<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
                                       OR

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

         FOR THE TRANSITION PERIOD FROM ____________ TO ________________

                        COMMISSION FILE NUMBER __________

                                 THINKPATH INC.

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


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

                         55 UNIVERSITY AVENUE, SUITE 400
                        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 |_|

         AS OF NOVEMBER 19, 2002 THERE WERE 51,709,067 SHARES OF COMMON
                   STOCK, NO PAR VALUE PER SHARE, OUTSTANDING.
<PAGE>
                                 THINKPATH INC.
                  SEPTEMBER 30, 2002 QUARTERLY REPORT ON FORM 10-Q

                                TABLE OF CONTENTS



                         PART I - FINANCIAL INFORMATION

                                                                     Page Number

Item 1.  Financial Statements

Interim Consolidated Balance Sheets as of September 30, 2002,
         December 31, 2001...................... ..............................
Interim Consolidated Statements of Income for the three and nine months ended
         September 30, 2002 and 2001 ..........................................
Interim Consolidated Statements of Stockholders' Equity for the three and nine
         months ended September 30, 2002.......................................
Interim Consolidated Statements of Cash Flows for the nine months ended
         September 30, 2002 and 2001...........................................
Notes to Interim Consolidated Financial Statements.............................

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk............

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ....................................................
Item 2.  Changes in Securities and Use of Proceeds ............................
Item 3.  Defaults Upon Senior Securities ......................................
Item 4.  Submission of Matters to a Vote of Security Holders ..................
Item 5.  Other Information ....................................................
Item 6.  Exhibits and Reports on Form 8-K .....................................
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS
<PAGE>
                                 THINKPATH INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                      AS OF SEPTEMBER 30, 2002 (UNAUDITED)

                        (AMOUNTS EXPRESSED IN US DOLLARS)
<PAGE>
THINKPATH INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)


<TABLE>
<CAPTION>
                                                  September 30,     December 31,
                                                           2002              2001
                                                    -----------       ----------
                                                          $                $
                                     ASSETS
CURRENT ASSETS

<S>                                                  <C>              <C>
    Cash                                                 33,082          482,233
    Accounts receivable                               4,323,194        5,502,113
    Inventory                                            34,126           40,057
    Income taxes receivable                             162,100          431,817
    Prepaid expenses                                    326,750          345,341
                                                     ----------       ----------

                                                      4,879,252        6,801,561

CAPITAL ASSETS                                        2,384,164        2,859,340

GOODWILL                                              5,071,183        5,128,991

INVESTMENT IN NON-RELATED COMPANIES                     763,306        1,013,926

LONG-TERM RECEIVABLE                                     83,450           83,450

OTHER ASSETS                                            102,688        1,287,710
                                                     ----------       ----------
                                                     13,284,043       17,174,978
                                                     ==========       ==========
</TABLE>
<PAGE>
THINKPATH INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
(AMOUNTS EXPRESSED IN US DOLLARS)

<TABLE>
<CAPTION>
                                                   September 30,   December 31,
                                                           2002           2001
                                                     -----------    -----------
                                                             $              $
                                   LIABILITIES
CURRENT LIABILITIES

<S>                                                    <C>            <C>
    Bank indebtedness                                  4,977,686      5,039,171
    Accounts payable                                   3,193,688      4,073,444
    Deferred revenue                                     221,846        365,023
    Current portion of long-term debt                    807,049        528,285
    Current portion of notes payable                     168,000        150,000
                                                     -----------    -----------
                                                       9,368,269     10,155,923



DEFERRED INCOME TAXES                                    150,380        150,380

LONG-TERM DEBT                                           181,202        582,432

NOTES PAYABLE                                            668,000      2,340,000

LIABILITIES PAYABLE IN CAPITAL STOCK                   1,800,536        699,297
                                                     -----------    -----------
                                                      12,168,387     13,928,032
                                                     -----------    -----------


                              STOCKHOLDERS' EQUITY

CAPITAL STOCK                                         28,114,210     26,571,481

DEFICIT                                              (25,924,786)   (22,719,044)

ACCUMULATED OTHER COMPREHENSIVE LOSS                  (1,073,768)      (605,491)

                                                     -----------    -----------
                                                       1,115,656      3,246,946
                                                     -----------    -----------
                                                      13,284,043     17,174,978
                                                     ===========    ===========
</TABLE>
                 The accompanying notes are an integral part of
                these interim consolidated financial statements.
<PAGE>
THINKPATH INC.
INTERIM CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(AMOUNTS EXPRESSED IN US DOLLARS)

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED THREE MONTHS ENDED NINE MONTHS ENDED NINE MONTHS ENDED
                                               SEPT 30, 2002     SEPT 30, 2001     SEPT 30, 2002     SEPT 30, 2001
                                                -----------       -----------       -----------       -----------
                                                     $                 $                 $                 $
<S>                                               <C>               <C>              <C>               <C>
REVENUE                                           6,703,034         8,354,260        21,485,763        28,593,398

COST OF SERVICES                                  5,284,868         6,252,942        16,405,302        19,706,502
                                                -----------       -----------       -----------       -----------
GROSS PROFIT                                      1,418,166         2,101,318         5,080,461         8,886,896
                                                -----------       -----------       -----------       -----------
EXPENSES
  Administrative                                  1,565,698         1,430,517         3,591,830         4,226,173
  Selling                                           788,626         1,289,867         2,755,788         4,486,245
  Financing Expenses                                469,741            41,178           469,741           614,703
  Depreciation and amortization                     286,085           501,416           891,670         1,452,634
  Write down goodwill                                57,808              --              57,808              --
  Restructuring costs                                  --             (30,454)             --             403,165
                                                -----------       -----------       -----------       -----------
                                                  3,167,958         3,232,524         7,766,837        11,182,920
                                                -----------       -----------       -----------       -----------
OPERATING INCOME (LOSS) FROM CONTINUING
  OPERATIONS                                     (1,749,792)       (1,131,206)       (2,686,376)       (2,296,024)

  Gain (Loss) on Investment                            --            (130,242)             --            (130,242)
                                                -----------       -----------       -----------       -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS
  BEFORE INTEREST CHARGES                        (1,749,792)       (1,261,448)       (2,686,376)       (2,426,266)

  Interest Charges                                  354,138           109,599           822,609           584,092
                                                -----------       -----------       -----------       -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                            (2,103,930)       (1,371,047)       (3,508,985)       (3,010,358)

  Income taxes                                       20,155           295,509            (5,145)          699,501
                                                -----------       -----------       -----------       -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS         (2,124,085)       (1,666,556)       (3,503,840)       (3,709,859)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS
 (INCLUDING GAIN ON DISPOSAL OF $497,579)           (16,881)           37,716           356,099           (28,311)
                                                -----------       -----------       -----------       -----------
NET INCOME (LOSS)                                (2,140,966)       (1,628,840)       (3,147,741)       (3,738,170)

PREFERRED STOCK DIVIDEND REQUIREMENTS                 2,828            13,468            58,001           724,989

EARNINGS APPLICABLE TO COMMON STOCK              (2,143,794)       (1,642,308)       (3,205,742)       (4,463,159)
                                                ===========       ===========       ===========       ===========
WEIGHTED AVERAGE NUMBER OF COMMON STOCK
  OUTSTANDING BASIC AND FULLY DILUTED            28,704,219        15,093,564        23,717,204        14,277,356
                                                ===========       ===========       ===========       ===========
INCOME (LOSS) PER WEIGHTED AVERAGE
  COMMON STOCK BEFORE PREFERRED DIVIDENDS
  BASIC AND FULLY DILUTED                             (0.08)            (0.11)            (0.13)            (0.26)
                                                ===========       ===========       ===========       ===========
INCOME (LOSS) PER WEIGHTED AVERAGE
  COMMON STOCK AFTER PREFERRED DIVIDENDS
  BASIC AND FULLY DILUTED                             (0.08)            (0.11)            (0.14)            (0.31)
                                                ===========       ===========       ===========       ===========
</TABLE>

The accompanying notes are an integral part of these interim consolidated
financial statements.
<PAGE>
THINKPATH INC.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND THE YEAR ENDED DECMEBER 31,
2001 (AMOUNTS EXPRESSED IN US DOLLARS)


<TABLE>
<CAPTION>
                                                                                                                  ACCUMULATED
                                   COMMON STOCK    PREFERRED STOCK         CAPITAL                                   OTHER
                                     NUMBER OF     NUMBER OF SHARES        STOCK       RETAINED   COMPREHENSIVE  COMPREHENSIVE
                                      SHARES       A        B       C      AMOUNTS     EARNINGS     INCOME (LOSS) INCOME (LOSS)
                                   -----------  -------  -------  ----   ----------  -----------  -------------- -------------
<S>                                <C>          <C>      <C>      <C>   <C>          <C>            <C>           <C>
Balance as of December 31, 2001     17,731,711     --       --     945   26,571,481  (22,719,044)                    (605,491)

