<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2000

                                       or

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

         For the transition period from ____________ to ________________

                        Commission file number __________

                               THINKPATH.COM INC.

        (Exact name of Small Business Issuer as Specified in Its Charter)


              Ontario                                       52-209027
------------------------------------                  --------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification No.)

55 University Avenue
Suite 505
Toronto, Ontario, Canada                                       M5J 2H7
-------------------------------------------                   ---------
(Address of principal executive offices)                      (Zip Code)

         (416) 364-8800 (Issuer's telephone number, including area code)
         --------------

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes |X| No
|_|

         The number of shares outstanding of the registrant's Common Stock, No
Par Value, on November 17, 2000 was 6,688,595 shares.

         Transitional Small Business Disclosure Format (check one):

Yes    X         No _____
       -------



<PAGE>



                               THINKPATH.COM INC.
               SEPTEMBER 30, 2000 QUARTERLY REPORT ON FORM 10-QSB

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                  PART I - FINANCIAL INFORMATION
                                                                                                             Page Number

<S>                                                                                                          <C>
Item 1.  Financial Statements

         Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999.......................       4,5
         Consolidated Interim Statements of Income
              for three and the the nine months ended September 30, 2000 and 1999........................        6
         Consolidated Interim Statements of Stockholders' Equity
              for the nine months ended September 30, 2000 and 1999.......................................       7
         Consolidated Interim Statements of Cash Flows
              for the nine months ended September 30, 2000 and 1999.......................................       8
         Notes to Consolidated Interim  Financial Statements..............................................       9
Item 2.  Management's Discussion and Analysis of Financial Condition and
              Results of Operations.......................................................................       20

                                    PART II - OTHER INFORMATION

Item 1.  Legal Proceedings................................................................................       24
Item 2.  Changes in Securities and Use of Proceeds........................................................       24
Item 3.  Defaults Upon Senior Securities..................................................................       25
Item 4.  Submission of Matters to a Vote of Security Holders..............................................       25
Item 5.  Other Information................................................................................       26
Item 6.  Exhibits and Reports on Form 8-K.................................................................       26
</TABLE>


<PAGE>



                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


<PAGE>



THINKPATH.COM INC.
Interim Consolidated Balance Sheet
As of September 30, 2000 and December 31, 1999
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                                    (Restated)
                                                                              September 30         December 31
                                                                                      2000                1999
<S>                                                                              <C>                 <C>
                                                                                        $                   $
                                     ASSETS

       CURRENT ASSETS
           Cash                                                                    784,204           1,904,588
           Short-term investments                                                  532,869             383,146
           Accounts receivable                                                   8,227,051           5,698,571
           Prepaid expenses                                                        458,468             720,754
           Inventory                                                               198,938                   -
           Income taxes receivable                                                 120,542                   -
                                                                                ----------           ---------

                                                                                10,322,072           8,707,059

       CAPITAL ASSETS                                                            3,498,857           3,366,885

       GOODWILL                                                                 11,104,629           6,960,272

       DUE FROM RELATED PARTY                                                      154,348             209,420

       OTHER ASSETS                                                              2,235,404           1,227,470

       LONG-TERM INVESTMENTS                                                     2,519,409                   -

       DEFERRED INCOME TAXES                                                       284,647                   -
                                                                                ----------           ---------














                                                                                30,119,366          20,471,106
                                                                                ==========          ==========



</TABLE>

                                       4


<PAGE>



THINKPATH.COM INC.
Consolidated Interim Balance Sheet
As of September 30, 2000 and December 31, 1999
(Amounts expressed in US dollars)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                                   (Restated)
                                                                               September 30       December 31
                                                                                      2000               1999

                                                                                        $                  $
<S>                                                                           <C>                 <C>
                                   LIABILITIES

       CURRENT LIABILITIES

           Bank indebtedness                                                     5,278,306           4,435,199
           Accounts payable                                                      2,420,000           3,109,901
           Deferred revenue                                                         67,858              10,098
           Income taxes payable                                                          -             112,023
           Dividend payable                                                         91,000                   -
           Current portion of long-term debt                                       461,718             373,129
           Current portion of note payable                                         864,032           1,300,000
                                                                                ----------           ---------
                                                                                 9,182,914           9,340,350

       DEFERRED INCOME TAXES                                                             -              99,472

       LONG-TERM DEBT                                                              998,618           1,320,838

       NOTE PAYABLE                                                              2,554,654           1,150,000
                                                                                ----------           ---------
                                                                                12,736,186          11,910,660
                                                                                ----------           ---------



                              STOCKHOLDERS' EQUITY

       CAPITAL STOCK                                                            17,753,759           8,717,572

       OTHER COMPREHENSIVE INCOME, NET OF INCOME TAXES

           Cumulative translation adjustment                                     (257,355)            (49,562)

       DEFICIT                                                                   (113,224)           (107,564)
                                                                                ----------           ---------
                                                                                17,383,180           8,560,446
                                                                                ----------           ---------


                                                                                30,119,366          20,471,106
                                                                                ==========          ==========

</TABLE>


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

                                       5
<PAGE>




THINKPATH.COM INC.
Consolidated Interim Statements of Income
For the three and nine months ended September 30, 2000 and 1999 (Amounts
expressed in US dollars) (Unaudited)

<TABLE>
<CAPTION>
                                                                           (Restated)                             (Restated)
                                                      Three Months        Three Months        Nine Months        Nine Months
                                                         ended                ended              ended              ended
                                                        Sept 30,            Sept 30,         Sept 30, 2000      Sept 30, 1999
                                                          2000                1999                 $                  $
                                                           $                    $
<S>                                                 <C>                  <C>                 <C>                <C>
REVENUE                                                   9,935,619           5,131,261         32,629,218         16,066,794
COST OF SERVICES                                          6,224,758           3,357,525         19,771,530          9,786,801
                                                    ---------------    ----------------    ---------------    ---------------
GROSS PROFIT                                              3,710,861           1,773,736         12,857,688          6,279,993

Gain on short-term investments                               94,728                   -             94,728                  -
                                                    ---------------    ----------------    ---------------    ---------------
                                                          3,805,589           1,773,736         12,952,416          6,279,993
                                                    ---------------    ----------------    ---------------    ---------------
EXPENSES
  Administrative                                          1,541,180           1,449,121          5,116,716          3,690,165
  Selling                                                 1,785,978             931,673          5,605,362          2,638,498
                                                    ---------------    ----------------    ---------------    ---------------
                                                          3,327,158           2,380,794         10,722,078          6,328,663
                                                    ---------------    ----------------    ---------------    ---------------

INCOME (LOSS) BEFORE INTEREST &
AMORTIZATION                                                478,431           (607,058)          2,230,338           (48,670)

