,500 (8) *
Robert Escobio 200,000 (9) 1.1%
Roger W. Walters 1,395,398 (10) 8%
KSH Strategic Investment Fund I,
L.P. 1,994,673 (11) 11.3%
All Directors and Officers as a
Group (8 persons) (3 - 9) 2,886,183 16.4%

* Less than 1%.

(1) Except as set forth above, the address of each individual is 55 University
Avenue, Suite 400, 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 October 10, 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 523,263 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 126,167 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
182,177 shares of common stock issued in the name of Gersten, Savage, Kaplowitz,
Wolf & Marcus, 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) 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.

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

(11) 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, 17,834,031 shares of which were outstanding as of January
25, 2002, 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

Pursuant to a share purchase agreement dated April 18, 2001 (Series C
Preferred Stock Purchase Agreement) as amended on June 6, 2001, we issued an
aggregate of 1,230 shares of Series C 7% Cumulative Convertible Preferred Stock
(Series C Preferred Stock). As of the date of this prospectus, there are 945
shares of Series C Preferred Stock outstanding. The issuance of the Series C
Preferred Stock was made pursuant to Section 4(2) of the Securities Act and each
of the investors was a sophisticated, accredited investor who took the shares
for investment purposes. There was no underwriter involved in the transaction.

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

Pursuant to the registration requirements under the Series C Preferred
Stock Purchase Agreement, we are filing this registration statement which
includes the shares of common stock (Registration Statement) issuable upon the
conversion of all the shares of Series C Preferred Stock issued and the to be
issued shares of preferred stock and the shares of common stock issuable upon
exercise of the common stock purchase warrants issued and to be issued. In the
event that the registration statement is not declared effective by the
Commission within 120 days of June 6, 2001 then we are obligated to pay each
Series C preferred stockholders (pro-rata on a monthly basis), as liquidated
damages and not as a penalty, 3% per month of (i) the then outstanding stated
value of each share of Series C preferred stock ($1,000), and (ii) the value of
any outstanding warrants (valued at the difference between the average closing
bid price during the applicable month and the exercise price multiplied by the
number of warrant shares the warrants are exercisable into) held by such Series
C stockholder until such registration statement is declared effective by the
Commission.

Pursuant to the terms of the original Series C Stock Purchase
Agreement, we were obligated to issue to the investors an aggregate of 500
shares of Series C Preferred Stock and common stock purchase warrants in
consideration for an additional $500,000. Such issuance was to take place upon
the effective date of the Registration Statement and the satisfaction or waiver
of the following conditions: (a) that each investor had delivered immediately
available funds; (b) that all representations and warranties by the parties
shall have remained true and correct and (c) that all permits and qualifications
required by any state shall have been obtained.

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

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 is 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
to 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. The Conversion Price is subject to the following
limitations: (a) for the 120 calendar days following April 18, 2001, the
Conversion Price shall not be less than $.375 per share; (b) during the period
commencing on the 121st calendar following April 18, 2001 and ending on the
180th calendar following April 18, 2001, the Conversion Price of 50% of each of
the holders' shares of Series C Preferred Stock shall not be less than $.375;
and (c) on any day after the 180th calendar following April 18, 2001, there
shall be no floor on the Conversion Price.

As of January 25, 2002, 280 shares of Series C preferred stock have
been converted into 1,988,795 shares of common stock and 723,076 warrants, of
which none have been exercised.

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.

Common Stock Purchase Warrants

There are outstanding warrants to purchase an aggregate of 3,076,711
shares of our common stock. 475,000 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, 500,000 of the
warrants are exercisable at any time and in any amount until March 15, 2005 at a
purchase price of $3.25 per share, 100,000 of the warrants are exercisable at
any time and in any amount until June 1, 2004 at a purchase price of $3.25 per
share, 225,000 of the warrants are exercisable at any time and in any amount
until July 6, 2005, 532,534 of the warrants are exercisable at any time and in
any amount until August 22, 2005 at a purchase price of $2.4614 per share,
230,693 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, 100,000 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. 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.

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, 7,290,335 are "restricted securities" as the term is defined in
Rule 144 under the Securities Act 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 January 25, 2002, 1,337,867 shares of
the common stock held by beneficial owners are eligible for sale pursuant to
Rule 144. We are unable to predict the effect of any sales made under Rule 144
and Rule 144k 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. [CHECK NUMBER OF SHARES
WITH TRANSFER AGENT].

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

Alpha Capital AG None 1,765,569(3) 5,722,699(4)(5) 0.0%
Stonestreet L.P. None 1,765,569(6) 5,607,366(7)(8) 0.0%
Andrew Reckless None 408,599 257,168 0.0%
Paul T. Mannion None 408,599 257,168 0.0%
Gersten, Savage &
Kaplowitz, LLP Legal Counsel 182,177 182,177 0.0%
Arthur S. Marcus Director and Partner
of Legal Counsel 30,500 30,500(9) *
Christopher J. Kelly Employee of Legal
Counsel 12,500 12,500(10) 0.0%
Denise Dunne-Fushi Employee 450,000 133,333 2.1%
KSH Investment Group, Inc. Former Placement
Agent and Current
Financial Consultant 150,000 150,000 0.0%
Dailyfinancial.com, Inc. Consultant 90,000 90,000 0.0%
Burlington Capital
Markets, Inc. Consultant 425,000 425,000 0.0%
Del Mar Consulting Group Consultant 693,883(11) 600,000 *
Robert B. Prag Consultant 23,622 23,622 0.0%
Roger W. Walters Former Director and
Former Officer 1,395,398 1,125,398 1.8%
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
Group Consultant 140,000 140,000 0.0%

* 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 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 also includes; (a) such number of additional
shares of our common stock as may be issued upon (i) the conversion of the 945
issued and outstanding shares of Series C 7% Convertible Preferred Stock, (ii)
the exercise of warrants to purchase an aggregate of 723,076 shares of our
common stock that were issued in the April 2001 private placement offering,
(iii) the conversion of the 375 shares of Series C 7% Convertible Preferred
Stock that we are obligated to issue upon the effective date of this
registration statement, (iv) the exercise of 576,332 warrants to purchase
shares of our common stock which warrants we are obligated to issue upon the
effective date of this registration statement, and (b) an aggregate of (i)
25,500 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) 35,000
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. Accordingly, 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, such shareholder may not own more than 9.9% of our
common stock at any one time.

(4) Includes 576,332 shares of our common stock issuable upon the conversion
of shares of the Series C 7% Convertible Preferred Stock we are obligated to
issue upon the effective date of this registration statement.

(5) Includes 576,332 shares of our common stock issuable upon the exercise of
the common stock purchase warrants we are obligated to issue upon the effective
date of this registration statement.

(6) 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, such shareholder may not own more than 9.9% of our
common stock at any one time.

(7) Includes 576,332 shares of our common stock issuable upon the conversion of
shares of the Series C 7% Convertible Preferred Stock we are obligated to issue
upon the effective date of this registration statement.

(8) Includes 576,332 shares of our common stock issuable upon the exercise of
the common stock purchase warrants we are obligated to issue upon the effective
date of this registration statement.

(9) Includes (i) 2,500 shares of our common stock issuable upon the exercise of
options exercisable at $3.19 per share, and (ii) 25,000 shares of our common
stock issuable upon the exercise of options exercisable at $.70 per share.

(10) 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.

(11) 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. As per the United States Securities
rules and regulations, certain of the selling security holders may not use the
shares of our common stock sold under this registration statement to cover short
positions taken since this registration statement was filed.

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, Wolf & Marcus, 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 nine months ended
September 30, 2001 and September 30, 2000, 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 INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED)

AND THE YEARS ENDED DECEMBER 31, 2000 AND 1999

(AMOUNTS EXPRESSED IN US DOLLARS)

F-1

REPORT OF INDEPENDENT AUDITORS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF THINKPATH INC.

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

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

In our opinion, these revised consolidated financial statements referred to
above present fairly, in all material respects, the revised consolidated
financial position of Thinkpath Inc. (formerly Thinkpath.com Inc.) as of
December 31, 2000 and 1999 and the revised 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 Notes 1, 2, and 14 which is as of October 5, 2001
and Notes 1 and 26 which is as of February 1, 2002

F-2

THINKPATH INC.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2001 (UNAUDITED), DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

(Unaudited) (Restated)
September 30, December 31, December 31,
2001 2000 1999
---- ---- ----

$ $ $

ASSETS
CURRENT ASSETS

Cash -- -- 1,904,588
Short-term investments -- -- 383,146
Accounts receivable 6,276,010 7,857,999 5,945,659
Inventory 51,807 93,670 50,004
Income taxes receivable 270,099 358,436 47,807
Prepaid expenses 409,443 335,930 435,022
--------------- --------------- ---------------

7,007,359 8,646,035 8,766,226

CAPITAL ASSETS 3,160,604 3,596,759 3,516,785

GOODWILL 8,272,467 8,585,290 6,735,436

INVESTMENT IN NON-RELATED COMPANIES 1,372,323 1,318,091 --

DUE FROM RELATED PARTY -- -- 211,313

LONG-TERM RECEIVABLE 273,530 83,450 --

OTHER ASSETS 1,248,866 1,812,889 1,316,111

DEFERRED INCOME TAXES 236,103 1,643,426 --
--------------- --------------- ---------------

21,571,252 25,685,940 20,545,871
=============== =============== ===============

F-3

THINKPATH INC.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2001 (UNAUDITED), DECEMBER 31, 2000 AND DECEMBER 31, 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

(Unaudited) (Restated)
September 30, December 31, December 31,
2001 2000 1999
---- ---- ----

$ $ $

LIABILITIES
CURRENT LIABILITIES

Bank indebtedness 4,980,282 5,061,410 4,435,199
Accounts payable 3,273,601 3,822,984 3,201,186
Income taxes payable -- -- 159,830
Deferred revenue 154,241 219,308 --
Current portion of long-term debt 446,723 946,131 1,051,275
Current portion of notes payable -- 1,683,333 1,300,000
--------------- --------------- ---------------