Net loss for the period                   --       --       --    --           --       (499,470)      (499,470)
                                                                                                    -----------
Other comprehensive income (loss),
      net of tax:                                                                                      (277,058)
   Foreign currency translation           --       --       --    --           --           --            --
   Adjustment to market value             --       --       --    --           --           --      -----------
                                                                                                       (277,058)     (277,058)
 Other comprehensive income                                                                         -----------
                                                                                                       (776,528)
Comprehensive loss                                                                                  ===========

Reduction in common stock payable    1,756,655     --       --    --        474,297         --

Dividend on preferred stock               --       --       --    --         21,617      (21,617)

Conversion of preferred stock to
common stock                           541,593     --       --     (65)        --           --

Beneficial conversion on
Issuance of preferred stock               --       --       --    --          2,063       (2,063)

Debt settled through the issuance
of common stock                      1,253,752     --       --    --        226,956         --
                                    ----------  -------  -------  ----   ----------  -----------                  -----------
Balance as of March 31, 2002        21,283,711     --       --     880   27,296,414  (23,242,194)                    (882,549)
                                    ==========  =======  =======  ====   ==========  ===========                  ===========
Net loss for the period                   --       --       --    --           --       (507,305)      (507,305)
                                                                                                    -----------

Other comprehensive income (loss),                                                                       61,005
   net of tax:                                                                                            --
      Foreign currency translation        --       --       --    --           --           --      -----------
      Adjustment to market value          --       --       --    --           --           --           61,005         61,005
                                                                                                    -----------
 Other comprehensive income                                                                            (446,300)
                                                                                                    ===========
Comprehensive loss

Common stock and warrants issued
in consideration of services         3,681,818     --       --    --        578,910         --

Dividend on preferred stock               --       --       --    --          7,842       (7,842)

Conversion of preferred stock to
common stock                         3,253,534     --       --    (280)        --           --

Beneficial conversion on
Issuance of preferred stock               --       --       --    --         23,651      (23,651)

Debt settled through the issuance
of common stock                           --                                   --           --
                                    ----------  -------  -------  ----   ----------  -----------                  -----------
Balance as of June 30, 2002         28,219,063     --       --     600   27,906,817  (23,780,992)                    (821,544)
                                    ==========  =======  =======  ====   ==========  ===========                  ===========

Net loss for the period                   --       --       --    --           --     (2,140,966)    (2,140,966)
                                                                                                    -----------
Other comprehensive income (loss),
   net of tax:                                                                                           (1,604)
      Foreign currency translation        --       --       --    --           --           --         (250,620)
      Adjustment to market value          --       --       --    --           --           --      -----------
                                                                                                       (252,224)     (252,224)
 Other comprehensive income               --       --       --    --           --           --      -----------
                                                                                                     (2,393,190)
Comprehensive loss                        --       --       --    --           --           --      ===========

Common stock and warrants issued
in consideration of services              --       --       --    --           --           --

Dividend on preferred stock               --       --       --    --          2,828       (2,828)

Conversion of preferred stock to
common stock                              --       --       --    --           --           --

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

Debt settled through the issuance
of common stock                      1,728,266     --       --    --        207,392         --
                                    ----------  -------  -------  ----   ----------  -----------                  -----------
Balance as of September 30, 2002    29,947,329     --       --     600   28,117,037  (25,924,786)                  (1,073,768)
                                    ==========  =======  =======  ====   ==========  ===========                  ===========
</TABLE>
                 The accompanying notes are an integral part of
                these interim consolidated financial statements.
<PAGE>
THINKPATH INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(AMOUNTS EXPRESSED IN US DOLLARS)
<TABLE>
<CAPTION>
                                                                                             2002                2001
                                                                                             ----                ----
                                                                                                $                   $
<S>                                                                                    <C>                 <C>
Cash flows from operating activities
     Net income (loss)                                                                 (3,147,741)         (3,738,170)
                                                                                       ----------          ----------

     Adjustments to reconcile net loss to net cash (used in) provided by
     operating activities:

          Amortization                                                                    987,964           1,712,937
          Write down of long-term investment                                              250,620                --
          Write down of goodwill                                                           57,808                --
          Decrease (increase) in accounts receivable                                    1,326,509           1,604,197
          Decrease (increase) in prepaid expenses                                          29,062             (80,776)
          Increase (decrease) in accounts payable                                        (864,409)           (186,017)
          Decrease (increase) in deferred income taxes                                       --               611,439
          Decrease (increase) in inventory                                                  6,000              41,351
          Decrease (increase) in short-term investments                                      --               130,242
          Increase (decrease) in deferred revenue                                        (144,225)            (63,899)
          Increase in income taxes payable (receivable)                                   269,699              84,494
          Common stock and warrants issued for services                                   578,909             428,299
          Long-term investment received for services                                         --              (206,072)
          Gain on disposal of subsidiary                                                 (497,579)               --
          Forgiveness of long-term debt                                                      --              (190,629)
                                                                                       ----------          ----------
     Total adjustments                                                                  2,000,358           3,885,566
                                                                                       ----------          ----------
     Net cash used in operating activities                                             (1,147,383)            147,396
                                                                                       ----------          ----------

Cash flows from investing activities
     Purchase of capital assets                                                          (253,520)           (183,803)
     Disposal (purchase) of other assets                                                   16,156            (295,476)
     Increase in long-term receivable                                                        --              (188,026)
     Proceeds on disposal of subsidiary                                                 1,320,786                --
                                                                                       ----------          ----------
     Net cash used in investing activities                                              1,083,422            (667,305)
                                                                                       ----------          ----------

Cash flows from financing activities
     Repayment of notes payable                                                           (79,000)           (211,127)
     Repayment of long-term debt                                                         (479,532)           (861,292)
     Cash received (paid) on long-term debt                                               259,350             225,000
     Proceeds from issuance of common stock                                                  --               400,000
     Proceeds from issuance of preferred stock                                               --             1,230,000
     Increase (decrease) in bank indebtedness                                            (118,197)            (61,505)
                                                                                       ----------          ----------
     Net cash provided by financing activities                                           (417,379)            721,076
                                                                                       ----------          ----------
Effect of foreign currency exchange rate changes                                           32,189            (201,167)
                                                                                       ----------          ----------
                                                                                         (449,151)               --
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents

     -Beginning of period                                                                 482,233                --
                                                                                       ----------          ----------
     -End of period                                                                        33,082                --
                                                                                       ==========          ==========

SUPPLEMENTAL CASH ITEMS:
     Interest paid                                                                        837,303             612,978
                                                                                       ==========          ==========
     Income taxes paid (recovered)                                                         (5,145)             99,501
                                                                                       ==========          ==========

SUPPLEMENTAL NON-CASH ITEM:
     Preferred stock dividend                                                              58,001             711,521
     Common shares issued for liabilities                                               1,487,554             669,125
     Reduction in notes payable                                                         1,575,536             650,600
     Deferred taxes                                                                          --               790,000
                                                                                       ==========          ==========
</TABLE>

                 The accompanying notes are an integral part of
                these interim consolidated financial statements.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(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 significant operating losses, working capital deficiencies, and
   violation of certain loan covenants. At September 30, 2002, the Company had a
   working capital deficiency of $4,489,017, a deficit of $25,924,786 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, 2002, the
   revolving line of credit was $4,980,000 including an overdraft of
   approximately $650,000. Eligible receivables allowed for a maximum borrowing
   of $4,330,000. 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, 2002 and thereafter, the company did not
   comply with the covenants contained in the revolving line of credit
   agreement.

   On July 1, 2002 and as amended on August 1, 2002, August 15, 2002, September
   1, 2002, September 16, 2002, September 30, 2002, and October 15, 2002, the
   company entered into a Forbearance and Modification Agreement with its senior
   lender, Bank One whereby the Bank agreed to forebear from exercising its
   rights and remedies against the company as a result of its violation of
   certain loan covenants, until the period ending November 30, 2002. In the
   event that the company defaults under the agreement including the failure to
   make payment when due, the Bank is entitled to exercise any and all of its
   security rights including foreclosing on collateral.

   On August 13, 2002, the company received a commitment from Morrison Financial
   Services Limited for a syndicated financing arrangement that will provide the
   funding necessary to purchase Bank One's debt and security. The partners in
   the syndicate are Maple Partners America Inc., Morrison Financial Services
   Limited and MFI Export Finance Inc. Bank One has agreed to extend the
   expiration of the Forbearance and Modification Agreement until November 30,
   2002 to allow the syndicate to complete the financing arrangement. In
   addition, Bank One has agreed to accept a $700,000 discount on the payoff of
   its indebtedness. The Business Development Bank of Canada has also agreed to
   sell its debt and security to the syndicated group with a discount on the
   payoff of $300,000.