  Interest                                                  137,041             105,964            562,247            331,571
  Amortization                                              337,986             184,803          1,108,242            254,885
                                                    ---------------    ----------------    ---------------    ---------------

INCOME (LOSS) BEFORE THE
UNDERNOTED ITEMS                                              3,404           (897,825)            559,849          (635,126)

  Share of equity (loss) in subsidiary                    (246,236)                   -          (246,236)                  -
  Non-operational preferred stock discount                (200,000)                   -          (200,000)                  -
                                                    ---------------    ----------------    ---------------    ---------------
INCOME (LOSS) BEFORE INCOME TAXES                         (442,832)           (897,825)            113,613          (635,126)
Income taxes (recovery)                                      51,414            (52,219)           (31,406)           (65,299)
                                                    ---------------    ----------------    ---------------    ---------------
NET INCOME (LOSS)                                         (494,246)           (845,606)            145,019          (569,827)
                                                    ===============    ================    ===============    ===============
BASIC EARNINGS PER STOCK AFTER PREFERRED STOCK
DIVIDENDS                                                    (0.11)              (0.27)               0.00             (0.23)
                                                    ===============    ================    ===============    ===============
WEIGHTED AVERAGE NUMBER OF
   COMMON STOCK OUTSTANDING                               5,109,111           3,088,642          4,525,622          2,510,040
                                                    ===============    ================    ===============    ===============
FULLY DILUTED EARNINGS
PER STOCK                                                    (0.11)              (0.27)               0.00             (0.23)
                                                    ===============    ================    ===============    ===============
</TABLE>

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

                                       6

<PAGE>

THINKPATH.COM INC.

Consolidated Interim Statements of Stockholders' Equity

For the year ended December 31, 1999 and the nine months ended September 30,
2000 (Amounts expressed in US dollars) (Unaudited)

<TABLE>
<CAPTION>
                                            Common      Preferred
                                             Stock          Stock                                    Cumulative
                                         Number of      Number of        Paid in        Retained    Translation
                                            Shares         Shares         Capital       Earnings     Adjustment
                                     -------------  -------------  --------------  -------------  -------------
<S>                                  <C>            <C>            <C>             <C>            <C>
                                                                           $              $              $
        Balance as of
           December 31, 1998
           (restated)                    2,567,877            10      1,678,566      (121,883)      (139,026)
        Issuance of common stock         1,370,767          --        4,787,788          --             --

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

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


        Foreign currency translation          --            --             --            --           89,533

        Net income for the period             --            --             --          14,319           --
                                        ----------    ----------     ----------    ----------     ----------

        Balance as of

          December 31, 1999              3,938,644        15,010      8,618,496      (107,564)       (49,493)

 Issuance of common stock                1,969,209          --        4,950,604          --             --
        Common stock payable                  --            --          625,000          --             --

        Issuance of preferred stock           --           9,000      2,899,980          --             --

        Preferred stock converted          678,106       (10,827)          --            --             --

        Foreign currency translation          --            --             --            --         (207,862)

        Preferred stock dividend              --            --           59,679      (150,679)          --

        Net income for the period             --            --             --         145,019           --
                                        ----------    ----------     ----------    ----------     ----------
        Balance as of

        September 30, 2000               6,585,959        13,183     17,753,759      (113,224)      (257,355)
                                        ==========    ==========     ==========    ==========     ==========

</TABLE>


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

                                       7
<PAGE>



THINKPATH.COM INC.
Consolidated Interim Statements of Cash Flows
For the nine months ended September 30, 2000 and 1999 (Amounts expressed in US
dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                                 (Not Restated)
                                                                                         2000             1999
                                                                                  -----------      -----------
<S>                                                                             <C>              <C>
                                                                                           $                $
       Cash flows from operating activities:

           Net income                                                                 145,019          657,331
                                                                                  -----------      -----------
           Adjustments to reconcile net income
             to net cash (used in) provided by operating activities:
              Gain on short-term investments                                         (94,728)                -
              Share of equity loss in subsidiary                                      246,236                -
              Non-operational preferred stock discount                                200,000                -
              Short-term investment received in lieu of services rendered            (14,933)                -
              Long-term investment received in lieu of services rendered            (230,111)                -
               Amortization                                                           809,500          674,833
               Amortization of goodwill                                               298,742                -
               Amortization of deferred contract                                       90,000                -
               Decrease (increase) in accounts receivable                         (2,715,629)      (4,210,088)
    Decrease (increase) in prepaid expenses                                           243,513        (442,821)
               Decrease (increase) in income taxes receivable                        (74,739)                -
    Decrease (increase) in inventory                                                (200,612)        (109,347)
    Increase (decrease) in accounts payable and deferred revenue                    (546,641)        1,965,940
               Decrease (increase) in income taxes payable                          (109,705)           54,426
    Decrease (increase) deferred income taxes                                       (384,455)                -
                                                                                  -----------      -----------
           Total adjustments                                                      (2,483,562)      (2,067,057)
                                                                                  -----------      -----------
           Net cash (used in) operating activities                                (2,338,543)      (1,409,726)
                                                                                  -----------      -----------
       Cash flows from investing activities:

           Purchase of capital assets                                               (941,472)      (2,219,716)
           Disposal (purchase) of other assets                                        223,835        (396,873)
Cash payment for subsidiaries                                                     (1,648,557)                -
           Acquisition of Goodwill                                                          -      (5,438,039)
           Cash payment for long-term investments                                 (2,535,492)                -
                                                                                  -----------      -----------
           Net cash (used in) investing activities                                (4,901,686)      (8,054,628)
                                                                                  -----------      -----------

       Cash flows from financing activities:
           Cash received on due from related party                                     49,440                -
           Cash (paid) received on notes payable                                    1,048,151        2,500,000
           Cash (paid) received on long-term debt                                   (186,288)           53,086
           Proceeds from issuance of common stock                                   2,333,716        4,733,520
           Proceeds from issuance of preferred stock                                1,999,980                -
           Increase in deferred charges                                                     -           20,904
           Increase in bank indebtedness                                              843,107        3,495,128
                                                                                  -----------      -----------
           Net cash provided by financing activities                                6,088,106       10,802,638
                                                                                  -----------      -----------
       Effect of foreign currency exchange rate changes                                31,739                -
                                                                                  -----------      -----------
       Net increase (decrease) in cash and cash equivalents                       (1,120,384)        1,338,284
       Cash and cash equivalents
           -  Beginning of period                                                   1,904,588                -
                                                                                  -----------      -----------
           -  End of period                                                           784,204        1,338,284
                                                                                  ===========      ===========
       Interest paid                                                                  562,247          355,758
                                                                                  ===========      ===========
       Income taxes paid                                                              117,190                -
                                                                                  ===========      ===========
</TABLE>


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

                                       8
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

1.       BACKGROUND INFORMATION

         a)      Principles of Consolidation

         For the period January 1, 1997 through September 30, 2000, the company
         completed five acquisitions, which were accounted for under the
         purchase method, and two combinations, which were accounted for as
         pooling of interests. The combination of Object Arts Inc. was completed
         prior to March 31, 2000. In connection with this transaction the
         company issued 527,260 shares of its common stock for all of the
         outstanding common stock of the combined company. The combination of
         TidalBeach Inc. was completed prior to September 30, 2000. In
         connection with this transaction, the company issued 250,000 shares of
         its common stock for all of the outstanding common stock of the
         combined company.