8,854,847 11,733,166 10,147,490

DEFERRED INCOME TAXES -- -- 99,472

LONG-TERM DEBT 791,365 760,313 562,126

NOTES PAYABLE 2,407,659 1,641,667 1,150,000

LIABILITIES PAYABLE IN CAPITAL STOCK 773,033 751,788 1,000,000
--------------- --------------- ---------------

12,826,904 14,886,934 12,959,088
--------------- --------------- ---------------

STOCKHOLDERS' EQUITY

CAPITAL STOCK 26,342,456 23,759,415 7,870,874

DEFICIT (16,723,231) (12,306,862) (261,950)

ACCUMULATED OTHER COMPREHENSIVE LOSS (874,877) (653,547) (22,141)

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

8,744,348 10,799,006 7,586,783
--------------- --------------- ---------------

21,571,252 25,685,940 20,545,871
=============== =============== ===============

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

F-4

THINKPATH INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30 (UNAUDITED) AND THE YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

(UNAUDITED) (UNAUDITED) (RESTATED)
9 MONTHS ENDED 9 MONTHS ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
2001 2000 2000 1999
--------------- --------------- --------------- ---------------
$ $ $ $

REVENUE 29,228,191 32,629,218 44,325,780 27,032,435

COST OF SERVICES 19,738,364 19,771,530 26,182,828 16,362,475
--------------- --------------- --------------- ---------------
GROSS PROFIT 9,489,827 12,857,688 18,142,952 10,669,960

OTHER INCOME -- -- 259,532 --
--------------- --------------- --------------- ---------------
9,489,827 12,857,688 18,402,484 10,669,960
--------------- --------------- --------------- ---------------
EXPENSES
Administrative 4,298,309 5,362,952 9,037,960 5,433,709
Selling 4,576,715 5,605,362 7,672,616 4,330,410
Financing expenses 614,703 -- 4,585,493 --
Depreciation and amortization 1,712,937 1,108,242 2,119,396 746,743
Writedown of goodwill -- -- 3,113,268 --
Restructuring costs 582,612 -- 685,103 --
--------------- --------------- --------------- ---------------
11,785,276 12,076,556 27,213,836 10,510,862
--------------- --------------- --------------- ---------------

OPERATING INCOME (LOSS) (2,295,449) 781,132 (8,811,352) 159,098

Gain (loss) on investments (130,242) 94,728 -- 252,708
--------------- --------------- --------------- ---------------

INCOME (LOSS) BEFORE INTEREST CHARGES (2,425,691) 875,860 (8,811,352) 411,806

Interest Charges 612,978 562,247 776,637 330,040
--------------- --------------- --------------- ---------------

INCOME (LOSS) BEFORE INCOME TAXES (3,038,669) 313,613 (9,587,989) 81,766

Income taxes (recovery) 699,501 (31,406) (1,189,672) 87,089
--------------- --------------- --------------- ---------------

NET INCOME (LOSS) (3,738,170) 345,019 (8,398,317) (5,323)

PREFERRED STOCK DIVIDEND REQUIREMENTS 724,989 350,579 3,646,595 138,000
--------------- --------------- --------------- ---------------

EARNINGS APPLICABLE TO COMMON STOCK (4,463,159) (5,560) (12,044,912) (143,323)
=============== =============== =============== ===============

WEIGHTED AVERAGE NUMBER OF COMMON STOCK
OUTSTANDING BASIC AND FULLY DILUTED 14,277,356 4,525,622 5,296,442 3,194,018
=============== =============== =============== ===============
INCOME (LOSS) PER WEIGHTED AVERAGE
COMMON STOCK BEFORE PREFERRED DIVIDENDS
BASIC AND FULLY DILUTED (0.26) 0.08 (1.59) (0.00)
=============== =============== =============== ===============
INCOME (LOSS) PER WEIGHTED AVERAGE
COMMON STOCK AFTER PREFERRED DIVIDENDS
BASIC AND FULLY DILUTED (0.31) (0.01) (2.27) (0.04)
=============== =============== =============== ===============

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

F-5

THINKPATH INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND THE YEARS ENDED
DECMEBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

COMMON STOCK
NUMBER OF PREFERRED STOCK NUMBER OF
SHARES SHARES
A B C
--------------- --------------- --------------- ---------------

Balance as at December 31, 1998 2,495,135 -- -- --
(Restated)

Net loss for the year -- -- -- --

Other comprehensive loss, net of tax:
Foreign currency translation -- -- -- --
Adjustment to market value -- -- -- --

Other comprehensive loss

Comprehensive loss

Issuance of common stock 1,370,767 -- -- --

Issuance of preferred stock -- 15,000 -- --

Dividend on preferred stock -- -- -- --

--------------- --------------- --------------- ---------------
Balance as of December 31, 1999 3,865,902 15,000 -- --
(Restated)

Cumulative effect adjustment -- -- -- --

Net loss for the year -- -- -- --

Other comprehensive loss, net of tax:
Foreign currency translation -- -- -- --
Adjustment to market value -- -- -- --

Other comprehensive loss

Comprehensive loss

Issuance of common stock 2,821,782 -- -- --

Issuance of preferred stock -- 7,500 1,500 --

Common stock and warrants
issued in consideration of
services and investment 3,533,111 -- -- --

Dividend on preferred stock
from beneficial conversion benefit -- -- -- --

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

--------------- --------------- --------------- ---------------
Balance as of December 31, 2000 11,915,138 1,050 750 --

Net loss for the period -- -- -- --

Other comprehensive income (loss), net of tax:
Foreign currency translation -- -- -- --
Adjustment to market value -- -- -- --

Other comprehensive income

Comprehensive loss

Issuance of comon stock for cash 525,000 -- -- --

Issuance of preferred stock -- -- -- 1,230

Options exercised 22,122 -- -- --

Common stock and warrants issued, and
repriced in consideration of services 330,632 -- -- --

Reduction in common stock payable 316,667 -- -- --

Dividend on preferred stock -- -- -- --

Conversion of preferred stock to
common stock 2,142,613 (1,050) (750) (120)

Beneficial conversion on
Issuance of preferred stock -- -- -- --

Debt settled through the issuance
of common stock 93,883 -- -- --

Allowance for deferred taxes
recoverable on issue expenses -- -- -- --
--------------- --------------- --------------- ---------------
Balance as of September 30, 2001 15,346,055 -- -- 1,110
=============== =============== =============== ===============

ACCUMULATED
CAPITAL OTHER
STOCK RETAINED COMPREHENSIVE COMPREHENSIVE
AMOUNTS EARNINGS INCOME (LOSS) INCOME (LOSS)

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

Balance as at December 31, 1998 1,792,944 (118,627) (139,026)
(Restated)

Net loss for the year -- (5,323) (5,323)
---------------
Other comprehensive loss, net of tax:
Foreign currency translation -- -- 116,885
Adjustment to market value -- -- --
---------------
Other comprehensive loss 116,885 116,885
---------------
Comprehensive loss 111,562
===============
Issuance of common stock 4,787,788 --

Issuance of preferred stock 1,152,142

Dividend on preferred stock 138,000 (138,000)

--------------- --------------- ---------------
Balance as of December 31, 1999 7,870,874 (261,950) (22,141)
(Restated)

Cumulative effect adjustment 1,091,606 (1,091,606)

Net loss for the year -- (8,398,317) (8,398,317)
---------------
Other comprehensive loss, net of tax:
Foreign currency translation -- -- (707,954)
Adjustment to market value -- -- 76,548
---------------
Other comprehensive loss (631,406) (631,406)
---------------
Comprehensive loss (9,029,723)
===============
Issuance of common stock 5,394,766 --

Issuance of preferred stock 2,287,980 --

Common stock and warrants
issued in consideration of
services and investment 4,618,988 --

Dividend on preferred stock
from beneficial conversion benefit 2,495,201 (2,554,989)

Conversion of preferred stock to
common stock -- --

--------------- --------------- ---------------
Balance as of December 31, 2000 23,759,415 (12,306,862) (653,547)

Net loss for the period -- (3,738,170) (3,738,170)
---------------
Other comprehensive income (loss), net of tax:
Foreign currency translation -- -- (220,539)
Adjustment to market value -- -- (791)
---------------
Other comprehensive income (221,330) (221,330)
---------------
Comprehensive loss (3,959,500)
===============
Issuance of comon stock for cash 400,000 --

Issuance of preferred stock 1,230,000 --

Options exercised 1 --

Common stock and warrants issued, and
repriced in consideration of services 422,182 --

Reduction in common stock payable 625,000 --

Dividend on preferred stock 367,640 (394,106)

Conversion of preferred stock to
common stock -- --

Beneficial conversion on
Issuance of preferred stock 284,093 (284,093)

Debt settled through the issuance
of common stock 44,125 --

Allowance for deferred taxes
recoverable on issue expenses (790,000) --
--------------- --------------- ---------------
Balance as of September 30, 2001 26,342,456 (16,723,231) (874,877)
=============== =============== ===============

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

F-6

THINKPATH INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

(UNAUDITED) (UNAUDITED)
9 MONTHS 9 MONTHS YEAR YEAR
ENDED ENDED ENDED ENDED
SEPTEMBER SEPTEMBER DECEMBER DECEMBER
2001 2000 2000 1999
---- ---- ---- ----
$ $ $ $