   On October 15, 2002, the company signed a term sheet with Bristol Investment
   Fund, Ltd. and a syndicate of other investors to issue Senior Secured
   Convertible Debentures of up to $3,000,000 in multiple tranches. The first
   tranche of $800,000 will be issued upon signing of a definitive investment
   agreement and concurrently with the closing of the financing arrangement with
   Morrison Financial. The funds will be directed to Bank One and certain of the
   company's other creditors.

   As at November 19, 2002, management's plans to mitigate and alleviate these
adverse conditions and events include:

    A.  Commitment from a new lender to purchase Bank One and the Business
        Development Bank of Canada's debt and security.

    B.  Commitment from investors for a convertible debenture of up to
        $3,000,000.

    C.  Ongoing restructuring of debt obligations and settlement of outstanding
        claims.

    D.  Ongoing 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 14. 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.

    E.  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.

    F.  Focus on growth in the engineering division, including design services,
        technical publications and e-learning.


<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


   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, the bank's continued forbearance, the closing of
   new financing, and settlement of its insurance claim, all of which are
   subject to substantial uncertainties. Cash flows 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 flows in the short term, and to
   successfully procure forbearance from the bank and close alternate financing,
   could have a material adverse effect on the company's liquidity position and
   capital resources.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   a) Going Concern

      These interim consolidated 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 interim consolidated 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 interim
      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. These
      interim consolidated financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.

   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.


   c) Principal Business Activities

      Thinkpath Inc. is an information technology and engineering services
      company which, along with its subsidiaries Thinkpath US Inc. (formerly Cad
      Cam Inc.), Thinkpath Michigan Inc. (formerly Cad Cam of Michigan Inc.),
      Thinkpath Technical Services Inc. (formerly Cad Cam Technical Services
      Inc.), Thinkpath Training US Inc.(formerly ObjectArts US Inc.), MicroTech
      Professionals Inc., and TidalBeach Development Inc., provides engineering,
      staffing, training and technology services to enhance the resource
      performance of clients.

   d) Basis of interim consolidated financial statement presentation

      The interim 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.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


   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.

      Fully diluted net income (loss) per common stock is computed by dividing
      net income for the year by the weighted average number of common stock
      outstanding during the year, assuming that all convertible preferred
      stock, stock options and warrants as described in note 13 were converted
      or exercised. Stock conversions stock options and warrants which are
      anti-dilutive are not included in the calculation of fully diluted net
      income (loss) per weighted average common stock.

   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 reasonably assured.
      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.
<PAGE>
 THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


      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 is recognized on a
         percentage of completion basis for contracts with significant amounts
         of customization and clearly defined milestones agreed to by the
         customer and an enforceable right to invoice and collect on a partial
         completion basis. For contracts which require significant
         customization, without clearly defined milestones, and an inability to
         estimate costs, revenue is reflected on a completed contract basis. On
         March 1, 2002 the Company sold its subsidiary, Njoyn Software
         Incorporated to Cognicase Inc, a Canadian company. The net proceeds
         after broker fees were $1,350,000 of which $800,000 was received in
         cash and $550,000 was received in unrestricted common shares. The
         shares were sold on March 11, 2002 for value of $524,673.19. As part of
         the transaction, Cognicase assumed the entire staff in the technology
         division. As a result, the company has had no further Njoyn revenue.

      6) The company also signs contracts for the customization or development
         of SecondWave, a web development software 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. After the sale of Njoyn and the
         assumption of the technology division, the company has had no further
         SecondWave revenue.

      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
      consolidated 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.

      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 began applying the new accounting rules effective January 1,
      2002.

      The Company has assessed the financial impact SFAS No. 141 and No. 142
      will have on its Consolidated Financial Statements and has determined that
      there is no transitional impairment loss.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


   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.

      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.

      In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment
      or Disposal of Long-Lived Assets." SFAS 144 addresses financial
      accounting and reporting for the impairment or disposal of long-lived
      assets. The Company adopted SFAS 144, effective January 1, 2002. The
      adoption of SFAS 144 did not have a material impact on the Company's
      results of operations or financial condition.

   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 unrealized 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.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


   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. Included in the software
      developed for own use which may be sold as a separate product is the Njoyn
      and Secondwave software and therefore for these products, the costs
      incurred after technological feasibility was reached has been treated as
      Deferred Development costs and the amount evaluated on an annual basis to
      determine if a reduction in carrying value is warranted.

   t) Investments in Non-Related Companies

      The company records its investment in companies in which it holds less
      than 20% interest at fair market value. Changes in fair market value are
      adjusted in comprehensive income.

   u) Recent Pronouncements

      In April 2002, the FASB issued SFAS No. 145, which, among other things,
      changed the presentation of gains and losses on the extinguishments of
      debt. Any gain or loss on extinguishments of debt that does not meet the
      criteria in APB Opinion 30, "Reporting the Results of Operations -
      Reporting the Effects of Disposal of a Segment of a Business, and
      Extraordinary, Unusual and Infrequently Occurring Events and
      Transactions", shall be included in operating earnings and not presented
      separately as an extraordinary item. We will adopt SFAS No. 145 at the
      beginning of fiscal year 2003. We do not expect the provisions of SFAS No.
      145 to have any impact on our financial position, results of operations or
      cash flows.

      In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
      Associated with Exit or Disposal Activities," which addresses accounting
      for restructuring and similar costs. SFAS No.146 supersedes previous
      accounting guidance, principally Emerging Issues Task Force Issue, or
      EITF, No. 94-3 "Liability Recognition for Certain Employee Termination
      Benefits and Other Costs to Exit on Activity (including Certain Costs
      Incurred in a Restructuring)". We will adopt the provisions of SFAS No.
      146 for restructuring activities initiated after December 31, 2002. SFAS
      No. 146 may affect the timing of recognizing future restructuring costs as
      well as the amounts recognized.

   v) Advertising Costs

      Advertising costs are expensed as incurred. For the three months ended
      September 30, 2002, advertising expense was $94,232 compared to $105,593
      for the three months ended September 30, 2001.

      For the nine months ended September 30, 2002, advertising expense was
      $243,235 compared to $353,995 for the nine months ended September 30,
      2001.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)



3. 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
                                                      =========

   On December 31, 2001, the Company had written off a portion of the goodwill
   related to its investment in Systemsearch Consulting Services Inc.

   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
                                                      =========

   On December 31, 2000, the Company had written off the goodwill related to its
   investment in International Career Specialists Ltd.

   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
                                                      =========



   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 terms of the note payable were subsequently
   restructured.(Note 12)
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


           The assets acquired are valued as follows:

           Current assets                             $ 2,468,029
           Fixed assets                                 2,267,539
           Other assets                                   817,004
           Liabilities assumed                         (5,071,430)
           Consideration                               (6,000,000)
                                                      -----------

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


   MicroTech Professionals Inc., was acquired effective April 1, 2000 for
   $4,500,000.The amount was to be paid in two installments, based on certain
   revenue requirements to be met by MicroTech Professionals Inc. The
   requirements have been met. First Installment: 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 Installment: $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. Refer to note 21(a) for supplemental information. The terms of
   payment were subsequently restructured. (Note 12)

   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 December 31, 2001, the Company had written off the goodwill related to
   its investment in MicroTech Professionals Inc.

   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.


4. 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 ObjectArts 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 20(b) for
   supplemental information concerning TidalBeach Inc.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


5. ACCOUNTS RECEIVABLE
                                               September 30,       December 31,
                                                       2002               2001
                                                          $                  $

    Accounts receivable                           4,593,586          6,079,676
    Less: Allowance for doubtful accounts          (270,392)          (577,563)
                                                  ---------          ---------
                                                  4,323,194          5,502,113
                                                  =========          =========


6. CAPITAL ASSETS
<TABLE>
<CAPTION>
                                          September 30,                December 31,
                                               2002                       2001
                                 -----------------------------------   -----------
                                              Accumulated
                                    COST     AMORTIZATION       NET         NET
                                     $           $               $           $
<S>                                 <C>          <C>          <C>          <C>
     Furniture and equipment        778,489      478,985      299,504      344,693
     Computer equipment
       and software               6,409,180    4,455,277    1,953,903    2,322,887
     Leasehold improvements         475,963      345,206      130,757      191,760
                                  ---------    ---------    ---------    ---------
                                  7,663,632    5,279,468    2,384,164    2,859,340
                                  =========    =========    =========    =========
     Assets under capital lease     735,890      378,114      357,776      474,485
                                  =========    =========    =========    =========
</TABLE>

   Amortization of capital assets for the three months ended September 30, 2002
   was $141,935 including amortization of assets under capital lease of $28,182.

   Amortization of capital assets for the nine months ended September 30, 2002
   amounted to $482,464 including amortization of assets under capital lease of
   $88,147.

   Amortization for the year ended December 31, 2001 amounted to $1,594,709
   including amortization of assets under capital lease of $146,217.