         Accordingly, the consolidated interim financial statements included
         herein for the 1999 periods have been retroactively restated to reflect
         the combinations.

         b)      Change of Name

         The Company changed its name to Thinkpath.Com Inc. on February 24,
         2000.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a)      Basis of Presentation

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

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

         b)      Business Combinations

         Business Combinations that have been accounted for under the purchase
         method of accounting include the results of operations of the acquired
         business from the date of acquisition. Net assets of the companies
         acquired are recorded at their fair value to the Company at the date of
         acquisition.

         Other business combinations have been accounted for under the
         pooling-of-interests method of accounting. In such cases, the assets,
         liabilities and stockholders' equity of the acquired entities were
         combined with the Company's respective accounts at recorded values.
         Prior period financial statements have been restated to give effect to
         the merger unless the effect of the business combination is not
         material to the financial statements of the Company.


                                       9
<PAGE>




THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

         c)      Accounting Changes

         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". 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 interim financial statements of the company.

         d)      Acquisition Costs for Investee Corporations

         The acquisition costs include the purchase consideration, fees to third
         parties for services rendered, and all expenses related to the
         acquisitions.

3.       ACQUISITONS AND COMBINATIONS

         a)       The combination of Object Arts Inc. was effected through the
                  issuance of common stock with a value of $1,977,000 on the
                  date of closing.

         b)       MicroTech Professionals Inc. was acquired effective April 1,
                  2000 for $4,500,000. This amount will be paid in two
                  installments, based on certain requirements to be met by
                  MicroTech Professionals Inc.

                  First Installment: 133,333 common stock issued on closing,
                  $1,250,000 cash paid on closing, $750,000 3 year promissory
                  note bearing interest at1/2% above prime paid semi-annually
                  issued on closing.

                  Second Installment: $625,000 in common stock, $875,000 cash,
                  $500,000 3-year promissory note bearing interest at 1/2% above
                  prime paid semi-annually. The second installment is contingent
                  on the December 31, 2000 audited financial statements of
                  MicroTech Professionals Inc.

         c)       The combination of TidalBeach Inc. was effected through the
                  issuance of common stock with a value of $540,000 on the date
                  of closing.


4.       CAPITAL STOCK

         a)       Authorized:
                  15,000,000 Common Stock, no par value

                  1,000,000 Preferred Stock, issuable in series, rights to be
                  determined by the Board of Directors


         b)       Issued:

<TABLE>
<CAPTION>
                                                                    September 30                   December 31
                                                                            2000                          1999
                                                                               $                             $

<S>                                                                 <C>                            <C>
                  Issued 6,585,959 Common Stock                       13,222,076                     6,236,196
                  (3,938,644 as of December 31, 1999)
                   Issued 13,183 Preferred Stock                       2,906,683                     1,481,245
                  (15,010 as of December 31, 1999)
                         Common Stock Payable                          1,625,000                     1,000,000
                                                                       ---------                     ---------
                                                                      17,753,759                     8,717,441
                                                                      ==========                     =========
</TABLE>


                                       10
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

                 On August 22, 2000, 1,063,851 shares of common stock were
                 issued in a private placement for net proceeds of $2,681,600.

                 In connection with the acquisition of TidalBeach Inc., the
                 company issued 250,000 shares of common stock.

                 Over the course of the 3 months ended September 30, 2000,
                 678,106 common stock were issued on the conversion of 7,527
                 Preferred Stock

                 The common stock payable represents the final payments for Cad
                 Cam Inc. ($1,000,000) and MicroTech Professionals Inc.
                 ($625,000). Common Stock of Thinkpath.Com Inc. will be issued
                 for Cad Cam inc. at the prevailing market rate at the time of
                 issuance. Common Stock of Thinkpath.Com Inc. will be issued for
                 MicroTech Professionals at the lower of $3.75 and the average
                 of the last sale price as quoted on NASDAQ for the 10 days
                 prior to issuance. If the commons stock payable were to be
                 converted at June 30, 2000 the number of common stock to be
                 issued would be 483,631.

                 The earnings per share calculation (basic and fully diluted)
                 does not include any common stock for common stock payable as
                 the conversion ratio is unknown.

         c)      Preferred Stock

                 On December 30, 1999, 15,000 shares of Series A, 8% cumulative,
                 convertible, preferred stock, no par value were issued in a
                 private placement for gross proceeds of $1,500,000. The
                 proceeds have been reduced by any issue expenses.

                 On April 16, 2000, 2500 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, 5,000 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
                 September 30, 2000, 10,827 preferred stock had been converted
                 into common stock.

         d)      Warrants

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

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



                                       11
<PAGE>



THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

                 In connection with the private placement of Series B preferred
                 stock 100,000 warrants were issued.

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

                 In connection with the purchase of the investment in E-Wink
                 500,000 warrants were issued. They are exercisable at a
                 purchase price of $3.24.

                 In connection with the private placement of Series A preferred
                 stock 225,000 warrants were issued. They are exercisable at a
                 purchase price of $3.58.

                 In connection with the private placement of common stock,
                 532,534 warrants were issued. They are exercisable at any time
                 and in any amount until August 22, 2005 at a purchase price
                 ranging from $1.9692 to $2.8125. In addition, warrants were
                 issued to the placement agent, certain financial advisors and
                 the placement agent's counsel, to purchase up to 280,093 shares
                 of common stock . Such warrants are exercisable at any time and
                 in any amount until August 22, 2005 at an exercise price of
                 $2.4614 per share.

         e)      Stock Options

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

                 An additional 250,000 options to purchase common stock of the
                 company were issued to related parties. The options are
                 exercisable at $5.00.