Cash flows from operating activities
Net income (loss) (3,738,170) 345,019 (8,398,317) (5,323)
---------- ---------- ---------- ----------
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Gain on short-term investments -- (94,728) -- (237,578)
Share of equity loss in subsidiary -- 246,236 -- --
Amortization 1,712,937 1,198,242 2,119,396 746,743
Write down of goodwill -- -- 3,113,268 --
Liabilities payable in common stock payable -- -- 67,000 --
Decrease (increase) in accounts receivable 1,604,197 (2,715,629) (142,862) (2,841,510)
Decrease (increase) in prepaid expenses (80,776) 243,513 99,092 (225,549)
Increase (decrease) in accounts payable (186,017) (604,401) (451,729) 925,060
Increase in income taxes payable (receivable) 84,494 (184,444) (470,459) 32,969
Decrease (increase) in short term investments 130,242 (14,933) -- --
Decrease (increase) in deferred income taxes 611,439 (384,455) (1,742,898) 72,333
Decrease (increase) in inventory 41,351 (200,612) (43,666) --
Increase (decrease) in deferred revenue (63,899) 57,760 219,308 --
Forgiveness of long-term debt (190,629) -- -- --
Common stock and warrants issued for services 428,299 -- 3,050,288 --
Long-term investment received for services (206,072) (230,111) (932,927) --
---------- ---------- ---------- ----------
Total adjustments 3,885,566 (2,683,562) 4,883,811 (1,527,532)
---------- ---------- ---------- ----------

Net cash used in operating activities 147,396 (2,338,543) (3,514,506) (1,532,855)
---------- ---------- ---------- ----------

Cash flows from investing activities
Purchase of capital assets (183,803) (941,472) (1,108,814) (907,074)
Disposal (purchase) of other assets (295,476) 223,835 (1,229,266) (942,087)
Increase in long-term receivable (188,026) -- (83,450) --
Deferred development costs -- (2,535,492) -- --
Cash payment for subsidiaries -- (1,648,557) (1,300,000) (1,985,732)
Acquisition of shares in non-related company -- -- -- (236,819)
---------- ---------- ---------- ----------

Net cash used in investing activities (667,305) (4,901,686) (3,721,530) (4,071,712)
---------- ---------- ---------- ----------

Cash flows from financing activities
Repayment of notes payable (211,127) 1,048,151 (1,053,174) (65,569)
Repayment of long-term debt (861,292) 87,538 (187,281) (241,495)
Cash received on due from related party -- 49,440 -- --
Cash received (paid) on long-term debt 225,000 (273,826) 1,106,536 --
Proceeds from issuance of common stock 400,000 2,333,716 3,237,866 4,281,804
Proceeds from issuance of preferred stock 1,230,000 1,999,980 2,287,980 1,119,186
Increase (decrease) in bank indebtedness (61,505) 843,107 626,211 2,364,010
---------- ---------- ---------- ----------
Net cash provided by financing activities 721,076 6,088,106 6,018,138 7,457,936
---------- ---------- ---------- ----------
Effect of foreign currency exchange rate changes (201,167) 31,739 (686,690) 51,219
---------- ---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents -- (1,120,384) (1,904,588) 1,904,588
Cash and cash equivalents
-Beginning of period -- 1,904,588 1,904,588 --
---------- ---------- ---------- ----------
-End of period -- 784,204 -- 1,904,588
========== ========== ========== ==========

SUPPLEMENTAL CASH ITEMS:
Interest paid 612,978 562,247 776,637 325,952
========== ========== ========== ==========
Income taxes paid 99,501 117,190 435,089 --
========== ========== ========== ==========

SUPPLEMENTAL NON-CASH ITEM:
Preferred stock dividend 711,521 -- -- --
Common shares issued for liabilities 669,125 -- -- --
Reduction in notes payable 650,600 -- -- --
Deferred taxes 790,000 -- -- --
========== ========== ========== ==========

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

F-7

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

1. MANAGEMENT'S INTENTIONS

Certain principal conditions and events are prevalent which indicate that
there could be substantial doubt about the company's ability to continue as
a going concern for a reasonable period of time. These conditions and
events include a significant current operating loss, working capital
deficiencies, and violation of certain loan covenants. At September 30,
2001, the Company had a working capital deficiency of $1,850,000, a deficit
of $16,700,000 and has suffered recurring losses from operations.

With insufficient working capital from operations, the Company's primary
sources of cash have been a revolving line of credit with Bank One and
proceeds from the sale of equity securities. At September 30, 2001, the
balance of the revolving line of credit was $5,000,000 although the maximum
borrowing amount was only $4,600,000 based on eligible receivables. The
company does not have an authorized overdraft facility with Bank One and no
assurance can be made that the bank will continue the overdraft facility.
The revolving line of credit agreement requires the Company to meet various
restrictive convenants, including a senior debt to EBITDA ratio, debt
service coverage ratio, debt to tangible net worth ratio and certain other
covenants. At September 30, 2001 and thereafter, the company did not comply
with the covenants contained in the revolving line of credit agreement. The
bank has indicated its intent to enter into a forbearance agreement in
which it would refrain from exercising any right or remedies based on
continuing or existing defaults. If the company is not successful in
procuring a forbearance agreement or alternative financing arrangements, it
may be required to issue additional securities which may result in the
substantial dilution to existing shareholders.

As at February 1, 2002, management's plans to mitigate and alleviate these
adverse conditions and events include:

A. Restructuring of operations relating to the closure of
non-profitable offices, termination of redundant staff and the
institution of other cost cutting measures. See Note 16. Although
there can be no assurances, it is anticipated that continued cash
flow improvements will be sufficient to cover current operating
costs and will permit partial payments to vendors and interest
payments on all debt.
B. Ongoing negotiations to restructure bank loan agreements with the
company's principal and subordinated bankers.
C. Ongoing efforts to procure cash through a private placement of debt,
equity and warrant securities.
D. Settlement of an outstanding insurance claim related to the loss of
assets and business for two offices impacted by the terrorist events
of September 11, 2001.
E. The Company is refocusing on its technical publications and
engineering division and attempting to increase sales by providing
defense related services to US military suppliers and introducing
e-learning solutions to existing clients. Subsequent to September
30, 2001, this division has secured several large defense related
contracts that will have a significant impact on the company's
profitability in 2002.
F. Ongoing discussions with parties interested in acquiring certain
divisions of the company.

Despite its negative working capital and deficit, the company believes that
its management has developed a business plan that if successfully
implemented could substantially improve the company's operational results
and financial condition. However, the company can give no assurances that
its current cash flows from operations, if any, borrowings available under
its revolving line of credit, and proceeds from the sale of securities,
will be adequate to fund its expected operating and capital needs for the
next twelve months. The adequacy of cash resources over the next twelve
months is primarily dependent on its operating results, ability to procure
a waiver from the bank, alternate financing, and settlement of its
insurance claim, all of which are subject to substantial uncertainties.
Cash flow from operations for the next twelve months will be dependent,
among other things, upon the effect of the current economic slowdown on
sales, the impact of the restructuring plan and management's ability to
implement its business plan. The failure to return to profitability and
optimize operating cash flow in the short term, and to successfully procure
a waiver from the bank or alternate financing, could have a material
adverse effect on the company's liquidity position and capital resources.

F-8

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

2. RESTATEMENT

The financial statements as at December 31, 2000 have been restated as
previously filed with the Securities and Exchange Commission as follows;

a) to reflect the repricing of options in consideration of a reduction in
the balance of the note payable which was fully recorded in December 31,
2000. Previously $100,000 representing the value of the repricing of the
options and extension of the option term was reflected in the first
quarter of 2001.

b) The value of 300,000 warrants issued as part of the Class B preferred
share issue have been segregated from the proceeds received on the sale
of the Class B shares in the amount of $ 805,698. This amount increases
the benefit of the conversion of the Class B shares to common shares and
has therefore increased the preferred share dividends from $2,840,897 to
$3,646,595., including the cumulative effect adjustment required to
reflect the beneficial conversion to common shares of the preferred
shares issued prior to January 1, 2000.

c) The investment in E-Wink, Inc. has been reflected as a purchase
transaction and the results of the subsidiary included in these
financial statements. The subsidiary has ceased operating and therefore
all of the goodwill arising on this transaction has been written off as
at December 31, 2000. Previously, the write down of the goodwill and
other operating costs for E-Wink were recorded in Other Expenses as the
Write down of investment in E-Wink.

d) Liabilities which are to be settled through the issuance of common stock
have been reclassified as liabilities. Paid in capital previously
reported has been reduced by the amounts of $ 751,788 and $1,000,000 as
of December 31, 2000 and 1999 respectively.

The restatement of the above items has resulted in the increase in the
basic loss per share of $0.02 from $1.57 to $1.59. The basic loss per
common share after preferred share dividends has increased by $0.17, from
$2.10 to $2.27.

As a result of the above noted restatements, notes 4, 9, 14, and 15 of the
financial statements have been revised.

Certain of the other notes to the financial statements have been expanded
to provide additional information and clarification for the reader of the
financial statements. These changes to the notes to the financial
statements have no balance sheet or income statement effect.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Going Concern

These consolidated interim financial statements have been prepared on
the going concern basis, which assumes the realization of assets and
liquidation of liabilities and commitments in the normal course of
business. The application of the going concern concept is dependent on
the Company's ability to generate sufficient working capital from
operations and external investors. These consolidated interim financial
statements do not give effect to any adjustments should the Company be
unable to continue as a going concern and, therefore, be required to
realize its assets and discharge its liabilities in other than the
normal course of business and at amounts differing from those reflected
in the consolidated financial statements. Management plans to obtain
sufficient working capital from operations and external financing to
meet the Company's liabilities and commitments as they become payable
over the next twelve months. There can be no assurance that management's
plans will be successful. Failure to obtain sufficient working capital
from operations and external financing will cause the Company to curtail
operations.

b) Change of Name

The company changed its name from IT Staffing Ltd. to Thinkpath.com Inc.
on February 24, 2000. On June 6, 2001, the company changed its name from
Thinkpath.com Inc. to Thinkpath Inc.