6. INVESTMENT IN NON-RELATED COMPANIES

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

                                                September 30,       December 31,
                                                        2002               2001

                Conexys                             $667,511           $667,511
                Digital Cement                        95,795            346,415
                                                  ----------         ----------
                Total                               $763,306         $1,013,926
                                                  ==========         ==========

   i) Conexys

      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. During fiscal 2000, the
      company acquired additional shares of Conexys at a cost of approximately
      $284,365 in consideration of services rendered and reclassified the total
      investment as available for sale. Since the shares of Conexys trade on the
      Bermuda Stock Exchange, the fair value was determined based on the stock
      price.

      ii) Digital Cement
      During fiscal 2000, 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 was determined to be approximately $507,865 based on a offer
      to a third party to purchase shares in the company at a price of $0.50 per
      share. During 2001, the fair value adjusted to $346,415 with a charge of
      $161,450 to comprehensive income. During the three months ended September
      30, 2002, the fair value adjusted to $95,795 with a charge of $250,620 to
      comprehensive income.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


      iii) Lifelogix
      During 2000, 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. This investment was written off in 2001.


8. GOODWILL

   Goodwill is the excess of cost over the value of assets acquired over
   liabilities assumed in the purchase of the subsidiaries detailed in Note 3.
   Goodwill has been allocated to reporting units as follows:

<TABLE>
<CAPTION>
                                                                          September 30,                      December 31,
                                                                               2002                             2001
                                                       ---------------------------------------------------   ------------
                                                                     Accumulated   Impairment
                                                          COST      AMORTIZATION     Losses        NET            NET
                                                            $            $              $           $              $
<S>                                                       <C>          <C>            <C>           <C>          <C>
                  IT Recruitment                          448,634      303,337         57,808       87,489       145,297
                    (Systemsearch Consulting Services)

                  Technical Publications & Engineering  5,518,858      535,164             --    4,983,694     4,983,694
                    (CadCam Inc.)
                                                       ----------   ----------     ----------   ----------    ----------
                                                        5,967,492      838,501         57,808    5,071,183     5,128,991
                                                       ==========   ==========     ==========   ==========    ==========
</TABLE>

   Effective January 1, 2002, the Company adopted Statement of Financial
   Accounting Standards No. 142, Goodwill and Other Intangible Assets. This
   statement requires the Company to evaluate the carrying value of our goodwill
   and intangible assets based on assumptions and estimates of fair value and
   future cash flow information. These assumptions and estimates may differ from
   actual results. If different assumptions and estimates are used, carrying
   values could be adversely impacted, resulting in writedowns that could
   adversely affect the Company's earnings.

   During the third quarter of 2002, the company completed its transitional
   goodwill impairment test as of December 31, 2001 and determined that no
   adjustment to the carrying value of goodwill was needed.

   The IT recruitment unit was tested for impairment in the third quarter, after
   the annual forecasting process. Due to a decrease in margins and the loss of
   key sales personnel, operating profits and cash flows were lower than
   expected in the first nine months of 2002. Based on that trend, the earnings
   forecast for the next two years was revised. At September 30, 2002, a
   goodwill impairment loss of $57,808 was recognized in the IT recruitment
   reporting unit. The fair value of that reporting unit was estimated using the
   expected present value of future cash flows.

   On an ongoing basis, absent any impairment indicators, the company expects to
   perform a goodwill impairment test as of the end of the third quarter of
   every year.

<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)



   The following table presents the impact of adopting SFAS No. 142 on net loss
   and net loss per share had the standard been in effect for the three and nine
   months ended September 30, 2001.

<TABLE>
<CAPTION>
                                                       Three Months        Nine Months
                                                            Ended            Ended
                                                   September 30, 2001  September 30, 2001
                                                   ------------------ -------------------
   <S>                                                   <C>              <C>
   Net loss as reported                                    (1,628,840)         (3,738,170)

   Adjustments                                                   --                  --

   Amortization of goodwill, net of tax                       214,905             494,974
                                                         ------------        ------------
   Adjusted net loss                                       (1,413,935)         (3,243,196)
                                                         ============        ============

   As reported basic and diluted net loss per share             (0.11)              (0.26)

   Impact of amortization of goodwill, net of tax                0.02                0.03
                                                         ------------        ------------
   Adjusted basic net loss per share                            (0.09)              (0.23)
                                                         ============        ============
</TABLE>


9. OTHER ASSETS
<TABLE>
<CAPTION>
                                                      September 30,      December 31,
                                                              2002              2001
                                                               $                $

<S>                                                                          <C>
    Deferred development cost                                   --           993,765
    Deferred financing costs                                    --                --
    Deferred contract(net of accumulated amortization
         of $195,275)                                       54,725           250,000
    Cash surrender value of life insurance                  47,963            43,945
                                                          ---------        ---------
                                                           102,688         1,287,710
                                                         ==========       ==========
</TABLE>

    Amortization for the three and nine months ended September 30, 2002
    amounted to $153,895 and $418,951 respectively. Amortization for the year
    ended December 31, 2001 amounted to $510,038.


10. BANK INDEBTEDNESS

      i) September 30, 2002

         At September 30, 2002, the balance of the revolving line of credit was
         $4,980,000 including an overdraft of approximately $650,000. The
         revolving line of credit provided for a maximum borrowing amount of
         $4,330,000 at variable interest rates based on eligible accounts
         receivable. 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, 2002 and
         thereafter, the Company was not in compliance with the covenants
         contained in the revolving line of credit agreement.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)

         On July 1, 2002 and as amended on August 1, 2002, August 15, 2002,
         September 1, 2002, September 16, 2002, September 30, 2002, October 15,
         2002, and November 15, 2002, the company entered into a Forbearance and
         Modification Agreement with its senior lender, Bank One whereby the
         Bank agreed to forebear from exercising its rights and remedies against
         the company as a result of its violation of certain loan covenants,
         until the period ending November 30, 2002. Under the terms of the
         agreement, the Bank is entitled to forbearance fees and payment of
         related legal fees and expenses. As of November 19, 2002, the Bank has
         charged the company $204,000 in forbearance fees and $18,000 in legal
         fees. The interest rate on the revolving line facility was increased to
         prime plus 3%. The company has continued to borrow from the revolving
         line facility subject to eligible accounts receivables as monitored
         weekly by the Bank. In the event that the company defaults under the
         agreement including the failure to make payment when due, the Bank is
         entitled to exercise any and all of its security rights including
         foreclosing on collateral.

         Bank One has agreed to extend the expiration of the Forbearance and
         Modification Agreement until November 30, 2002 to allow the company's
         new lender complete the financing arrangement required to purchase Bank
         One's debt and security. In addition, Bank One has agreed to accept a
         $700,000 discount on the payoff of its indebtedness.

      ii) December 31, 2001

         At December 31, 2001, the Company had $4,870,000 outstanding with Bank
         One. The revolving line of credit provided for a maximum borrowing
         amount of $4,760,000 at variable interest rates based on eligible
         accounts receivable. At December 31, 2001, the Company had an overdraft
         of $110,000. 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. At December
         31, 2001 and thereafter, the Company was not in compliance with the
         covenants contained in the revolving line of credit agreement.

         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 which affected payments to the
         Business Development Bank of Canada, Roger Walters and Denise
         Dunne-Fushi.


11. LONG-TERM DEBT

      i) September 30, 2002
         At September 30, 2002, the Company had $400,652 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, 2002 and thereafter, the Company was not in compliance
         with the covenant contained in the loan agreements. On September 27,
         2002, the company received a notice of default demanding repayment of
         the loans in full and the BDC's intention to enforce its security if
         repayment was not made within 10 days. On October 7, 2002, the BDC
         agreed to extend the stay of the demand period and on November 4, 2002
         accepted a proposal from Morrison Financial to purchase its debt and
         security at a 75% discount. The purchase will close concurrently with
         the syndicated financing arrangement with Morrison Financial, the
         repayment of Bank One and the first tranche of the senior convertible
         debenture.

         In May 2002, the company secured a loan of $259,375 from an individual,
         Terry Lyons which was secured by the company's IRS refund. The company
         paid a placement fee of 10% to Mr. Lyons. Although the company received
         its IRS refund in July 2002, Mr. Lyons agreed to an extension of the
         loan until October 31, 2003. The loan is payable in twelve monthly
         payments of $21,613 beginning November 30, 2002 and bears interest at
         30% per annum.

     ii) December 31, 2001

         At December 31, 2001, the Company had $419,079 in subordinated debt
         outstanding to the Business Development Bank of Canada. At December 31,
         2001 and thereafter, the Company was not in compliance with the
         covenant contained in the loan agreements. The Business Development
         Bank of Canada agreed to postpone principal repayment of its
         subordinated loans until March 2002.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)

<TABLE>
<CAPTION>
                                                       September 30,       December 31,
                                                            2002               2001
                                                             $                  $
<S>                                                        <C>                <C>
   a) Included therein:

   Several loans with Business Development Bank of
   Canada ("BDC") secured by a general security
   agreement at various interest rates and royalties.    400,652            419,079

   A loan with T. Lyons payable in 12 monthly
   payments of $21,613 beginning November 30, 2002       259,350                 --
   and bearing interest at 30% per annum.