                 In connection with the acquisition of Cad Cam Inc. 100,000
                 options to purchase shares of the Company will be delivered in
                 quarterly installments, starting January 1, 2000. Each option
                 entitles the holder thereof to purchase one common stock of the
                 Company. The first 25,000 options have an exercise price of
                 $3.25 per common stock, and can be exercised at any time during
                 the period up until December 31, 2000. The second 25,000
                 options have an exercise price of $2.62. The third 25,000
                 options have an exercise price of $2.87. The final 25,000
                 options shall have an exercise price equal to the lowest
                 trading price of the Company's shares during the period between
                 July 1, 2000 and September 30, 2000.

                 In July 1998, the directors of the Company adopted and the
                 stockholders approved the adoption of the Company's 1998 Stock
                 option plan.

                 In May 2000, the directors of the Company adopted and the
                 stockholders approved the adoption of the Company's 2000 Stock
                 option plan. The plan provides for 435,000 options at an
                 exercise price of $3.25 per share. The options vest over a
                 three-year period and expire May 9, 2005.



                                       12
<PAGE>




THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

                                                                      Options

            Options outstanding at January 1, 1999                    222,125

            Options granted to key employees and directors            250,000
                                                                    ---------

            Options outstanding at December 31, 1999                  472,125

            Options granted to employees and Officers                 920,000
                                                                    ---------

            Options outstanding at June 30, 2000                    1,392,125

            Options granted to employees and Officers                       -
                                                                    ---------

            Options outstanding at September 30, 2000               1,392,125
                                                                    =========



5.       SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

         (i)    Thinkpath.com Inc. acquired all of the common stock of Object
                Arts Inc. U.S for $346,310. The acquisition was funded as
                follows:

                                                                     $
         Fair Value of Assets acquired                            365,848
         Liabilities Assumed                                     (349,928)
         Goodwill                                                 330,390
         Cash paid for Common Stock                              (346,310)
                                                                 ---------
                                                                        -
                                                                 ---------

         (ii)   Thinkpath.com Inc. combined with Object Arts Inc. Canada through
                the issuance of 527,260 shares of common stock, having a dollar
                value of $1,977,225.

         (iii)  Thinkpath.com Inc. acquired all the common stock of MicroTech
                Professionals Inc. for $4,500,000. The acquisition was funded as
                follows:

                                                              $
                Fair Value of Assets acquired             1,255,515
                Liabilities Assumed                        (214,714)
                Goodwill                                  3,459,199
                Cash Paid For Common Stock               (1,250,000)
                Common Stock Issued                        (500,000)
                Notes Payable                            (1,250,000)
                Accounts Payable                           (875,000)
                Common Stock Payable                       (625,000)
                                                         ----------
                                                                  -
                                                         ==========


         (iv)   Thinkpath.com Inc. combined with TidalBeach Inc. through the
                issuance of 250,000 shares of common stock, having a dollar
                value of $540,000.

                                       13
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

6.       TRANSACTIONS WITH RELATED COMPANIES

         a)     In the first quarter of fiscal 2000, the Company received fees
                from MicroTech professionals (prior to their acquisition) in the
                amount of $500,000 and the company paid certain expenses on
                behalf of MicroTech Professionals Inc. in the total amount of
                $260,000.

         b)     During the second quarter of 2000, Thinkpath.Com transferred
                $762,000 in GTS capitalized costs to the associated company
                E-Wink Inc. The costs represent the value given to the key
                source code of GTS which will be used by E-Wink. Thinkpath
                currently owns 80% of E-Wink Inc. which it is holding as a
                short-term investment.

7.       BASIC EARNINGS PER COMMON STOCK

         Basic earnings per common stock is computed by dividing net income by
         the weighted average number of common stock outstanding.

         The fully diluted number of common stock outstanding for the
         three-month period ending September 30, 2000 was 6,462,834 and for the
         nine-month period ending September 30, 2000 was 5,879,344.

8.       SEGMENTED INFORMATION

         a)     Sales by Geographic Area

<TABLE>
<CAPTION>
                                                 Three Months       Three Months       Nine Months       Nine Months
                                               Ended Sept 30,     Ended Sept 30,    Ended Sept 30,    Ended Sept 30,
                                                         2000               1999              2000              1999
<S>                                           <C>                 <C>               <C>               <C>
                                                   $                   $                 $                 $
          Canada                                    3,474,351          3,804,251        11,676,309        12,790,726
          United States of America                  6,461,268          1,327,010        21,252,909         3,276,068
                                                    ---------          ---------        ----------         ---------
                                                    9,935,619          5,131,261        32,629,218        16,066,794
                                                    =========          =========        ==========        ==========
</TABLE>


         b)     Net Income by Geographic Area

<TABLE>
<CAPTION>
                                                 Three Months       Three Months       Nine Months       Nine Months
                                               Ended Sept 30,     Ended Sept 30,    Ended Sept 30,    Ended Sept 30,
                                                         2000               1999              2000              1999
                                                   $                   $                 $                         $
<S>                                            <C>                <C>               <C>               <C>
          Canada                                  (1,052,212)          (718,979)       (1,288,821)         (633,557)
          United States of America                    557,966          (126,627)         1,433,840            63,730
                                                  -----------          ---------       -----------         ---------
                                                    (494,246)          (845,606)           145,019         (569,827)
                                                  ===========          =========       ===========         ---------
</TABLE>



                                       14
<PAGE>



THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

         c)     Identifiable Assets by Geographic Area

<TABLE>
<CAPTION>
                                                                                     September 30,      December 31,
                                                                                              2000              1999
                                                                                         $                 $
<S>                                                                                  <C>                <C>
          Canada                                                                        10,386,407         8,036,329
          United States of America                                                      19,732,959        12,434,777
                                                                                        ----------        ----------
                                                                                        30,119,366        20,471,106
                                                                                        ==========        ==========
</TABLE>

         d)     Revenue and Gross Profit by Operating Segment

<TABLE>
<CAPTION>
                                                 Three Months       Three Months       Nine Months       Nine Months
                                               Ended Sept 30,     Ended Sept 30,    Ended Sept 30,    Ended Sept 30,
                                                         2000               1999              2000              1999
<S>                                           <C>                 <C>               <C>               <C>
                                                   $                   $                 $                 $
          Revenue
          Project Management                        5,779,767                  -        17,475,896                 -
          IT & Engineering Placement                2,887,282          3,391,325         9,382,411        11,248,277
          Technical Training                        1,268,570          1,739,936         5,770,911         4,818,517
                                                    ---------          ---------        ----------        ----------
                                                    9,935,619          5,131,261        32,629,218        16,066,794
                                                    =========          =========        ==========        ==========
          Gross Profit

          Project Management                        2,003,776                  -         6,107,071                 -
          IT & Engineering Placement                1,100,807          1,706,806         3,831,357         3,902,961
          Technical Training                          606,278             66,930         2,919,260         2,377,032
                                                    ---------          ---------        ----------        ----------
                                                    3,710,861          1,773,736        12,857,688         6,279,993
                                                    =========          =========        ==========         =========
</TABLE>


         e)     Revenue from Major Customers

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

         f)     Purchases from Major Suppliers

                There were no significant purchases from major suppliers in
either 2000 or 1999.