F-9

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

c) Principal Business Activities

Thinkpath 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.

d) Basis of consolidated financial statement presentation

i) September 30, 2001
The accompanying consolidated interim financial statements for the nine
months ended September 30, 2001 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.

ii) December 31, 2000
The consolidated financial statements include the accounts of the
company and its controlled 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.

e) 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.

f) 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.

g) 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.

h) 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.

i) 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-10

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

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 14 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.

j) Inventory

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

k) Revenue
1) The company provides the services of engineering and information
technology staff on a project basis. The services provided are
defined by guidelines to be accomplished by milestone and revenue is
recognized upon the accomplishment of the relevant milestone. As
services are rendered, the costs incurred are reflected as Work in
Progress. Revenue is recognized upon the persuasive evidence of an
agreement, delivery has occurred, the fee is fixed or determinable
and collection is probable.
2) The company provides the services of information technology
consultants on a contract basis and revenue is recognized as
services are performed.
3) The company places engineering and information technology
professionals on a permanent basis and revenue is recognized upon
candidates' acceptance of employment. If the company receives
non-refundable upfront fees for "retained searches", the revenue is
recognized upon candidates' acceptance of employment.
4) The company provides advanced training and certification in a
variety of technologies and revenue is recognized on delivery.
5) The company licenses software in the form of a Human Capital
Management System called Njoyn. The revenue associated with
providing this software consists of an initial set up fee,
customization and training as agreed and an ongoing monthly per user
fee. The allocation of revenue to the various elements is based on
the company's determination of the fair value of the elements if
they had been sold separately. The set-up fee and customization
revenue is recognized upon delivery of access to the software with
customization completed in accordance with milestones determined by
the contract. Revenue for the training is recorded as the services
are rendered and the ongoing monthly fee is recorded each calendar
month. There is no additional fee for hosting. The company signs
contracts for the customization or development of SecondWave in
accordance with specifications of its clients. The project plan
defines milestones to be accomplished and the costs associated.
These amounts are billed as they are accomplished and revenue is
recognized as the milestones are reached. The work in progress for
costs incurred beyond the last accomplished milestone is reflected
at the period end. To date these amounts have not been material and
have not been set up at the period ends. The contracts do not
include any post-contract customer support. Additional customer
support services are provided at standard daily rates, as services
are required.

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.

l) 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. Effective July 1, 2001, the Company changed its amortization
period from 30 to 15 years on a prospective basis.

m) 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.

F-11

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

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.

n) 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.

o) 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.

p) 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.

q) 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.

r) 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.

s) Computer software costs

The company accounts for the cost of developing computer software for
internal use, which may be sold as a separate product, as a research and
development expense until the technological feasibility of the product
has been established. At the end of each year the company compares the
unamortized capital costs represented by Deferred development costs in
Other Assets to the net realizable value of the product to determine if
a reduction in carrying value is warranted.

The company has developed computer software for internal use which is
reflected in deferred development costs for which the company has
commenced marketing in 2001.

t) Long-term investments

The company accounts for investments in which the company holds an
interest of at least 20% and the company has significant influence under
the equity method. For investments in which the company does not have
significant influence or holds less than 20% of the stock, the company
reflects the investment at cost. For securities with a market value, the
company reflects the fluctuation in market value in comprehensive
income.

F-12

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

u) 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.

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.

In July 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" and No. 142, "Goodwill and Other Intangible Assets." Under
the new rules, goodwill and indefinite lived intangible assets are no
longer amortized but are reviewed annually for impairment. Separable
intangible assets that are not deemed to have an indefinite life will
continue to be amortized over their useful lives. The amortization
provisions of SFAS No. 142 apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to goodwill and intangible
assets acquired prior to July 1, 2001, the Company will apply the new
accounting rules beginning January 1, 2002.

F-13

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

The Company is currently assessing the financial impact SFAS No. 141 and
No. 142 will have on its Consolidated Financial Statements. Any
transitional impairment loss will be recognized as the cumulative effect
of a change in accounting principle in the Company's statement of
earnings.

v) Advertising Costs

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

4. 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 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-14

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 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
during 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 and $1,000,000
in the form of common stock to be issued with the final note payable. The
documents were executed at the end of September 1999 and the operations
consolidated with the company from October 1, 1999.

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., a company which provides technical
documentation for the information technology sector, was acquired effective
April 1, 2000 for $4,500,000.The amount will be paid in two installments,
based on certain revenue requirements to be met by MicroTech Professionals
Inc. The requirements have been met. First Instalment: 133,333 common stock
issued on closing, $1,250,000 cash paid on closing, $750,000 by a three
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 by a three-year promissory note bearing
interest at 1/2% above prime paid semi-annually. The acquisition was
accounted for by the purchase method and the operations have been included
in the consolidated operations from April 1, 2000. Goodwill is being
amortized over a period of thirty years commencing April 1, 2000.Refer to
note 24(a) for supplemental information.

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
===========

On March 6, 2000, Thinkpath Inc. completed the acquisition of 80% of
E-Wink, Inc., a Delaware corporation, in consideration of: i) 300,000
shares of our common stock valued at $975,000; 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 valued at $1,458,700. E-Wink was formed to
match providers of venture capital, bridge loans and private placement
capital with members of the brokerage community. The full purchase price of
$2,433,700 has been allocated to goodwill. On December 31, 2000,the company
has written off the goodwill related to its investment in E-Wink, Inc..

F-15

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

5. POOLING OF INTEREST

Effective January 1, 2000. Thinkpath Inc. entered into a merger and
acquisition agreement with a technical training provider, ObjectArts Inc.
and its subsidiary ObjectArts (US) Inc. ObjectArts (US) Inc., was merged
with IT Staffing New York Ltd., an inactive subsidiary of Thinkpath Inc. In
exchange for all of the outstanding shares of ObjectsArts Inc., the company
issued 527,260 common stock. The merger was accounted for as a pooling of
interests and the results of ObjectArts Inc. and ObjectArts (US) Inc. have
been included for all periods presented.

On November 15, 2000, Thinkpath Inc. combined with TidalBeach Inc., a
software developer, and in exchange for all of the outstanding shares of
TidalBeach Inc., issued 250,000 common stock. The combination has been
accounted for as a pooling of interests and the results of TidalBeach Inc.
have been included for all periods presented. Refer to note 24(b) for
supplemental information concerning TidalBeach Inc.

6. CAPITAL ASSETS

i) September 30, 2001
Amortization of capital assets for the nine months ended September 30, 2001
was $842,251

ii) December 31, 2000

December 31, December 31,
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 2,908,028
Leasehold improvements 432,698 215,102 217,596 335,390
--------------- --------------- --------------- ---------------

7,631,506 4,034,747 3,596,759 3,516,785
=============== =============== =============== ===============

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

Amortization for the year ended December 31, 2000 amounted to $1,067,029
and $439,620 for the year ended December 31, 1999. Amortization includes
amortization of assets under capital lease of $136,487 for the year ended
December 31, 2000 and $120,434 for the year ended December 31, 1999.

7. ACCOUNTS RECEIVABLE

(Unaudited)
September 30 December 31, December 31,
2001 2000 1999
$ $ $

Accounts receivable 6,757,042 8,316,832 6,578,621
Less: Allowance for doubtful accounts (481,032) (458,833) (632,962)
--------------- --------------- ---------------
6,276,010 7,857,999 5,945,659
=============== =============== ===============

8. INVESTMENT IN NON-RELATED COMPANIES

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

(Unaudited)
September 30, December 31,
2001 2000

Conexys $667,511 $667,511
Digital Cement 507,865 507,865
Lifelogix 121,947 142,715
Tillyard Management -- --
SCM Dialtone 75,000 --
---------- ----------
Total $1,372,323 $1,318,091
========== ==========

i) September 30, 2001

During the nine months ended September 30, 2001, the company acquired an
interest worth $130,242 in Tillyard Management Inc., a property management
company, in consideration of a real estate management software system
developed by Thinkpath Inc. This investment has been accounted for using
the cost method. The Company wrote down the investment in Tillyard
Management of $130,242.

F-16

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

ii) December 31, 2000

During the year ended December 31, 1999, $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 year ended December 31, 2000, the company acquired
additional shares of Conexys worth approximately $282,347 in consideration
of services rendered.

The investment in Conexys has been reflected at fair market value as the
shares trade on the Bermuda Stock Exchange. The increase to fair market
value has been reflected in comprehensive income.

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 Inc. The value of these shares is
approximately $507,865.

The company acquired a twenty percent interest in LifeLogix in
consideration of the source code for Secondwave, the software which
supports LifeLogix's human stress and emotions management systems. The
value of these shares is approximately $142,715. This investment has been
accounted for on the cost basis as the company does not have significant
influence over LifeLogix.

The acquisition of additional shares of Conexys and the acquisition of
shares of Digital Cement and the investment in LifeLogix were reflected at
the estimated fair market value of the shares received which represents the
more determinable value in the exchange. Revenue includes $932,927 arising
from these transactions.

9. GOODWILL

Goodwill is the excess of cost over the value of assets acquired over
liabilities assumed in the purchase of the following companies:

i) September 30, 2001

(Unaudited)
September 30
2001
--------------------------------------
Accumulated
COST AMORTIZATION NET
$ $ $

System Search Consulting Services 448,634 68,786 379,848
International Career Specialists 850,597 850,597 --
Cad Cam Inc. 5,518,858 437,958 5,080,900
MicroTech Professionals Inc. 3,009,198 197,479 2,811,719
E-Wink Inc. 2,433,700 2,433,700 --
--------------- --------------- ---------------
12,260,987 3,988,520 8,272,467
=============== =============== ===============

Amortization for the nine months ended September 30, 2001 was $312,823.
Effective July 1, 2001, the Company changed its amortization period from
30 to 15 years on a prospective basis.

ii) December 31, 2000

2000 1999
------------------------------------------------------- ---------------
Accumulated
COST AMORTIZATION NET NET
$ $ $ $

System Search Consulting Services 448,634 59,816 388,818 426,860
International Career Specialists 850,597 850,597 -- 839,286
Cad Cam Inc. 5,518,858 233,530 5,285,328 5,469,290
MicroTech Professionals Inc. 3,009,198 98,054 2,911,144 --
E-Wink Inc. 2,433,700 2,433,700 -- --
--------------- --------------- --------------- ---------------

12,260,987 3,675,697 8,585,290 6,735,436
=============== =============== =============== ===============

Amortization for the year ended December 31, 2000 was $319,879. During the
year goodwill was written down by $3,113,268 ($nil in 1999). The
impairments are recorded in accordance with SFAS 121 and are for the
investments in E-Wink Inc and International Career Specialists. These two
entities have ceased to operate and therefore the goodwill has been
determined to have no value. Amortization for the year ended December 31,
1999 was $92,875.