   A loan with Bank One that was payable in 19 remaining monthly payments of
   $13,889 with interest at 6% at December 31, 2001. In March 2002, this
   loan was paid in full.                                     --           263,889

   Various capital leases with various payment terms
   and interest rates                                    328,249           427,749
                                                      ----------        ----------
                                                         988,251         1,110,717
   Less: current portion                                 807,049           528,285
                                                      ----------        ----------
                                                      $  181,202        $  582,432
                                                      ==========        ==========
</TABLE>


   b) Future principal payments obligations as at September 30, 2002, were as
      follows:

                2002                      $ 454,979
                2003                        397,386
                2004                        127,332
                2005                          8,554
                2006                             --
                                          ----------
                                             988,251
                                          ==========


   c) Interest expense with respect to the long-term debt for the three months
      ended September 30, 2002 amounted to $52,835. Interest expense related to
      long-term debt was $142,236 for the nine months ended September 30, 2002
      and $99,651 for the year ended December 31, 2001.

   d) Pursuant to the BDC loan agreement, BDC had the option to acquire 22,122
      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.


12. NOTES PAYABLE

   On August 1, 2002, the company restructured its note payable to Roger
   Walters, reducing the principal from $675,000 to $240,000 in consideration of
   the issuance of 1,000,000 shares of its common stock. The company agreed to
   issue and register the shares upon obtaining shareholder approval of an
   amendment to its Articles of Incorporation increasing its authorized capital
   stock. Principal payments of $4,000 will be made monthly and started
   September 1, 2002 until August 1, 2007. This loan is non-interest bearing.
   The company agreed to price protection on the 1,756,655 shares that were
   issued to Mr. Walters in January 2002. In the event that the bid price is
   less than $.27 per share when Mr. Walters seeks to sell his shares in an open
   market transaction, the Company will be obligated to issue additional shares
   of unregistered common stock with a value equal to the difference between
   $.27 per share and the closing bid price to a floor of $.14 per share.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


   On August 1, 2002, the company restructured its note payable to Denise
   Dunne-Fushi, reducing the principal from $1,740,536 to $600,000 in
   consideration of the issuance of 3,000,000 shares of its common stock. The
   company agreed to issue and register the shares upon obtaining shareholder
   approval of an amendment to its Articles of Incorporation increasing its
   authorized capital stock. Principal payments of $10,000 per month will begin
   November 1, 2002 bearing 5% interest until October 1, 2007. In addition, the
   company agreed to cover the monthly expense associated with Ms. Dunne-Fushi's
   family health benefits and vehicle lease for a period of four years.

<TABLE>
<CAPTION>
                                             September 30,           December 31,
                                                     2002                   2001
                                                        $                      $

<S>                                               <C>                    <C>
     Note Payable to Roger Walters                236,000                750,000

     Note Payable to Denise Dunne                 600,000              1,740,000
                                               ----------             ----------
                                                  836,000              2,490,000
     Less: current portion                        168,000                150,000
                                               ----------             ----------
                                               $  668,000             $2,340,000
                                               ==========             ==========
</TABLE>

   c) Capital repayments as at September 30, 2002

         2002                  32,000
         2003                 168,000
         2004                 168,000
         2005                 168,000
         2006                 168,000
         2007                 132,000
                            ----------
                            $ 836,000
                            ==========


13. CAPITAL STOCK

   a) Authorized

     100,000,000   Common stock, no par value (30,000,000 at December 31, 2001)
       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
                                                        =========    =========
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


      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 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, the Company. 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 Acquisition costs
      and 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 13(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 Incorporation to
      increase its authorized common stock from 15,000,000 to 30,000,000.

      During the year December 31, 2001, the Company issued 400,000 shares of
      its common stock in consideration of $203,000 in cash.

      During the year ended December 31, 2001, the Company issued 30,632 shares
      of its common stock in consideration of legal services, 300,000 shares of
      its common stock in consideration of investment banking services, 596,667
      shares to reduce common stock payable of $709,005, and 93,883 shares in
      settlement of accounts payable.

      During the three months ended March 31, 2002, the Company issued 588,235
      shares of its common stock as payment of an executive bonus, 1,756,655
      shares to reduce common stock payable of $474,297, and 665,517 shares in
      settlement of accounts payable.

      During the three months ended June 30, 2002, the Company issued 250,000
      shares of its common stock in consideration of public relations services,
      and 181,818 shares of its common stock in consideration of marketing and
      communications services.

      On May 24, 2002, the company entered into a loan agreement with Tazbaz
      Holdings Inc., an Ontario Corporation. Pursuant to the agreement, Tazbaz
      securitized an overdraft position of the company with Bank One in the
      amount of $650,000 in consideration of an aggregate of 5,000,000 shares
      of its common stock to be issued upon an amendment to the company's
      Articles of Incorporation permitting an increase in the company's
      authorized capital stock.

      On June 24, 2002, the company entered into consulting agreements with
      each of Mark Young and George Georgiou pursuant to which Messrs. Young
      and Georgiou shall perform consulting services with respect to corporate
      and debt restructuring. In consideration for such services the company
      issued 2,250,000 and 1,000,000 shares of its common stock to Messrs.
      Young and Georgiou, respectively. Pursuant to the agreement the company
      registered such shares of common stock under an S-8 registration
      statement.

      During the three months ended September 30, 2002, the Company issued
      158,635 shares of its common stock in consideration of legal services and
      1,569,631 shares in settlement of accrued liabilities.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


      On October 16, 2002, the Company amended its Articles of Incorporation to
      increase its authorized common stock from 30,000,000 to 100,000,000.


   c) Liabilities payable in common stock

      During the year ended December 31, 2001, the company issued 316,667
      shares to reduce a note payable of $625,000 to Denise Dunne related to
      the purchase of MicroTech Professionals Inc. The company also issued
      280,000 shares in relation to a settlement with an Njoyn employee. The
      balance at December 31, 2001, represents $474,297 to Roger Walters in
      settlement of a note payable, and $225,000 to Denise Dunne also in
      settlement of a note payable.

      During the three months ended March 31, 2002, the company issued
      1,756,655 shares to reduce a note payable of $474,297 to Roger Walters
      related to the purchase of CadCam Inc. The balance at June 30, 2002
      represents $225,000 to Denise Dunne in settlement of a note payable.

      During the three months ended September 30, 2002, the company converted
      $435,000 of its note payable to Roger Walters for consideration of
      1,000,000 shares and $1,140,536 of its note payable to Denise Dunne for
      consideration of 3,000,000 shares. The shares were issued in October
      2002. The balance at September 30, 2002 represents $435,000 to Roger
      Walters and $1,365,536 to Denise Dunne.

   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.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


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

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

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

      During the year ended December 31, 2001, the Company issued 3,864,634
      common stock on the conversion of 1,050 Series A preferred stock, 750
      Series B preferred stock and 285 Series C preferred stock. The Company
      paid dividends of $723,607 on the conversions.

      During the three months ended March 31, 2002, the Company issued 541,593
      common stock on the conversion of 65 Series C preferred stock. The
      Company paid dividends of $21,617 on the conversions.

      During the three months ended June 30, 2002, the Company issued 3,253,534
      shares of its common stock on the conversion of 280 Series C preferred
      stock. The Company paid dividends of $84,506 on the conversions.

      During the three months ended June 30, 2002, the company received four
      conversion notices for an aggregate of 435 shares of Series C Preferred
      Stock requiring the issuance of approximately 5,421,386 shares of its
      common stock. The company is unable to honor these conversions until it
      files an amendment to its Articles of Incorporation increasing its
      authorized capital stock, which amendment is subject to shareholder
      approval. The company has reflected the dividend on each of these
      conversions for a total of $51,687.

      On June 25, 2002, the company received letters from two of the holders of
      the Series C Preferred Stock demanding payment of an aggregate of
      $253,250 in liquidated damages as a result of a default of certain
      registration rights. The company believes that it has reached an oral
      agreement whereby such holders would forgo any liquidated damages.

      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.


THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


   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.

      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 it 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 was 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 was amortized in the period ending August 1,
      2001.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


      During the year ended December 31, 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 year ended December 31, 2001, the company issued 22,122 shares
      to the Business Development Bank of Canada on the exercise of warrants at
      $1.00.