                                       15
<PAGE>


THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

9.       COMPREHENSIVE INCOME

         The Company has adopted the Statement of Financial Accounting Standards
         No. 130 "Reporting Comprehensive Income" as of June 1, 1998 which
         requires new standards for reporting and display of comprehensive
         income and its components in the financial statements. However, it does
         not affect net income or total stockholder's equity. The components of
         comprehensive income are as follows:

<TABLE>
<CAPTION>
                                                                       Nine Months
                                                                       Ended
                                                                       September 30,             December 31,
                                                                       2000                      1999
                                                                       $                         $

<S>                                                                      <C>                     <C>
         Net income (loss)                                               145,019                 14,319
         Other comprehensive income (loss):
          Foreign Currency Translation Adjustments                     (207,862)                 89,533
                                                                       ---------                 ------

         Comprehensive Income                                           (62,843)                103,852
                                                                       =========                =======
  </TABLE>


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

<TABLE>
<S>                                                                                          <C>
         Accumulated other comprehensive loss, December 31, 1998                               $ (139,026)

         Foreign currency translation adjustments for the year ended
                  December 31, 1999                                                                 89,533
                                                                                                ----------

         Accumulated other comprehensive loss, December 31, 1999                                  (49,493)
     Foreign currency translation adjustments for the nine-month period ended                    (207,862)
                                                                                                ----------
                  September 30, 2000

         Accumulated other comprehensive loss, September 30, 2000                                (257,355)
                                                                                                ==========
</TABLE>



         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 which is done only for the
     convenience of the reader.



                                       16
<PAGE>



THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

10.      THREE MONTHS ENDED SEPTEMBER 30, 1999

         The three-month period ended September 30, 1999 does not include the
         third quarter results of TidalBeach Inc. as the information was
         unavailable to the Company at the time of filing. It is estimated that
         these results do not have a material impact on these financial
         statements.

11.      LONG-TERM INVESTMENTS

         Included in long-term investments are:

         (i)    A 99% ownership in Njoyn Software Inc. incorporated July 4,
                2000. The company assessed its control over the operations of
                Njoyn to be temporary and therefore the assets and liabilities
                of Njoyn have not been consolidated. The investment has been
                accounted for under the equity method.

<TABLE>
<CAPTION>
                                                               September 30,            December 31,
                                                                   2000                     1999
                                                                     $                       $
<S>                                                          <C>                       <C>
                      Cost of Investment                              922,376                       -
                      Share of Net Loss                             (246,236)                       -
                                                              ----------------         ---------------
                      Net Investment                                  676,140                       -
                                                              ================         ===============
</TABLE>



         (ii)   A 80% ownership in E-wink Inc. The company assessed its control
                over the operations of E-wink Inc. to be temporary and therefore
                the assets and liabilities of E-wink Inc. have not been
                consolidated. The investment has been accounted for under the
                equity method. As of September 30, 2000 there was no income or
                loss in E-wink.

<TABLE>
<CAPTION>
                                                               September 30,            December 31,
                                                                   2000                     1999
                                                                     $                       $
<S>                                                           <C>                       <C>
                      Cost of Investment                            1,613,158                       -
                      Share of Income (loss)                                -                       -
                                                              ----------------         ---------------
                      Net Investment                                1,613,158                       -
                                                              ================         ===============
</TABLE>


         (iii)  Due to the Pooling of Interests method used for the combination
                of TidalBeach Inc., two long-term investments have been included
                in the September 30, 2000 consolidated financial statements,
                which are being carried at cost.

<TABLE>
<CAPTION>
                                                               September 30,            December 31,
                                                                   2000                     1999
                                                                     $                       $
<S>                                                          <C>                       <C>
                      Investment in Personal Stress Inc.              146,004                       -
                      Investment in Envision Inc.                      84,107                       -
                                                              ----------------         ---------------
                      Net Investment                                  230,111                       -
                                                              ================         ===============
</TABLE>


             The company is restricted from selling the shares in Envision Inc.
until such time as an IPO is completed.


                                       17
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

12.      SUBSEQUENT EVENTS

         a)     The Company has signed a number of letters of intent and
                expressions of interest with corporations operating in various
                cities in North America. At this time, due to confidentiality
                agreements, the Company is not at liberty to disclose the
                identity or terms and conditions of these acquisitions.

         b)     On September 13, 2000, the Company entered into an agreement
                with Burlington Capital Markets Inc. conditional on the
                successful integration and financing of the Aquila Holdings
                Limited acquisition. The Company will sell Burlington an
                aggregate of 250,000 shares of its common stock at a cash
                purchase price of $0.01 per share. These shares were issued
                October 6, 2000. The value of services rendered in exchange for
                the right to acquire these shares has been estimated to be
                $600,000 and has been reflected in deferred acquisition costs
                included in other assets and paid in capital. The Company will
                also issue to Burlington warrants to purchase an aggregate of
                400,000 shares of common stock in accordance with the following
                schedule: (i) 100,000 shares at an exercise price of $5.00 per
                share, exercisable at any time after October 31, 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 are exercisable in whole
                or in part until 5 years from the date they can first be
                exercised, and will contain a cashless exercise provision and
                registration rights. Compensation will be paid to Burlington at
                a monthly fee of $10,000 for a minimum of six months.

         c)     On October 4, 2000, the Company entered into a non-binding
                letter of intent with Aquila Holdings Limited, a European
                recruitment company. Pursuant to the letter of intent, the
                Company will acquire all of the issued and outstanding common
                stock of Aquila Holdings Limited, and its wholly-owned
                subsidiary DPP International Limited in consideration for up to
                an aggregate of (pound)2,500,000 in cash and (pound)961,000
                worth of common stock. The consummation of the transaction
                contemplated by the letter of intent is subject to due diligence
                investigation.

         d)     On October 26, 2000, the Company entered into an agreement with
                Rodman & Renshaw, Inc., whereby the Company has engaged Rodman
                on a best efforts basis to raise up to $10.0 million for Njoyn
                Software Inc. through the private placement of securities. Upon
                successful completion, Rodman will be entitled to a combination
                of cash and warrants based on the funding received by the
                Company.

         e)     On November 2, 2000, the Company's subsidiary, Njoyn Software
                Inc. entered into an agreement with Trinity Capital Securities
                Limited, whereby Njoyn engages Trinity Capital to facilitate a
                merger with an identified CDNX company and raise up to
                $3,300,000 for the combined entity. Upon successful completion,
                Trinity Capital will be entitled to a combination of cash and
                warrants based on the funding received by the Njoyn.

         f)     On November 15, 2000, the Company signed a letter of intent with
                a corporation based in the United States in a complementary
                industry segment. The Company has signed a Confidentiality
                Agreement which prevents it from disclosing the name of the
                corporation at this time. The corporation has annual sales of
                $16,000,000, an EBITDA of $3,000,000, 8 offices in North
                America, 1 office in Europe, and 300 employees. The purchase
                price consists of $8,000,000 cash and $4,000,000 of the
                Company's common stock. The consummation of the transaction
                contemplated by the letter of intent is subject to a final
                purchase and sale agreement.