F-17

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

10. OTHER ASSETS

i) September 30, 2001

Amortization of other assets for the nine months ended September 30, 2001
was $557,863.

ii) December 31, 2000

December 31, December 31,
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) 540,000 310,000
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 1,316,111
========= =========

Amortization for the year ended December 31, 2000 amounted to $ 732,488 and
$220,570 for the year ended December 31, 1999.

11. BANK INDEBTEDNESS

i) September 30, 2001
At September 30, 2001, the Company had $4,980,000 outstanding with Bank
One. The revolving line of credit provided for a maximum borrowing amount
of $4,640,000 at variable interest rates based on eligible accounts
receivable. At September 30, 2001, the Company had an overdraft of
$340,000. The Company does not have an authorized overdraft facility with
Bank One, however the bank has allowed an overdraft of up to $500,000 on a
regular basis for approximately ten weeks. The revolving line of credit
agreement requires the Company to meet various restrictive covenants,
including a senior debt to EBITDA ratio, debt service coverage ratio, debt
to tangible net worth ratio and certain other covenants. At September 30,
2001 and thereafter, the Company was not in compliance with the covenants
contained in the revolving line of credit agreement. Bank One has indicated
its intention to enter into a forbearance agreement with the Company in
which the bank would refrain from exercising any rights or remedies based
on existing or continuing defaults, including accelerating the maturity of
the loans under the credit facility.

As a result of the default on the loan covenants governing our credit line
facility, Bank One restricted our repayment of certain subordinated loans
and notes payable. The parties affected by this restriction, included the
Business Development Bank of Canada, Roger Walters and Denise Dunne.

ii) December 31, 2000
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%.

12. LONG-TERM DEBT

i) September 30, 2001
At September 30, 2001, the Company had $426,000 in subordinated debt
outstanding to the Business Development Bank of Canada. The loan agreements
require the Company to meet a certain working capital ratio. At September
30, 2001 and thereafter, the Company was not in compliance with the covenant
contained in the loan agreements. The Business Development Bank of Canada
has agreed to postpone principal repayment of its subordinated loans until
March 2002. At this time, they will re-evaluate the Company's financial
position and possibly extend the postponement until June 2002. The company
has not made any principal payments to the Business Development Bank of
Canada since June 2001, but is current in its interest obligations.

F-18

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

ii) December 31, 2000
At December 31, 2000, the Company had $545,000 in subordinated debt
outstanding to the Business Development Bank of Canada. At December 31,
2000 and thereafter, the Company was not in compliance with the covenant
contained in the loan agreements.

December 31 December 31
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 Inc. shall pay interest monthly by
way of royalty of 0.018% per annum of Thinkpath 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 Inc.
Inc. shall pay interest monthly by way of a royalty of 0.0426% per annum of
Thinkpath 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 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
of prime plus 5% per annum. Currently, the interest rate is 13.50% 4,673 13,164

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 Inc. shall pay interest monthly by way of
royalty of 0.09% per annum of Thinkpath Inc.'s projected annual gross
sales 103,478 --

A BDC 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
=============== ===============

As of December 31, 2000, the BDC loan covenants were breached and
accordingly, the loan amounts were reclassified as current.

b) Future principal payments obligations as at December 31, 2000, were as
follows:

2001 $ 946,131
2002 460,116
2003 266,662
2004 33,535
----------

$1,706,444
==========

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 options at the time of issuance was $62,393 ($2.82 per option).
The imputed discount on these options has been amortized over the term
of the loan as interest and was fully amortized prior to January 1,
1999. The options were exercised in July 2001.

F-19

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

13. NOTES PAYABLE

i) September 30, 2001

In September 2001, the Company restructured its note payable to Roger
Walters, the vendor of Cad Cam Inc. The principal was reduced from
$1,200,000 to $750,000 in consideration of capital stock payable of
$450,000. In addition, all principal payments were postponed until January
1, 2003 at which time, the Company will pay $12,500 per month plus interest
at 4.5% until December 31, 2006. The balance of $150,000 will be due on
December 31, 2006. The Company is currently making interest payments of
$7,500 per month until December 31, 2002.

In September 2001, the Company restructured its note payable to Denise
Dunne, the vendor of MicroTech Professionals Inc. The principal was reduced
from $1,965,000 to $1,740,000 in consideration of capital stock payable of
$225,000. In addition, all principal payments were postponed until January
1, 2003, at which time, the Company will pay $20,000 per month plus
interest at 5% until December 31, 2006. The balance of $781,287 will be due
on January 1, 2007. The Company is currently making interest payments of
$14,397 per month until December 30, 2002.

ii) December 31, 2000

December 31 December 31
2000 1999
$ $

a) Cad Cam Inc.

As part of the purchase of Cad Cam Inc. Thinkpath 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 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 three years 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 EBITDA equal to or greater than $850,000. This
requirement has been met 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
=============== ===============

c) Capital repayments as at December 31, 2000

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

F-20

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

14. CAPITAL STOCK

a) Authorized

30,000,000 Common stock, no par value (15,000,000 at December 31,
2000)
1,000,000 Preferred stock, issuable in series,
rights to be determined by the Board of Directors

b) Issued

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:

# $

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.

During 2000, 300,000 common stock were issued as partial consideration
for the purchase of shares of E-Wink Inc. for a value of $975,000.

On August 22, 2000, 1,063,851 shares of common stock and 560,627
warrants were issued in a private placement for net proceeds of
$2,333,715 (gross proceeds of $2,681,600).

During 2000, 3,533,111 common stock were issued for services rendered
totaling $3,160,288. An amount of $110,000 has been included in the
acquisition of MicroTech and the balance of $3,050,288 has been included
in Acquisition costs and financing expenses as of December 31, 2000.

During 2000, 1,694,343 common stock were issued on the conversion of
Preferred Stock.

The company has issued 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 and have been
included in Acquisition costs and financing expenses for December 31,
2000.

On September 13, 2000, Thinkpath Inc. entered into an agreement with
Burlington Capital Markets Inc. to aid the company in further
acquisitions. A total of 425,000 common shares has been reflected as
issued for an aggregate cost of $717,250. This amount has been expensed
in the year ended December 31, 2000 and is included in financing
expenses.

During January 2001, the Company agreed to issue 250,000 warrants to
acquire shares of the company at $1.50 and to re-price a total of
330,693 options to an exercise price of $1.00. In consideration of the
foregoing, a total of 275,000 shares were issued for an amount of
$275,000 in cash. The terms of the warrants are indicated in note 14(e).
The value of the repricing of the warrants and the new warrants issued
have been treated as the part of the allocation of the proceeds on the
issuance of the common stock.

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

F-21

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

During the nine months ended September 30, 2001, the Company issued
400,000 shares of its common stock in consideration of $203,000 in cash.

During the nine months ended September 30, 2001, the Company issued
30,632 shares of its common stock in consideration of legal services,
150,000 shares of its common stock in consideration of investment
banking services, 316,667 shares to reduce common stock payable of
$625,000, and 93,883 shares in settlement of accounts payable.

c) Liabilities payable in common stock

The common stock payable of $1,000,000 due to the vendor of Cad Cam Inc.
was settled by the issuance of 1,125,398 shares for an amount of
$742,200 and the settlement of amounts due to the company by the vendor
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
($67,000), and dividends payable on preferred stock ($59,788). Common
Stock of Thinkpath Inc. will be issued for Cad Cam Inc. at the
prevailing market rate at the time of issuance. Common Stock of
Thinkpath 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.

During the nine months ended September 30, 2001, the company issued
316,667 shares to reduce liabilities payable in common stock of
$625,000. The balance at September 30, 2001 represents $450,000 to Roger
Walters in settlement of a note payable, $225,000 to Denise Dunne in
settlement of a note payable, $67,000 settlement with an employee of
Njoyn, and a dividends payable of $31,000 on preferred stock.

d) 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. 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 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 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.

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 were not yet
converted into common stock.

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.

F-22

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

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

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

During the nine months ended September 30, 2001, the Company issued
2,142,613 common stock on the conversion of 1,050 Series A preferred
stock, 750 Series B preferred stock and 120 Series C preferred stock.
The Company paid dividends of $380,638 on the conversions.

The proceeds received on the issue of Class C preferred shares have been
allocated between the value of detachable warrants issued and the
preferred shares outstanding on the basis of their relative fair values.
Paid in capital has been credited by the value of the warrants and
retained earnings charged for the amount of preferred dividends
effectively paid. The conversion benefit existing at the time of issue
of the preferred Class C shares has been computed and this amount has
been credited to paid in capital for the Class C preferred shares and
charged to retained earnings as dividends on the Class C preferred
shares.

e) 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. These warrants have been valued at
$1,091,606 based on the Black Scholes model utilizing a volatility rate
of 100% and a risk-less interest rate of 6.33%. This amount has been
treated as a cumulative effect adjustment to retained earnings. For
purposes of earnings per share, this amount has been included with
preferred share dividend in the 2000 financial statements.

In connection with the Initial Public Offering, the underwriters
received 110,000 warrants. They are exercisable at a purchase price of
$8.25 per share until June 1, 2004.

On April 16, 2000, we issued 50,000 warrants in connection with a
private placement of Series A stock and 300,000 warrants on the issue of
Class B preferred shares. The warrants were issued with a strike price
of $3.71 and expire April 16, 2005. These warrants have been valued at
$939,981 based on the Black Scholes model utilizing a volatility rate of
100% and a risk-less interest rate of 6.18%. This amount has been
treated as a preferred share dividend in the 2000 financial statements.