      During the three months ended June 30, 2002, the company issued 200,000
      warrants. The warrants were issued to Johnston & Associates, LLC, a
      Washington company, to provide strategic governmental relations
      counseling and marketing representation before the Department of Defense,
      Congress and targeted companies in connection with marketing the services
      of the Company's engineering operations related to specific government
      contracts. The warrants were issued at the fair market value on the date
      of grant and will vest at 50% per year. In addition, Johnston &
      Associates will be compensated at a rate of $10,000 per month for twelve
      months from April 2002 until March 31, 2003.

   f) Stock Options

      The company had outstanding stock options issued in conjunction with its
      long-term financing agreements for 22,122 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 installments
      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 4, 2001 to 2004. The cost
      of re-pricing of these options totaling $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 1998 Stock Option Plan. In May
      2000, the directors approved the adoption of the 2000 Stock Option Plan.
      In June 2001, the directors approved the adoption of the 2001 Stock
      Option Plan. Each of the plans provides for the issuance of 435,000
      options. In October 2002, the directors of the company adopted and the
      stockholders approved the adoption of the company's 2002 Stock Option
      Plan which provides for the issuance of 6,500,000 options.

      The plans are administrated by the Compensation Committee or the Board of
      Directors, which 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 to be issued
      upon the exercise of the options and the option exercise price.

      The plans are effective for a period of ten years and options 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 generally require a three-year vesting
      period, and shall be at an exercise price that may not be less than the
      fair market value of the common stock on the date of the grant. Options
      are non-transferable and 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.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


      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.


14. RESTRUCTURING COSTS

      At the end of December 31, 2001 the Company had a restructuring reserve
      balance of $79,118 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, were terminated
      during March 2001 and April 2001. In addition, in February 2001, the
      company began to close down one of its research and development (R&D)
      offices in Toronto. The company continued to terminate employees until
      April 2001.

      The remaining accrual will be relieved throughout fiscal 2002 as severance
      payments are completed. Details of the restructuring costs and reserve
      balance is as follows;

<TABLE>
<CAPTION>
    Description            Cash/   Reserve balance   Restructuring  Activity  Reserve balance
                         non/cash   March 31, 2002        Costs                September 30, 2002
<S>                          <C>      <C>               <C>          <C>        <C>

      Severance packages
       London-Training       Cash      37,646               --        (37,646)        --
       Toronto-R&D           Cash          --               --             --         --
    Lease cancellations
       London-Training       Cash          --               --             --         --
       Toronto-R&D           Cash          --               --             --         --
                                      -------           -------       -------    -------
    Commitments                        37,646               --        (37,646)        --
                                      =======           =======       =======    =======
</TABLE>


15. DEFERRED INCOME TAXES AND INCOME TAXES

   a) Deferred Income Taxes

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


                                                                September 30,
                                                                        2002
                                                                         $
       Accounting amortization in excess of tax
           amortization                                                9,875
       Losses available to offset future income
           taxes                                                   3,910,483
       Share issue costs                                             532,405
       Adjustment cash to accrual method                            (496,879)
       Investment tax credit                                              --
                                                                   ---------

                                                                   3,955,884

       Less:  Valuation allowance                                  4,106,264
                                                                   ---------

                                                                    (150,380)
                                                                   =========
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


      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:

                                                               September 30,
                                                                       2002

                                                                        $

       Amount calculated at Federal and
              Provincial statutory rates                         (1,269,260)
                                                                  ----------

       Increase (decrease) resulting from:
              Permanent differences                                 288,805
              Valuation allowance                                   975,310
                                                                  ----------

                                                                  1,264,115
                                                                  ----------

       Current income taxes                                          (5,145)
                                                                  ==========


      Issue expenses totaling approximately $1,300,000 may be claimed at the
      rate of 20% per year until 2005. 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 US subsidiaries have been acquired
      by a non-US entity, the taxable income will be increased by approximately
      $1,900,000 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 not reflected the benefit of utilizing non-capital losses totaling
      approximately $10,000,000 in the future as a deferred tax asset as at
      September 30, 2002. As at the completion of the September 30, 2002
      financial statements, management believed it was more likely than not that
      the results of future operations would not generate sufficient taxable
      income to realize the deferred tax assets.


16. OTHER COMPREHENSIVE INCOME (LOSS)

    Comprehensive income (loss) for the three months ended September 30, 2002:


<TABLE>
<CAPTION>

                                                              Before Tax            Tax (Expense)               Net-of-Tax
                                                                Amount               or Benefit                   Amount
                                                                ------               ----------                   ------
<S>                                                              <C>                 <C>                           <C>
    Foreign currency translation adjustments                     (1,604)                     --                   (1,604)

    Adjustment to market value                                 (250,620)                     --                 (250,620)
                                                               ---------                -------                ---------

    Other comprehensive income (loss)                          (252,224)                     --                 (252,224)
                                                               =========                ========               =========
</TABLE>
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)



   Comprehensive income (loss) for the three months ended June 30, 2002:

<TABLE>
<CAPTION>
                                                              Before Tax            Tax (Expense)               Net-of-Tax
                                                                Amount               or Benefit                   Amount
                                                                ------               ----------                   ------
<S>                                                              <C>                 <C>                          <C>
    Foreign currency translation adjustments                     61,005                      --                   61,005

    Adjustment to market value                                       --                      --                       --
                                                               ---------                -------                ---------

    Other comprehensive income (loss)                            61,005                      --                   61,005
                                                               =========                ========               =========
</TABLE>


    Comprehensive income (loss) for the three months ended March 31, 2002:



<TABLE>
<CAPTION>
                                                              Before Tax            Tax (Expense)               Net-of-Tax
                                                                Amount               or Benefit                   Amount
                                                                ------               ----------                   ------
<S>                                                              <C>                 <C>                           <C>
    Foreign currency translation adjustments                    (277,058)                    --                 (277,058)

    Adjustment to market value                                       --                      --                       --
                                                               ---------                -------                ---------

    Other comprehensive income (loss)                           (277,058)                    --                 (277,058)
                                                               =========                ========               =========
</TABLE>


    Comprehensive income (loss) for the year ended December 31, 2001:


<TABLE>
<CAPTION>

                                                              Before Tax            Tax (Expense)               Net-of-Tax
                                                                Amount               or Benefit                   Amount
                                                                ------               ----------                   ------
<S>                                                              <C>                 <C>                           <C>
    Foreign currency translation adjustments                    209,506                    -                     209,506

    Adjustment to market value                                 (230,643)                69,193                  (161,450)
                                                               ---------                -------                ---------

    Other comprehensive income (loss)                           (21,137)                69,193                    48,056
                                                               =========                ========               =========
</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 done only for the convenience of the reader.


17. DISCONTINUED OPERATIONS

   Effective March 1, 2002, the Company sold its technology division, Njoyn
   Software Incorporated to Cognicase Inc., a Canadian company. Net proceeds
   after broker fees were $1,320,000 of which the company received $800,000 in
   cash and $550,000 worth of unrestricted common shares on closing. The shares
   were sold on March 11, 2002 for value of $524,673. As part of the
   transaction, Cognicase assumed all of the staff in the Company's technology
   division. The company will not have future revenues from either its Njoyn or
   Secondwave products and therefore the technology operations have been
   reported as discontinued. Technology revenue for the nine months ended
   September 30, 2002 was $40,000 compared to $630,000 for the nine months ended
   September 30, 2001. The operating loss from the technology division for the
   three months ended September 30, 2002 was $17,000 compared to income of
   $37,000 for the nine months ended September 30, 2001. The operating loss from
   the technology division for the nine months ended September 30, 2002 was
   $140,000 compared to a loss of $30,000 for the nine months ended September
   30, 2001. On disposal, Njoyn had approximately $950,000 in assets consisting
   primarily of deferred development charges and approximately $30,000 in
   liabilities consisting primarily of capital lease obligations. The gain on
   disposal of $497,579 has been reflected in the Income (loss) from
   discontinued operations. No income taxes have been reflected on this
   disposition as the sale of the shares gives rise to a capital loss, the
   benefit of which, is more likely than not to be realized.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