                                       18
<PAGE>


THINKPATH.COM INC.
Notes to Consolidated Interim Financial Statements
September 30, 2000
(Amounts expressed in US dollars)
(Unaudited)

13.      CONTINGENCIES

         The company is party to various lawsuits arising from the normal course
         of business. In management's opinion, the litigation will not
         materially affect the company's financial position, results of
         operations or cashflows. No provision has been recorded in the accounts
         for possible losses and gains. Should any expenditures be incurred by
         the company for the resolution of these lawsuits, they will be charged
         to the operations of the year in which such expenditures are incurred.



                                       19
<PAGE>




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

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

Overview

         ThinkPath.com Inc. (the "Company"), a corporation formed under the laws
of the Province of Ontario, Canada, is a global provider of project outsourcing,
information technology and engineering recruiting, technical training and
consulting and ASP-based skills management technology. The Company's customers
include high profile software development, financial services, banking,
telecommunications, government and information technology companies, including
but not limited to, Bank of Montreal, Bell Canada, Goldman Sachs, Chapters,
Lucent Technologies, Cummins Engine, General Motors, Merrill Lynch, Xerox
Corporation, General Electric, American Express and Universal Industrial Corp.
(ESI).

         A substantial part of the Company's growth has been achieved through
combinations and acquisitions. For the period commencing on January 1, 2000 and
ending on September 30, 2000, the Company completed the combinations of Object
Arts Inc., and Tidal Beach Inc. which were accounted for using the
pooling-of-interests method of accounting, and the acquisition of MicroTech
Professionals, Inc. which was accounted for using the purchase method of
accounting. In connection with the combinations and acquisitions, the Company
issued an aggregate 910,593 shares of its common stock in exchange for: (i) all
of the issued and outstanding common stock of Object Arts Inc; (ii) all of the
issued and outstanding shares of common stock of MicroTech Professionals, Inc
and; (iii) all of the issued and outstanding common stock of TidalBeach Inc.

         In March 2000, the Company issued 300,000 shares of its common stock in
exchange for 80% of the issued and outstanding common stock of E-Wink, Inc. The
acquisition of E-Wink, Inc. has been reflected as a long-term investment.
E-Wink, Inc. is currently developing platform technology that will match
corporation's seeking venture capital with venture capital firms. E-Wink, Inc.
is in the process of raising equity and, as a result, the Company's equity
interest in E-Wink, Inc. may be reduced.


Results of Operations For Each of the Three and Nine Months Ended September,
2000 and 1999

Revenue

         Revenue for the three months ended September 30, 2000 increased by
$4,810,000 or 94% to $9,940,000, as compared to $5,130,000 ended for the three
months ended September 30, 1999. The increase is primarily due to added revenues
of Cad Cam, Inc., Object Arts Inc. and MicroTech Professionals, Inc. Cad Cam
Inc. was acquired in October 1999 and had sales of $4,280,000 for the



                                       20
<PAGE>

three months ended September 30, 2000. Object Arts Inc. was combined and had
sales of $1,060,000 for the three months ended September 30, 2000. MicroTech
Professionals, Inc. was acquired effective April 1, 2000 and had sales of
$1,490,000 for the three months ended September 30, 2000. As a result of these
acquisitions, the Company's revenues from the United States for the three months
ended September 30, 2000 increased by $5,130,000, or 386%, to $6,460,000, as
compared to $1,330,000 for the three months ended September 30, 1999.

         Revenue for the nine months ended September 30, 2000 increased by
$16,560,000 or 103%, to $32,630,000, as compared to $16,070,000 for the nine
months ended September 30, 1999. The increase is primarily attributable to the
added revenues of Cad Cam, Inc., Object Arts Inc. and MicroTech Professionals,
Inc. Cad Cam Inc. was acquired October 1999 and had sales of $14,440,000 for the
nine months ended September 30, 2000. Object Arts Inc. was combined and had
sales of $5,110,000 for the nine months ended September 30, 2000. MicroTech
Professionals, Inc. was acquired effective April 1, 2000 and had sales of
$3,230,000 for the six months ended September 30, 2000. As a result of these
combinations and acquisitions, the Company's revenues from the United States for
the nine months ended September 30, 2000 increased by $17,970,000, or 548%, to
$21,250,000, as compared to $3,280,000 for the nine months ended September 30,
1999.

Cost of Services Sold

         The costs of services sold for the three months ended September 30,
2000 increased by $2,870,000 or 85%, to $6,230,000, as compared to $3,360,000
for the three months ended September 30, 1999. This increase was due to the
increased volume of contract services, largely a result of the acquisitions of
Cad Cam, Inc. and Micro Tech Professionals, Inc. As a percentage of revenue, the
cost of services sold decreased from 65% for the three months ended September
30, 1999 to 63% for the three months ended September 30, 2000.

         The costs of services sold for the nine months ended September 30, 2000
increased by $9,980,000, or 102%, to $19,770,000, as compared to $9,790,000 for
the nine months ended September 30, 1999. This increase was due to the increased
volume of contract services, largely a result of the acquisitions of Cad Cam,
Inc. and MicroTech Professionals, Inc. As a percentage of revenue, the cost of
services sold was the same at 61% for the nine months ended September 30, 2000
and the nine months ended September 30, 1999.

Gross Profit

         Gross profit for the three months ended September 30, 2000 increased by
$1,940,000 or 110%, to $3,710,000, as compared to $1,770,000 for the three
months ended September 30, 1999. This increase was attributable to the
aforementioned increase in revenue during the three months ended September 30,
2000. As a percentage of revenue, gross profit increased from 35% for the three
months ended September 30, 1999 to 37% for the three months ended September 30,
2000.

         Gross profit for the nine months ended September 30, 2000 increased by
$6,580,000, or 105%, to $12,860,000, as compared to $6,280,000 for the nine
months ended September 30, 1999. This increase was attributable to the
aforementioned increase in revenue during the nine months ended September 30,
2000. As a percentage of revenue, gross profit was the same at 39% for the nine
months ended September 30, 2000 and the nine months ended September 30, 1999.