In connection with the private placement of Series B preferred stock
225,000 warrants were issued. They are exercisable at a purchase price
of $3.58. These warrants have been valued at $533,537 based on the Black
Scholes model utilizing a volatility rate of 100% and a risk-less
interest rate of 6.13%. This amount has been treated as a preferred
share dividend in the 2000 financial statements.

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. These warrants have been valued at
$1,458,700 based on the Black Scholes model utilizing a volatility rate
of 100% and a risk-less interest rate of 6.50%. This amount has been
treated as part of the cost of the E-Wink investment.

F-23

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

In 2000, in connection with the private placement of August 22, 2000,
560,627 warrants were issued. They are exercisable at a purchase price
of $2.46 and expire August 22, 2005. These warrants have been valued at
$1,295,049 based on the Black Scholes model utilizing a volatility rate
of 100% and a risk-less interest rate of 6.13%. This amount has been
treated as an allocation of the proceeds on the common stock issuance.

On January 26, 2001, the Company: (i) repriced warrants 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 280,693
shares of its common stock, which warrants were issued to the placement
agent, certain financial advisors, and the placement agent's counsel in
our August 2000 private placement offering of units, so that such
warrants are exercisable at any time until August 22, 2005 at a new
purchase price of $1.00 per share; and (c) issued warrants to purchase
up to 250,000 shares of its common stock exercisable at any time and in
any amount until January 26, 2006 at a purchase price of $1.50 per
share. In February 2001, 150,000 of such warrants were exercised by KSH
Investment Group, the placement agent in the Company's August 2000
private placement offering. 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.

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

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

During the nine months ended September 30, 2001, the company issued
22,122 shares to the Business Development Bank of Canada on the exercise
of warrants at $1.00.

f) Stock Options

The company has outstanding stock options issued in conjunction with its
long-term financing agreements for 22,125 common stock which were
exercised in July 2001, the cost of which has been expensed prior to
January 1, 1999, and additional options issued to a previous employee of
the company for 200,000 shares exercisable at $2.10. of which 18,508
were exercised during 2000. The balance of 181,492 are outstanding.

During 1999, 250,500 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
of 25,000 options each, 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. The
cost of repricing of these options totalling $100,000 has been recorded
in Acquisition costs and financing expenses for the year ended December
31, 2000.

In July 1999, the directors of the company adopted and the stockholders
approved the adoption of the company's 1999 Stock Option Plan. In May
2000, the directors approved the adoption of the 2000 Stock Option Plan.
Subsequent to the year-end, in June 2001, the directors approved the
adoption of the 2001 Stock Option Plan. Each of the plans provide for
the issuance of 435,000 options with the following terms and conditions.

F-24

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

The plans 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.

The plans are effective for a period of ten years. Options to acquire
435,000 common stock per plan 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
plans 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 plans, subject to applicable securities regulation.

The plans 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 plans may not be
increased without the consent of the stockholders of the company.

Included in the options granted in 2000 were 260,000 options issued to
related parties in December 2000. The options are exercisable at $0.70
and expire December 2005.

15. FINANCING EXPENSES

Financing expenses represent the following;

a) Acquisition costs incurred which are not related to a successfully
completed acquisition and the costs incurred on the merger with entities
treated as a pooling of interest.

b) Financing expenses include investor relation fees, consulting services
for financing and the cost of repricing options with an estimated cost
of $100,000 netted against the debt reduction of $75,000.

16. RESTRUCTURING COSTS

i) September 30, 2001

At the end of December 31, 2000 the Company had a restructuring reserve
balance of $571,339 as a result of certain of the Company's actions to
better align its cost structure with expected revenue growth rates. The
restructuring activities related to the closure of one training location in
London, Ontario resulting in costs to sever 3 employees with long-term
contracts until December 2002 and the lease commitment for the premises in
London Ontario. These long-term contracts do not require the employees to
provide services until the date of involuntary termination. Other employees
at the London location, without contracts, have been terminated during
March 2001 and April 2001. During the three months ended September 2001,
the lease cancellation costs for London have been reduced by $30,700 and
the severance costs for London have been reduced by $56,000. These amounts
represent settlements reached with the landlord and one of the three
employees with long term contracts. The employee agreed to a reduction in
the term of the contract which resulted in a reduction of the liability of
$56,000.

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

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

Description Cash/ Reserve balance Restructuring Activity Reserve balance
non/cash December 31, 2000 Costs September 30, 2001

Severance packages
London-Training Cash 435,173 (13,614) 331,986 89,573
Toronto-R&D Cash 17,640 -- 17,640 --
Lease cancellations
London-Training Cash 118,526 (30,700) 56,355 31,471
Toronto-R&D Cash 44,000 29,610 14,390
--------------- --------------- --------------- ---------------
Commitments 571,339 (314) 435,591 135,434
=============== =============== =============== ===============

ii) December 31, 2000

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) relate
to the closure of one training location,in London, Ontario resulting in
costs to sever 3 employees with long-term contracts until December 2002 and
the lease commitment for the premises in London Ontario. These long-term
contracts do not require the employees to provide services until the date
of involuntary termination. Additional restructuring costs will be incurred
upon the termination of the balance of the employees at the London location
after December 31, 2000. The premises were vacated in April 2001.
Operations continued until April 2001 with a very low volume of work as the
bulk of training was shifted to the Toronto site.

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.

F-25

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

Detail of the restructuring charge and reserve balance 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
============= ============= =============

17. 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:

(Unaudited)
September December 31, December 31,
2001 2000 1999
$ $ $

Accounting amortization in excess of tax
amortization (185,000) (190,000) (199,317)
Losses available to offset future income
taxes 2,216,828 1,465,157 413,783
Share issue costs 790,957 790,957 372,948
Adjustment cash to accrual method (457,000) (413,688) (620,532)
Investment tax credit 201,000 201,000
--------------- --------------- ---------------

2,566,785 1,853,426 (33,118)

Less: Valuation allowance 2,330,682 210,000 66,354
--------------- --------------- ---------------

236,103 1,643,426 (99,472)
=============== =============== ===============

As part of the acquisitions of Cad Cam Inc. and MicroTech Professionals
Inc., there was a change of control which resulted in the subsidiaries
being required to change from the cash method to the accrual method of
accounting for income tax purposes.

b) Current Income Taxes

Current income taxes consist of:

(Unaudited)
September 30, December 31, December 31,
2001 2000 1999
$ $ $

Amount calculated at Federal and
Provincial statutory rates (1,308,359) (2,750,577) 27,458
--------------- --------------- ---------------

Increase (decrease) resulting from:
Permanent differences 449,501 1,454,784 11,579
Timing differences -- (103,879) 51,295
Valuation allowance 1,558,359 210,000 66,354
Loss carried back applied -- -- (69,597)
--------------- --------------- ---------------

2,007,860 1,560,905 59,631
--------------- --------------- ---------------

Current income taxes 699,501 (1,189,672) 87,089
=============== =============== ===============

F-26

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

The 2000 fiscal year is the first year that the company has not reported
taxable income and included in 2000 expenses incurred are significant
non-recurring items which have been eliminated through restructuring and
re-alignment of the operations. For 1999, including Cad Cam Inc. for a
full year, the taxable income reported was in aggregate approximately
$400,000. Including MicroTech Professionals at an estimated $250,000 of
taxable income, the non-operating losses would be utilized within the
carry forward period. Issue expenses totalling approximately $2,300,000
may be claimed at the rate of 20% per year until 2004. To the extent that
these expenses create a loss, the loss is available to be carried forward
for seven years from the year the loss is incurred. As the subsidiaries
have been acquired by a non-US entity, the taxable income will be
increased by approximately $1,300,000 over the next three years as the
company is required to change its taxation method from the cash basis to
the accrual basis. The company has reflected the benefit of utilizing
non-capital losses totalling approximately $4,165,000 in the future as a
deferred tax asset as at December 31, 2000. As at the completion of the
December 31, 2000 financial statements, Management believed it was more
likely than not that the results of future operations would generate
sufficient taxable income to realize the deferred tax assets. Subsequent
to the completion of the December 31, 2000 financial statements, there
has been a deterioration of operations in certain divisions in response
to weakening market conditions and the postponement of contracts. As a
result, the company has written down the deferred tax asset.

18. OTHER COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) for the nine months ended September 30, 2001:

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

Foreign currency translation adjustments (220,539) -- (220,539)

Adjustment to market value (1,130) 339 (791)
--------------- --------------- ---------------

Other comprehensive income (loss) (221,669) 339 (221,330)
=============== =============== ===============

Comprehensive income (loss) for the year ended December 31, 2000:

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

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

Adjustment to market value 109,348 (32,800) 76,548
--------------- --------------- ---------------

Other comprehensive loss (598,606) (32,800) (631,406)
=============== =============== ===============

Comprehensive income (loss) for the year ended December 31, 1999:

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

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

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

Other comprehensive income 116,885 -- 116,885
=============== =============== ===============

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-27

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

19. SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Thinkpath Inc. acquired all the capital stock of MicroTech Professionals
Inc. on April 25, 2000, 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
Liabilities payable in common stock (625,000)
Cash paid for Capital Stock (1,300,000)
Note Payable (2,125,000)
Common Stock Issued (610,000)
------------

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

During the year ended December 31, 2000, the company reflected preferred
dividends through the issuance of common shares and the beneficial
conversion feature on its preferred shares in the amount of $3,586,807. The
balance of the preferred dividends of $59,788 have been included in
liabilities payable in common stock at December 31, 2000.

A subordinated loan payable to Working Ventures in the amount of $837,151
was converted into 196,800 common shares.

During the year ended December 31, 2000 the company acquired the shares of
E-Wink in exchange for 300,000 common shares with a value of $975,000 and
warrants valued at $1,458,700.

During the year ended December 31, 2000, the company settled liabilities
payable in common stock through the issuance of common shares with a value
of $742,200.