18. SEGMENTED INFORMATION

      a) Sales by Geographic Area

<TABLE>
<CAPTION>
                                        Three Months Ended     Three Months Ended       Nine Months Ended      Nine Months Ended
                                        September 30, 2002     September 30, 2001      September 30, 2002     September 30, 2001
                                        ------------------     ------------------      ------------------     ------------------
                                                $                       $                      $                       $
<S>                                         <C>                     <C>                   <C>                     <C>
                            Canada          3,557,058               4,041,929             10,283,684              12,214,153
          United States of America          3,145,976               4,312,331             11,202,079              16,379,245
                                           ----------              ----------             ----------              ----------
                                            6,703,034               8,354,260             21,485,763              28,593,398
                                           ==========              ==========             ==========              ==========
</TABLE>


   b) Net Income (Loss) by Geographic Area

<TABLE>
<CAPTION>
                              Three Months Ended     Three Months Ended       Nine Months Ended      Nine Months Ended
                                        September 30, 2002     September 30, 2001      September 30, 2002     September 30, 2001
                                        ------------------     ------------------      ------------------     ------------------
                                                $                       $                      $                       $
<S>                                        <C>                       <C>                  <C>                     <C>
                            Canada         (1,384,584)               (818,003)            (1,948,450)             (2,724,992)
          United States of America           (756,382)               (810,837)            (1,199,291)             (1,013,178)
                                           ----------              ----------             ----------              ----------
                                           (2,140,966)             (1,628,840)            (3,147,741)             (3,738,170)
                                           ==========              ==========             ==========              ==========
</TABLE>


      c) Identifiable Assets by Geographic Area

<TABLE>
                                           Nine Months Ended          Year Ended
                                          September 30, 2002       December 31, 2001
                                         --------------------    --------------------
                                                 $                        $
<S>                                          <C>                      <C>
                             Canada          5,036,291                4,995,715
           United States of America          8,247,752               12,179,263
                                            ----------               ----------
                                            13,284,043               17,174,978
                                            ==========               ==========
</TABLE>


      d) Revenue and Gross Profit by Operating Segment

<TABLE>
<CAPTION>

                                        Three Months Ended     Three Months Ended       Nine Months Ended      Nine Months Ended
                                        September 30, 2002     September 30, 2001      September 30, 2002     September 30, 2001
                                        ------------------     ------------------      ------------------     ------------------
                                                 $                    $                      $                       $
<S>                                           <C>                  <C>                   <C>                     <C>
            Revenue
                    IT Recruitment            3,587,881            4,208,683             10,471,735              12,979,100
         Tech Pubs and Engineering            2,497,900            3,001,612              8,607,860              10,200,817
                  IT Documentation              340,719              629,771              1,246,580               2,848,940
                          Training              276,534              514,194              1,159,588               2,564,541
                                             ----------           ----------             ----------              ----------
                                              6,703,034            8,354,260             21,485,763              28,593,398
                                             ==========           ==========             ==========              ==========
            Gross Profit
                    IT Recruitment              420,404              919,223              1,476,289               3,511,179
         Tech Pubs and Engineering              766,382              797,608              2,702,811               2,814,622
                  IT Documentation               77,586              156,646                313,622               1,158,589
                          Training              153,794              227,841                587,739               1,402,506
                                             ----------           ----------             ----------              ----------
                                              1,418,166            2,101,318              5,080,461               8,886,896
                                             ==========           ==========             ==========              ==========
</TABLE>


      e) Revenues from Major Customers

         The consolidated entity had the following revenues from major
         customers:

         For the three months ended September 30, 2002 one customer had sales of
         $2,550,000, representing approximately 38% of total revenues.

         For the nine months ended September 30, 2002, one customer had sales of
         $6,890,000, representing approximately 32% of total revenues.

         For the year ended December 31, 2001, one customer had sales of
         $6,800,000 which representing approximately 18% of total revenues.

      f) Purchases from Major Suppliers

         There were no significant purchases from major suppliers.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


19. 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.


<TABLE>
<CAPTION>
                                    Three Months Ended    Three Months Ended     Nine Months Ended    Nine Months Ended
                                     September 30, 2002    September 30, 2001    September 30, 2002   September 30, 2001
                                     ------------------    ------------------    ------------------   ------------------

<S>                                     <C>                     <C>                  <C>                  <C>
    Average common stock outstanding    28,704,219              15,093,564           23,717,204           14,277,356
    Average common stock issuable               --                      --                   --                   --
                                        ----------              ----------           ----------           ----------
    Average common stock outstanding
      assuming dilution                 28,704,219              15,093,564           23,717,204           14,277,356
                                        ==========              ==========           ==========           ==========
</TABLE>

   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.


20. STOCK OPTION PLANS

      a) Options outstanding

<TABLE>
<CAPTION>
                                                                OPTIONS        WEIGHTED
                                                                                AVERAGE
                                                                               EXERCISE
                                                                                  PRICE
<S>                                                            <C>                <C>
         Options outstanding at December 31, 2000                1,419,617          2.21

         Options granted to key employees and directors             35,000           .68
         Options granted to consultant                              50,000           .70
         Options exercised during the year                         (22,125)          .01
         Options forfeited during the year                        (257,500)         3.21
         Options expired during the year                                -
                                                                 ---------
         Options outstanding at December 31, 2001                1,224,992
                                                                 =========

         Options granted to key employees and directors                 -
         Options granted to consultant                                  -
         Options exercised during the period                            -
         Options forfeited during the period                      (27,500)         3.22
         Options expired during the period                              -
                                                                 ---------
         Options outstanding at March 31, 2002                   1,197,492
                                                                 =========


         Options granted to key employees and directors                 -
         Options granted to consultant                                  -
         Options exercised during the period                            -
         Options forfeited during the period                      (45,000)         3.22
         Options expired during the period                              -
                                                                 ---------
         Options outstanding at June 30, 2002                    1,152,492
                                                                 =========

         Options granted to key employees and directors                 -
         Options granted to consultant                                  -
         Options exercised during the period                            -
         Options forfeited during the period                      (24,500)         3.22
         Options expired during the period                              -
                                                                 ---------
         Options outstanding at September 30, 2002               1,127,992
                                                               =========
</TABLE>
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)

<TABLE>

<S>                                                              <C>              <C>
         Options exercisable December 31, 2000                     714,117          1.95
         Options exercisable December 31, 2001                   1,059,659          1.75
         Options available for future grant December 31, 1999      184,500
         Options available for future grant December 31, 2000          --
         Options available for future grant December 31, 2001      261,500
</TABLE>

         During the three months ended September 30, 2002, 24,500 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
         November 14, 2002.

         During the three months ended June 30, 2002, 45,000 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 August 16,
         2002.

         During the three months ended March 31, 2002, 27,500 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
         April 16, 2002.

      b) Range of Exercise Prices at December 31, 2001


<TABLE>
<CAPTION>
                     Outstanding     Weighted          Options        Options    Weighted
                       Options       Average         Outstanding    exercisable  Average
                                    Remaining          Average                   Exercise
                                        Life         Exercise Price                Price

<S>                     <C>          <C>                 <C>            <C>          <C>
      $2.10 - $3.25     679,992      2.73 years          $2.88          514,659      $2.80

      $1 and under      545,000      3.06 years          $0.75          545,000      $0.75
</TABLE>


      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 2001, 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, 2001 and 2000 would have been as follows:


                                        2001 AS           2001
                                       REPORTED        PRO FORMA
                                       --------        ---------

         Net loss                    (9,683,442)    (10,128,562)
         Net loss after preferred
            share dividends         (10,412,182)    (10,857,302)

         Basic and fully diluted
            Loss per share                (0.65)          (0.68)
            loss per share after
                preferred dividends       (0.70)          (0.73)


      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:

                                                      2001 GRANTS
                                                      -----------
         Risk free interest rates                      4.76%
         Volatility factors                             100%
         Weighted average expected life                4.90 years
         Weighted average fair value per share          .74
         Expected dividends                              --
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)

21. SUPPLEMENTAL INFORMATION

      a) MicroTech Professionals Inc. 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 Inc. 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

         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

<TABLE>
<CAPTION>
       December 31, 1999     Previously       ObjectArts     TidalBeach         Restated
                              Reported
<S>                           <C>             <C>               <C>           <C>
       Revenue                19,822,861      6,599,496         610,078       27,032,435

       Net income(loss)          228,720       (251,128)         17,085           (5,323)
</TABLE>




22. 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 September 30, 2002 for the next five years are as
         follows:

                2002                         $  204,418
                2003                            306,328
                2004                            273,270
                2005                            272,820
                2006                            270,570
          Thereafter                          1,082,280
                                              ---------

                                             $2,409,686
                                             ==========

b) The Company is party to various lawsuits arising from the normal course of
   business and its restructuring activities. 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.

<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)




23. SUBSEQUENT EVENTS


      On July 1, 2002 and as amended on August 1, 2002, August 15, 2002,
      September 1, 2002, September 16, 2002, September 30, 2002, October 15,
      2002, and November 15, 2002, the company entered into a Forbearance and
      Modification Agreement with its senior lender, Bank One whereby the Bank
      agreed to forebear from exercising its rights and remedies against the
      company as a result of its violation of certain loan covenants, until the
      period ending November 30, 2002. In the event that the company defaults
      under the agreement including the failure to make payment when due, the
      Bank is entitled to exercise any and all of its security rights including
      foreclosing on collateral.