Operating Expenses

         Operating expenses include expenses for administrative, sales and
management salaries and benefits, advertising and promotion, office and general,
professional fees and occupancy costs. Operating expenses for the three months
ended September 30, 2000 increased by $950,000, or 40%, to


                                       21
<PAGE>

$3,330,000, as compared to $2,380,000 for the three months ended September 30,
1999. This increase was primarily attributable to the increase in administrative
expenses at the corporate level required to support the increasing number of
locations and volume of transactions. As a percentage of revenue, operating
expenses decreased from 46% for the three months ended September 30, 1999 to 34%
for the three months ended September 30, 2000.

         Operating expenses for the nine months ended September 30, 2000
increased by $4,390,000, or 69%, to $10,720,000, as compared to $6,330,000 for
the nine months ended September 30, 1999. This increase was primarily
attributable to the increase in administrative expenses at the corporate level
required to support the increasing number of locations and volume of
transactions. As a percentage of revenue, operating expenses decreased from 39%
for the nine months ended September 30, 1999 to 33% for the nine months ended
September 30, 2000.

Net Income

         Net losses for the three months ended September 30, 2000 decreased by
$360,000 or 42%, to a net loss of $490,000, as compared to a net loss of
$850,000 for the three months ended September 30, 1999. The net loss in the
three months ending September 30, 2000 is primarily attributable to the
Company's investment in its technology subsidiary, Njoyn Software Inc and the
financing cost of non-operational preferred share discounts. The Company raised
capital throughout the course of the year by way of the issuance of convertible
preferred stock. These shares of convertible preferred stock have a discount to
the market price at the time of conversion, which was $200,000 during the third
quarter. Amortization expense increased $160,000 or 89% from $180,000 for the
three months ended September 30, 1999 to $340,000 for the three months ended
September 30, 2000. This increase is primarily attributable to the increase in
capital assets, the increase in the acquisition of other assets, and the
increase of goodwill. Interest expense increased $30,000 or 27% to $140,000 for
the three months ended September 30, 2000 from $110,000 for the three months
ended September 30, 1999. This increase is a result of the Company's increase in
short-term and long-term debt.

         Net income for the nine months ended September 30, 2000 increased by
$720,000 to $150,000, as compared to a net loss of $570,000 for the nine months
ended September 30, 1999. Amortization expense increased $860,000 or 344% from
$250,000 for the nine months ended September 30, 1999 to $1,110,000 for the nine
months ended September 30, 2000. This increase is primarily attributable to the
increase in capital assets, the increase in the acquisition of other assets, and
the increase of goodwill. Interest expense increased $230,000 or 70% to $560,000
for the nine months ended September 30, 2000 from $330,000 for the nine months
ended September 30, 1999. This increase is a result of the Company's increase in
short-term and long-term debt.

Liquidity and Capital Resources

         The Company's primary sources of cash and cash flow from operations are
its credit line with Bank One and proceeds from a private placement offering. At
September 30, 2000, the Company had cash and cash equivalents of $780,000 and
working capital of $1,140,000. During the nine months ended September 30, 2000,
the Company had a cash flow deficiency from operations of $2,340,000, due
primarily to an increase in accounts receivable and a decrease in accounts
payable.

         The Company's financing activities include borrowings and repayments
under its bank financing agreements, issuance of and payments against
installment notes used to finance acquisitions. For the nine months ended
September 30, 2000, the Company had cash flow from financing activities of
$6,090,000, attributable to an increase in bank indebtedness of $840,000 and
proceeds of $2,330,000 from the issuance of common stock and $2,000,000 from the
issuance of preferred stock. For the nine


                                       22
<PAGE>

months ended September 30, 1999, the Company had cash flow from financing
activities attributable to proceeds of $4,730,000 from the issuance of common
stock.

         The Company's arrangement with Bank One allows for an operating line,
payable on demand and secured by the Company's assets, of up to $7,000,000. At
September 30, 2000, there was $5,000,000 outstanding on this line. At September
30, 2000, the Company had a total of $590,000 due to the Business Development
Bank of Canada pursuant to eight separate loans.

         During the nine months ended September 30, 2000 the Company had a cash
flow deficit from investing activities of $4,900,000, attributable to the
acquisition of capital assets and cash payments for subsidiaries and long-term
investments.

         The Company's working capital requirements consist primarily of the
financing of accounts receivable and Njoyn Software Inc., formerly known as the
GTS (the Company's proprietary Internet-based recruiting and information
management tool). While there can be no assurances in this regard, the Company
expects that internally generated cash plus the bank revolving lines of credit
will be sufficient to support its working capital needs, its fixed payments and
other short-term obligations. The Company will continue to identify and
participate in financing activities on a debt or equity basis to fund its
internal growth, marketing and development of Njoyn Software Inc. and strategic
acquisitions.

Recent Events

         On October 4, 2000, the Company entered into a non-binding letter of
intent with Aquila Holdings Limited, a European recruitment company. Pursuant to
the letter of intent, the Company will acquire all of the issued and outstanding
common stock of Aquila Holdings Limited, and its wholly-owned subsidiary DPP
International Limited in consideration for up to an aggregate of
(pound)2,500,000 in cash and (pound)961,000 worth of common stock. The
consummation of the transaction contemplated by the letter of intent is subject
to due diligence investigation.

         On October 26, 2000, the Company entered into an agreement with Rodman
& Renshaw, Inc., whereby the Company engaged Rodman on a best efforts basis to
raise up to $10.0 million for Njoyn Software Inc. through the private placement
of securities. Upon successful completion, Rodman will be entitled to a
combination of cash and warrants based on the funding received by the Company.

         On November 2, 2000, the Company's subsidiary, Njoyn Software Inc.
entered into an agreement with Trinity Capital Securities Limited, whereby the
Company engages Trinity Capital to facilitate a merger with an identified CDNX
company and raise up to $3,300,000 for the combined entity. Upon successful
completion, Trinity Capital will be entitled to a combination of cash and
warrants based on the funding received by the Company.

         On November 15, 2000, the Company signed a letter of intent with a
corporation based in the United States in a complimentary industry segment. The
Company has signed a Confidentiality Agreement which prevents it from disclosing
the name of the corporation at this time. The corporation has annual sales of
$16,000,000, an EBITDA of $3,000,000, 8 offices in North America, 1 office in
Europe, and 300 employees. The purchase price consists of $8,000,000 cash and
$4,000,000 of the Company's common stock. The consummation of the transaction
contemplated by the letter of intent is subject to a final purchase and sale
agreement.