20. TRANSACTIONS WITH RELATED COMPANIES

During 1999, Thinkpath 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 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 Inc. during 1999.

21. SEGMENTED INFORMATION

a) Sales by Geographic Area

(Unaudited) (Unaudited)
Nine Months Nine Months Year Year
Ended September 30, Ended September 30, Ended December 31, Ended December 31,
2001 2000 2000 1999
--------------- --------------- --------------- ---------------
$ $ $ $

Canada 12,848,946 11,376,309 15,633,140 16,601,717
United States of America 16,379,245 21,252,909 28,692,640 10,430,718
--------------- --------------- --------------- ---------------
29,228,191 32,629,218 44,325,780 27,032,435
=============== =============== =============== ===============

b) Net Income (Loss) by Geographic Area

Canada (2,724,992) (1,088,821) (6,599,859) (432,464)
United States of America (1,013,178) 1,433,840 (1,798,458) 427,141
--------------- --------------- --------------- ---------------
(3,738,170) 345,109 (8,398,317) (5,323)
=============== =============== =============== ===============

c) Identifiable Assets by Geographic Area

(Unaudited)
September 30, December 31, December 31,
2001 2000 1999
---- ---- ----
$ $ $

Canada 7,672,461 8,979,711 7,880,965
United States of America 13,898,791 16,706,229 12,664,906
--------------- --------------- ---------------
21,571,252 25,685,940 20,545,871
=============== =============== ===============

F-28

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

d) Revenue and Gross Profit by Operating Segment

Revenue
IT Recruitment 12,979,101 11,010,371 13,864,829 14,291,100
Tech Pubs and Engineering 10,200,817 12,726,438 16,171,216 5,076,761
IT Documentation 2,848,940 3,231,153 6,265,665 --
Training 2,564,541 5,107,895 7,196,636 7,054,552
Technology 634,792 553,361 827,434 610,022
--------------- --------------- --------------- ---------------
29,228,191 32,629,218 44,325,780 27,032,435
=============== =============== =============== ===============
Gross Profit
IT Recruitment 3,511,180 4,800,529 7,654,180 5,914,436
Tech Pubs and Engineering 2,814,622 3,757,529 3,501,789 1,339,068
IT Documentation 1,158,589 1,490,026 2,764,794 --
Training 1,402,506 2,353,508 3,538,734 3,002,930
Technology 602,930 456,096 683,455 413,526
--------------- --------------- --------------- ---------------
9,489,827 12,857,688 18,142,952 10,669,960
=============== =============== =============== ===============

e) Revenues from Major Customers

The consolidated entity had the following revenues from major Customers:

No single customer consisted of more than 10% of the revenues for the
nine months ended September 30, 2001 and 2000 and the years ended
December 31, 2000 and 1999.

f) 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.

(Unaudited)
September 30, December 31, December 31,
2001 2000 1999

$ $ $

Average common stock outstanding 14,277,356 5,296,442 3,194,018
Average common stock issuable -- -- --
--------------- --------------- ---------------

Average common stock outstanding
assuming dilution 14,277,356 5,296,442 3,194,018
=============== =============== ===============

The outstanding options and warrants were not included in the computation
of the fully diluted earnings per common share as the effect would be
anti-dilutive.

The earnings per share calculation (basic and fully diluted) does not
include any common stock for common stock payable as the effect would be
anti-dilutive.

F-29

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

23. STOCK OPTION PLANS

a) Options outstanding

OPTIONS WEIGHTED
AVERAGE
EXERCISE
PRICE

Options outstanding at January 1, 1999 222,125 1.89
Options granted to key employees and directors 250,500 3.19
Options exercised during the year --
Options forfeited during the year --
Options expired during the year --
---------------

Options outstanding at December 31, 1999 472,625 2.21

Options granted to key employees and directors 969,500 2.22
Options exercised during the year (18,508) 2.10
Options forfeited during the year (4,000) 3.19
Options expired during the year --
---------------

Options outstanding at December 31, 2000 1,419,617 2.21
===============

Options exercisable December 31, 1999 472,625 2.58
Options exercisable December 31, 2000 714,117 1.95
Options available for future grant December 31, 1999 184,500
Options available for future grant December 31, 2000 --

After December 31, 2000, 217,500 options exercisable at between $3.19 and
$3.25 have been forfeited by employees following their termination and
the expiry of their option periods to October 5, 2001.

b) Range of Exercise Prices

Outstanding Weighted Options Options Weighted
Options Average Outstanding exercisable Average
Remaining Average Exercise
Life Exercise Price Price

$2.10 - $3.25 937,492 4.2 years $2.97 431,992 $2.73

$1 and under 482,125 3.9 years $0.73 282,125 $0.75

c) Pro-forma net income

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 (8,398,317) (8,939,590) (5,323) (69,195)
Net loss after preferred
share dividends (12,044,912) (12,586,185) (143,323) (207,195)

Basic and fully diluted
Loss per share (1.59) (1.70) (0.00) (0.02)
loss per share after
preferred dividends (2.27) (2.38) (0.04) (0.06)

d) Black Scholes Assumptions

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
Expected dividends -- --

F-30

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

24. SUPPLEMENTAL INFORMATION

a) MicroTech acquisition

The following represents that results of operations as though MicroTech
had been acquired as of January 1, 2000 and as of January 1, 1999.

December 31, 2000 December 31, 1999

Revenue 45,788,302 32,173,548
Net income (8,483,765) 402,430

Earnings per share (2.17) .08

Earnings per share - fully diluted (2.17) .07

b) TidalBeach pooling of interests

The results of operations include the following amounts for the period
prior to the combination of TidalBeach Inc. on November 15, 2000

Revenue $ 657,715

Net income $ 158,039

Other changes in stockholders' equity

There are no inter-company transactions and no adjustments have been
required to adopt the same accounting practices or combine the net
income of the combining companies

Reconciliation of revenue and net income(loss) previously reported

December 31, 1999 Previously ObjectArts TidalBeach Restated
Reported

Revenue 19,822,861 6,599,496 610,078 27,032,435

Net income(loss) 228,720 (251,128) 17,085 (5,323)

25. 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, as at December 31, 2000 for the next five years are as follows:

2001 $ 866,745
2002 654,563
2003 428,993
2004 399,822
2005 455,648
----------

$2,805,771
==========

b) On December 14, 2000, Thinkpath Inc. 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 480,000 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. A total of $321,600 which represents the value of
the shares issued has been included in shares issued for services
rendered and has been expensed in Acquisition costs and financing
expenses for December 31, 2000.

F-31

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

c) Subsequent to December 31, 2000, the assignee of Southport Consulting
Co. ("Southport") is seeking damages in the sum of $250,000 in
connection with Thinkpath's acquisition of Southport, which was funded
by shares of the company. The assignee contends that the shares received
do not satisfy the purchase price, and Thinkpath has counterclaimed the
assignee for fraud. No provision has been recorded in the company's
accounts for possible losses. Should any expenditure be incurred by the
company for the resolution of this lawsuit, it will be charged to the
operations of the year in which such expenditures are incurred. After
the commencement of discovery, the assignee filed a motion for summary
judgment, which was granted in his favor. A hearing to determine damages
has not yet been conducted. The company has filed a notice of appeal of
the court's order.

d) Subsequent to December 31, 2000, three former employees are alleging
wrongful dismissal for the termination of their employment. No provision
has been recorded in the accounts for possible losses. Should any
expenditure be incurred by the company for the resolution of these
lawsuits, they will be charged to the operations of the year in which
such expenditures are incurred.

e) The Company is party to various lawsuits arising from the normal course
of business and its restructuring activities. 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
expenditure be incurred by the Company for the resolution of these
lawsuits, they will be charged to the operations of the year in which
such expenditures are incurred.

26. SUBSEQUENT EVENTS

As of September 30, 2001, certain of the Company's offices, including its
head office occupied approximately 30,000 square feet in Toronto, Ontario,
Canada. The term of the lease was seven years at an annual expense of
approximately $800,000. Effective November 1, 2001, the Company entered
into a revised lease agreement with its landlord, reducing the square
footage to 15,000 and reducing the annual expense by approximately
$400,000.

As a result of the tragic events of September 11, 2001, the Company lost
its office in the World Trade Center. The three staff members of this
office survived and are continuing business in temporary office space. This
office represents approximately $2,000,000 in annual information technology
recruitment revenue. The Company does not anticipate a material decline in
revenue from this office. The Company lost approximately $75,000 of fixed
assets, including furniture, computer hardware and office equipment. The
Company is in the process of filing a statement of loss with its insurance
company.

The Company's training office located at 195 Broadway was also impacted by
the events of September 11, 2001. As a result of destruction to the
building and supporting utility companies, the office was closed for four
weeks. This office represents approximately $3,000,000 in annual technical
training revenue. Many of the company's top clients have relocated to other
cities and have indicated their postponement of employee training until
Spring 2002. The estimated loss of revenue from this office is between
$200,000 and $250,000 per month. In addition, many of the office's computer
assets are malfunctioning as a result of debris and smoke. The Company is
in the process of filing a statement of loss with its insurance company. As
a result of the decline in revenue, the Company, laid off four of twelve
employees from this office in October, 2001.

On November 1, 2001, the Company agreed to amend its agreement with the
holders of the Series C preferred shares, and removed the provision
prohibiting the investors from executing short sales of the Company's
common stock for as long as they continue to hold the Series C preferred
shares. The amendment was made in consideration of the investor's waiver of
certain penalties and fees for delinquent registration of the Series C
preferred shares.

On November 1, 2001, the Company entered into an agreement with Transactive
Partners. Ltd., a Chicago company, to render representation and transaction
advisory services to the Company in connection with possible Business
Combinations. Upon successful completion of a transaction, Transactive
Partners. Ltd., would be entitled to a fee ranging between $50,000 or 5%,
whichever is greater, of the gross proceeds depending on the nature of the
transaction. The agreement expires May 1, 2002.