                                       23
<PAGE>

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is not involved in any material legal proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         On July 7, 2000, the Company issued an aggregate of: (a) 5,000 shares
of Series A 8% Cumulative Convertible Preferred Stock; and (b) warrants to
purchase up to an aggregate of 225,000 shares of common stock, in consideration
for $500,000 pursuant to the exercise of an option granted to the Company in its
December 1999 private placement offering. The 225,000 warrants issued upon the
Company's 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.

         The shares of Series A 8% Percent Cumulative Convertible Preferred
Stock are convertible into shares of the Company's common stock at the option of
the holders the Series A 8% Percent Cumulative Convertible Preferred Stock, at
any time after issuance until either: (i) such shares of Series A 8% Percent
Cumulative Convertible Preferred Stock are converted at the Company's option; or
(ii) such shares of Series A 8% Percent Cumulative Convertible Preferred Stock
are redeemed by the Company, under certain conditions, at any time after April
27, 2000.

         The holders of the shares of Series A 8% Percent Cumulative Convertible
Preferred Stock are entitled to receive preferential dividends in cash, 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 8% simple interest per annum
on the stated value per share. Such are payable on a quarterly basis commencing
on the quarter ending March 31, 2000 when as and if declared, provided however,
that the dividends will be made in additional shares of Series A 8% Percent
Cumulative Convertible Preferred Stock at a rate of one share of Series A 8%
Percent Cumulative Convertible Preferred Stock for each $100 of such dividend
not paid in cash. Dividends may be paid at the Company's option with shares of
Series A 8% Percent Cumulative Convertible Preferred Stock only if the Company's
common stock deliverable upon the conversion of the Series A 8% Percent
Cumulative Convertible Preferred Stock will have been included for public resale
in an effective registration statement filed with the Securities and Exchange
Commission on the dates such dividends are payable and paid to the holders. The
dividends shall be cumulative whether or not earned and shall be cumulative from
and after December 30, 1999.

         The number of shares of the Company's common stock into which the
Series A 8% Percent Cumulative Convertible Preferred Stock shall be convertible
shall be 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) 90% of
the average "Closing Bid Prices" for the three trading days immediately
preceding December 30, 1999, or (y) 80% of the average of the three lowest
"Closing Bid Prices" for the ten trading days immediately preceding the
conversion of the respective shares of Series A 8% Percent Cumulative
Convertible Preferred Stock. The "Closing Bid Price" is defined as the closing
bid price as reported on the Nasdaq SmallCap Market or the principal market or
exchange where the Company's common stock is then traded. The holders of the
shares of Series A 8% Percent Cumulative Convertible Preferred Stock may
exercise their right to conversion only if the aggregate stated value of the
shares of Series A 8% Percent Cumulative Convertible Preferred Stock to be
converted is equal to at least $5,000, unless if at the time of such conversion,
the aggregate stated value of all of the shares of Series A 8% Percent
Cumulative Convertible Preferred Stock is less than $5,000, then the whole
amount of the remaining shares of Series A 8% Percent Cumulative Convertible
Preferred Stock may be converted.

         At any time after April 27, 2000, the Company has the option to redeem
any or all of the shares


                                       24
<PAGE>

of Series A 8% Percent 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 of Series A 8% Percent Cumulative Convertible Preferred Stock being
redeemed plus the dollar amount of the accrued dividends, if the Conversion
Price of the shares of Series A 8% Percent Cumulative Convertible Preferred
Stock on the trading day prior to the date of redemption is less than $2.

         On August 22, 2000, the Company completed a private placement offering
of units pursuant to Regulation D. Each unit consists of 1 share of common stock
and a callable warrant to purchase 1/2 of 1 share of common stock. A total of
1,063,851 shares of common stock were issued together with 532,534 warrants to
purchase shares of common stock exercisable for a period of five years from
August 22, 2000, in consideration for $2,681,600. The purchase price per unit
ranged from $1.9692 to $2.8125. In addition, the Company issued to the placement
agent, certain financial advisors and the placement agent's counsel, warrants to
purchase up to 280,093 shares of common stock in connection with the private
placement offering. Such warrants are exercisable for a period of five years
from August 22, 2000 at an exercise price of $2.4614 per share.

         On September 13, 2000, the Company entered into an agreement with
Burlington Capital Markets Inc. conditional on the successful integration and
financing of the Aquila Holdings Limited acquisition. Pursuant to the agreement,
the Company has sold Burlington an aggregate of 250,000 shares of its common
stock at a cash purchase price of $0.01 per share. The Company will also issue
to Burlington warrants to purchase an aggregate of 400,000 shares of common
stock in accordance with the following schedule: (i) 100,000 shares at an
exercise price of $5.00 per share, exercisable at any time after October 31,
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 are exercisable in whole or in part until
5 years from the date they can first be exercised, and will contain a cashless
exercise provision and registration rights. Compensation will be paid to
Burlington at a monthly fee of $10,000 for a minimum of six months.

ITEM 3.  DEFAULTS IN SENIOR SECURITIES

         None.

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

         On August 3, 2000, the Company held a duly called special meeting of
its shareholders pursuant to which the shareholders approved the ratification of
the issuance of more than 735,011 shares of the Company's common stock upon the
completion of the August private placement offering of up to $5,000,000.00 worth
of units (each unit consisting of one share of common stock and a warrant to
purchase one-half of one share of common stock) or approximately 1,666,667
shares of common stock which represented an issuance of more than 20% of the
issued and outstanding shares of the Company's common stock as of the record
date set for the meeting, and therefore required the approval of the Company's
shareholders under Rule 4460 of the National Association of Securities Dealers,
Inc.

         The following is a breakdown of the votes cast at the August 2, 2000
special meeting of the Company's shareholders:

                                       25
<PAGE>

         For:           2,048,594 shares
         Against:          12,865 shares
         Withheld:            300 shares
         Abstain:       1,613,292 shares



ITEM 5.  OTHER INFORMATION

         On July 27, 2000, the Company consolidated its Canadian and United
States banking and signed an agreement with Bank One for banking facilities and
an operating line, payable on demand, of $7,000,000. The Company has cancelled
its banking facilities and operating lines with Provident Bank and Toronto
Dominion Bank.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Reports on Form 8-K.

         The Company did not file any reports on Form 8-K during the nine-month
period ended September 30, 2000.

(c)      Exhibits.

         27       Financial Data Schedule

                                   SIGNATURES

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

                               THINKPATH.COM INC.


Dated: November 20, 2000  By: /s/ Declan French       By: /s/ Kelly Hankinson
                             ------------------           -------------------
                             Declan French               Kelly L. Hankinson
                             Chief Executive Officer     Chief Financial Officer
                             and President



                                       26