On November 5, 2001, the Company entered into an agreement with entrenet2
Capital Advisors, LLC, a California company, on a best efforts basis, to
assist in achieving capital financing, debt financing, and merger or
acquisition transactions. Upon successful completion of a transaction,
entrenet2 would be entitled to a fee ranging between 1.5% to 4% of the
gross proceeds depending on the nature of the transaction. The agreement
expires November 4, 2002.

F-32

THINKPATH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND YEARS ENDED
DECEMBER 31, 2000 AND 1999
(AMOUNTS EXPRESSED IN US DOLLARS)

On November 5, 2001, the Company entered into an agreement with Creative
Funding Group, LLC, a New York company, to assist in arranging a banking
agreement. Upon successful completion of a transaction, Creative Funding
Group will be entitled to receive a fee of 1.7% of the total credit
facility. The agreement may be cancelled by either party upon thirty days
written notice.

On December 26, 2001, Joel Schoenfeld resigned from the Board of Directors.

On January 9, 2002, the Company entered into an agreement with Ogilvie
Rothchild Inc., an Ontario company, to perform public relations and
marketing services. In consideration of these services, Ogilvie Rotchild
was paid a retainer of $16,000 and will be issued 500,000 shares of common
stock upon successful completion of certain milestones. The agreement can
be cancelled by either party at any time.

On January 15, 2002, the Company entered into an agreement with David J.
Wodar, a consultant operating in Ontario, to assist with investor
communications and the development of marketing plans and strategies. In
consideration of these services, Mr. Wodar will be paid a monthly fee of
$6,500 and will be issued 480,000 shares of common stock. The agreement is
for a term of twelve months and expires on January 15, 2003.

27. 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.

28. COMPARATIVE FIGURES

The financial statements as at September 30, 2000 have been restated to
conform with the basis of presentation used in September 2001. Certain
figues in the December 31, 1999 financial statements have been
reclassified to conform with the basis of presentation used in December
31, 2000.

F-33

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 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.

II-1

(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 $ 824.19

Legal Fees and Expenses* $20,000.00

Accounting Fees and Expenses* $ 7,500.00

Miscellaneous* $ 1,675.81

Total* $30,000.00

-----------
* 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 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.

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.

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 18,508 shares of our
common stock upon Mr. Rubin's exercise of such option.

We believe all of the above issuances would have been exempt from
registration in the United States pursuant to the exemption provided by Section
4(2) of the Securities Act of 1933, as amended (Securities Act).

The issuances of the following securities were considered to be exempt
from registration under Section 4(2) of the Securities Act, and the regulations
promulgated thereunder, with the exception of the August 2000 private placement
described below. 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.

II-2

In September 1999, in connection with the acquisition of Cad Cam, Inc.,
we issued 163,767 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 January 18, 2000, 5,000 and 50,000 shares were issued respectively
to Sichenzia, Ross and Freidman and Joseph Sicinski as finders' fee related to
the purchase of Cad Cam, Inc.

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 valued at $975,000; 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 valued at $1,458,700. E-Wink, Inc. was formed to match providers of
venture capital, bridge loans and private placement capital with members of the
brokerage community.

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 May 9, 2000, 2,400 shares were issued to employees as sales bonuses
for an aggregate consideration of $7,651.

On May 22, 2000, 8,889, 4,444 and 80,000 shares were issued
respectively to I. Lavet, C. Hallinan and Globe Capital as finder's fees related
to the purchase of Micro Tech Professionals, Inc.

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 280,693 shares of our
common stock in connection with the private placement offering. Such warrants
are exercisable until August 22, 2005 at an exercise price of $2.4614 per share.
The Company paid the placement agent a cash commission in the amount of 8% of
the aggregate purchase price for the units sold in the offering, or $214,528, as
well as a non-accountable expense allowance of 1.5% of the aggregate purchase
price for the units sold in the offering, or $40,224. The private placement was
made in reliance upon the exemption from registration provided by Regulation D
of the Securities Act and Rule 506 promulgated thereunder.

On September 13, 2000, we entered into an engagement agreement with
Burlington Capital Markets Inc. 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, issue a number of warrants and to pay $10,000 per month in consulting
fees. The agreement was 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. The additional 175,000 shares represented
compensation to Burlington Capital Markets Inc. as a settlement on the
termination of the agreement.

On November 15, 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 15, 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 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.

II-4

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 22, 2001, we issued 1,125,398 shares to Roger Walters in
settlement of the common stock payable of $1,000,000 as per the purchase and
sale agreement of Cad Cam Inc., which was purchased in September, 1999. Mr.
Walters had a note payable to us in the amount of $257,800 which sum was
deducted from the capital stock payable for a final issuance amount of $742,200.

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.

On February 5, 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 February 6, 2001, 100,000 and 25,000 shares were issued to KSH
Strategic Investment Fund I, LP and KSH Investment Group, Inc., respectively, in
consideration for financial consulting services rendered.

On February 15, 2001, 60,000 shares were issued to Typhoon Capital in
consideration of investor relations consulting services pursuant to an agreement
dated December 15, 2001.

On February 26, 2001, 100,000 and 50,000 shares were issued to Brighton
Opportunity Fund, L.P. and Stanley and Jeanne Bedell, respectively, in
consideration for consulting services rendered.

II-5

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.

On April 18, 2001, an additional 140,000 shares were issued to
International Consulting Group for financial consulting services rendered
pursuant to a December 14, 2000 consulting agreement.

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

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

Each of the 663,484 warrants is exercisable at any time and in any
amount until April 18, 2005 at a purchase price of $.5445.

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

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

Each of the 59,952 warrants is exercisable at any time and in any
amount until June 8, 2005 at an exercise price of $.6225 per share.

At any time prior to October 24, 2001, we may, in our sole discretion,
redeem in whole or in part, the then issued and outstanding shares of Series C
Preferred Stock at a price equal to $1,150 per share, plus all accrued and
unpaid dividends, and after October 24, 2001 at a price equal to $1,200 per
share, plus all accrued and unpaid dividends. As of the date of this prospectus,
there are 945 shares of Series C 7% Convertible Preferred Stock and 723,076.
warrants outstanding.

On April 30, 2001, we issued the following in satisfaction of finder's
fees related to the Series C Preferred Stock placement: 79,134 shares to KSH
Investment; 23,622 shares to Bakara Corp; 23,622 shares to Flimwell Investments;
and 23,622 shares to Robert B. Prag.

On April 30, 2001, we issued 90,000 shares of our common stock to
DailyFinancial.com, Inc. in consideration of investors' communications and
public relations services. The agreement was for a term commencing on April 1,
2001 and ending on September 30, 2001.

On August 22, 2001, we issued 93,883 shares of our common stock to
DelMar Consulting in lieu of fees in consideration of investors' communications
and public relations services.

II-6

Pursuant to a loan agreement with the Business Development Bank of
Canada, we issued 22,122 shares of our common stock for an aggregate
consideration of $1.00 on August 22, 2001.

On August 22, 2001, we issued 150,000 shares of our common stock to KSH
Financial Group, Inc. in consideration of financial consulting services
rendered. KSH Investment Group, Inc. made a distribution of 75,000 of the
150,000 shares to each of Helen Kohn and Ronit Sucoff , the wives of the
principals of KSH Investment Group, Inc.

On August 22, 2001 we issued 316,667 shares to Denise Dunne Fushi in
settlement of the common stock payable of $625,000 as per the purchase and sale
agreement of Micro Tech Professionals Inc., which we purchased in April, 2000.

On October 3, 2001, we issued 75,000 shares of our common stock to
DailyFinancial.com, Inc. in consideration of investors' communications and
public relations services. The agreement was for a term commencing on October 1,
2001 and ending on December 31, 2001.

On October 3, 2001, we issued 280,000 shares of our common stock to
Christopher Killarney pursuant to a termination agreement for management
services rendered to Njoyn Software Inc., a subsidiary of Thinkpath Inc.

On October 23, 2001, we issued 150,000 shares of our common stock to
KSH Financial Group, Inc. in consideration of financial consulting services
rendered. KSH Investment Group, Inc. made a distribution of 75,000 of the
150,000 shares to each of Helen Kohn and Ronit Sucoff , the wives of the
principals of KSH Investment Group, Inc.

On November 28, 2001, we issued 6,820 shares of our common stock to
Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP, our United States securities
counsel, in consideration for legal services rendered.

On December 27, 2001, we issued 151,815 shares of our common stock to
Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP, our United States securities
counsel, in consideration for legal services rendered.

II-7

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, Wolf & Marcus, LLP(10)
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.(10)
23.2 Consent of Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
(incorporated into Exhibit 5.1)(10)

- ------

(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) Incorporated by reference to Thinkpath's Registration Statement on Form
SB-2 filed on June 14, 2001.
(10) Filed herewith.

II-8

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-9

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 7th day of February, 2002.

THINKPATH INC.

By: /s/ Declan A. French
-------------------------------

Declan A. French

Chairman of the Board and Chief
Executive Officer

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 February 7, 2002
- -------------------------- Executive Officer
Declan A. French

/s/ Laurie Bradley* President February 7, 2002
- --------------------------
Laurie Bradley

/s/ Kelly Hankinson* Chief Financial Officer, Secretary, February 7, 2002
- -------------------------- Treasurer and Director
Kelly Hankinson

- -------------------------- Director February 7, 2002
John Dunne

/s/ Arthur S. Marcus* Director February 7, 2002
- --------------------------
Arthur S. Marcus

/s/ Ronan McGrath*
- -------------------------- Director February 7, 2002
Ronan McGrath

Director February 7, 2002
- --------------------------
Robert Escobio

* Power of Attorney granted to Declan A. French on June 7, 2001.

II-10

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, Wolf & Marcus LLP(10)
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.(10)
23.2 Consent of Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
(incorporated into Exhibit 5.1)(10)

- ------
(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) Incorporated by reference to Thinkpath's Registration Statement on Form
SB-2 filed on June 14, 2001.
(10) Filed herewith.