      On August 13, 2002, the company received a commitment from Morrison
      Financial Services Limited for a syndicated financing arrangement that
      will provide the funding necessary to purchase Bank One's debt and
      security. The partners in the syndicate are Maple Partners America Inc.,
      Morrison Financial Services Limited and MFI Export Finance Inc. Bank One
      has agreed to extend the expiration of the Forbearance and Modification
      Agreement until November 30, 2002 to allow the syndicate to complete the
      financing arrangement. In addition, Bank One has agreed to accept a
      $700,000 discount on the payoff of its indebtedness. The Business
      Development Bank of Canada has also agreed to sell its debt and security
      to the syndicated group with a discount on the payoff of $300,000.

      On October 4, 2002, the company's securities were delisted from The Nasdaq
      SmallCap Market, for failure to comply with the minimum bid price or net
      tangible assets requirements for continued listing, as set forth in
      Nasdaq's Marketplace Rule 4310(c)(4). The company also failed to meet the
      initial inclusion requirements under Nasdaq's Marketplace Rule
      4310(c)(2)(A) including minimum stockholders' equity of $5 million, market
      capitalization of $50 million or net income of $750,000 (excluding
      extraordinary or non-recurring items) in the most recently completed
      fiscal year or in two of the last three most recently completed fiscal
      years.

      On October 16, 2002, the company held its Annual General Meeting and
      Special Meeting of Shareholders where the following resolutions were
      passed: the election of the Board of Directors including Declan French,
      Kelly Hankinson, John Dunne, Arthur Marcus and Katherine Seto Evans; the
      appointment of Schwartz Levitsky Feldman LLP as the company's independent
      auditors for the ensuing year; the adoption of the company's 2002 Stock
      Option Plan; and, the amendment of the company's Articles of Incorporation
      to increase its authorized capital stock from 30,000,000 to 100,000,000.

      On October 15, 2002, the company signed a term sheet with Bristol
      Investment Fund, Ltd. and a syndicate of other investors to issue Senior
      Secured Convertible Debentures of up to $3,000,000 in multiple tranches.
      The first tranche of $800,000 will be issued upon signing of a definitive
      investment agreement and concurrently with the closing of the financing
      arrangement with Morrison Financial. The funds will be directed to Bank
      One and certain of the company's other creditors.

      On October 21, 2002, the company entered into a settlement agreement with
      Michael Carrazza, a former director, in the sum of $330,000 to be paid
      $50,000 on October 31, 2002 and $17,500 per month thereafter until paid in
      full, bearing interest at 9% per annum. This settlement was pursuant to a
      motion for summary judgment filed by Carrazza, which was granted in his
      favor in the sum of $264,602. In November 1998, the Company completed the
      acquisition of certain assets of Southport Consulting Co. from Carrazza,
      for an aggregate of $250,000 in cash and shares of the company's common
      stock. Carrazza instituted an action against the company 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
      $250,000 in damages. Specifically, Mr. Carrazza claimed that the company
      failed to deliver cash or stock to Mr. Carrazza under an asset purchase
      agreement, and that he was entitled to recovery of his attorneys' fees.
      The company filed a counterclaim against Mr. Carrazza, seeking $162,000 in
      damages, plus punitive damages and attorneys' fees, on the ground that Mr.
      Carrazza, as then president and sole stockholder of Southport Consulting
      Co., fraudulently induced the company into executing the asset purchase
      agreement by misrepresenting the value of the assets being purchased.

      On November 1, 2002, the company entered into a series of agreements with
      Thinkpath Training LLC, a New York company, for the purchase of certain
      assets of our New York training division, Thinkpath Training for a nominal
      amount of cash and the assumption of all prepaid training liabilities. As
      part of the transaction, Thinkpath Training LLC will assume the New York
      training staff, some assets and sublet the classroom facilities.
<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(AMOUNTS EXPRESSED IN US DOLLARS)


24. FINANCIAL INSTRUMENTS

    a) Credit Risk Management

       The company is exposed to credit risk on the accounts receivable from its
       customers. In order to reduce its credit risk, the company has adopted
       credit policies which include the analysis of the financial position of
       its customers and the regular review of their credit limits. In some
       cases, the company requires bank letters of credit or subscribes to
       credit insurance.

    b) Concentration of Credit Risk
       The company does not believe it is subject to any significant
       concentration of credit risk. Cash and short-term investments are in
       place with major financial institutions, North American Government, and
       major corporations.

    c) Interest Risk
       The long-term debt bears interest rates that approximate the interest
       rates of similar loans. Consequently, the long-term debt risk exposure is
       minimal.


    d) Fair Value of Financial Instruments

       The carrying value of the accounts receivable, 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.



24. COMPARATIVE FIGURES

     Certain figures in the September 30, 2001 financial statements have been
     reclassified to conform with the basis of presentation used in September
     30, 2002.
<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 Inc. contained elsewhere in this Form 10-Q.
The statements contained in this Form 10-Q 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 Thinkpath Inc.'s expectations, intentions,
beliefs or strategies regarding the future. Forward-looking statements include
Thinkpath Inc.'s statements regarding liquidity, anticipated cash needs and
availability and anticipated expense levels. All forward-looking statements
included in this Form 10-Q are based on information available to Thinkpath Inc.
on the date hereof, and Thinkpath Inc. assumes no obligation to update any such
forward-looking statement. It is important to note that Thinkpath Inc.'s actual
results could differ materially from those in such forward-looking statements.
All dollar amounts stated throughout this Form 10-Q are in United States dollars
unless otherwise indicated. Unless otherwise indicated, all reference to
"Thinkpath," "us," "our," and "we," refer to Thinkpath Inc. and its
subsidiaries.

OVERVIEW

         We are a global provider of technological solutions and services in
engineering knowledge management including design, drafting, technical
publishing, e-learning and staffing. Our customers include Department of Defense
contractors, aerospace, automotive and financial services companies, Canadian
and American governmental entities and large multinational companies, including
Lockheed Martin, General Dynamics, General Electric, General Motors, Ford
Motors, Goldman Sachs, CIBC and EDS Canada Inc.

CRITICAL ACCOUNTING POLICIES

         On December 12, 2001, the Securities and Exchange Commission issued
FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting
Policies, which encourages additional disclosure with respect to a company's
critical accounting policies, the judgments and uncertainties that affect a
company's application of those policies, and the likelihood that materially
different amounts would be reported under different conditions and using
different assumptions.

         Management is required to make certain estimates and assumptions during
the preparation of the consolidated financial statements in accordance with
GAAP. These estimates and assumptions impact the reported amount of assets and
liabilities and disclosures of contingent assets and liabilities as of the date
of the consolidated financial statements. They also impact the reported amount
of net earnings during any period. Actual results could differ from those
estimates. Certain of our accounting policies and estimates have a more
significant impact on our financial statements than others, due to the magnitude
of the underlying financial statement elements.

Consolidation

         Our determination of the appropriate accounting method with respect to
our investments in subsidiaries is based on the amount of control we have,
combined with our ownership level, in the underlying entity. Our consolidated
financial statements include the accounts of our parent company and our
wholly-owned subsidiaries. All of our investments are accounted for on the cost
method. If we had the ability to exercise significant influence over operating
and financial policies of a company, but did not control such company, we would
account for these investments on the equity method.

         Accounting for an investment as either consolidated or by the equity
method would have no impact on our net income (loss) or stockholders' equity in
any accounting period, but would impact individual income statement and balance
sheet items, as consolidation would effectively "gross up" our income statement
and balance sheet. However, if control aspects of an investment accounted for by
the cost method were different, it could result in us being required to account
for an investment by consolidation or the equity method. Under the cost method,
the investor only records its share of the investee's earnings to the extent
that it receives dividends from the investee; when the dividends received exceed
the investee's earnings subsequent to the date of the investor's investment, the
investor records a reduction in the basis of its investment. Under the cost
method, the investor does not record its share of losses of the investee.
Conversely, under either consolidation or equity method accounting, the investor
effectively records its share of the investee's net income or loss, to the
extent of its investment or its guarantees of the investee's debt.

         At September 30, 2002, all of our investments in non-related companies
totaling $763,306 were accounted for using the cost method. Accounting for an
investment under either the equity or cost method has no impact on evaluation of
impairment of the underlying investment; under either method, impairment losses
are recognized upon evidence of permanent losses of value.
<PAGE>
Revenue Recognition

         We recognize revenue in accordance with Staff Accounting Bulletin No.
101, Revenue Recognition in Financial Statements, which has four basic criteria
that must be met before revenue is recognized:

- Existence of persuasive evidence that an arrangement exists;

- Delivery has occurred or services have been rendered;

- The seller's price to the buyer is fixed and determinable; and,

- Collectibility is reasonably assured.

         Our various revenue recognition policies are consistent with these
criteria. We have developed proprietary technology in two areas: human capital
management and Web development. Njoyn is a Web-based human capital management
system that automates and manages the hiring process. The revenue associated
with providing this software is allocated to an initial set-up fee,
customization and training fees as agreed with the customer 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 customers for hosting.

         Effective March 1, 2002, we sold our technology division, Njoyn
Software Incorporated to Cognicase Inc, a Canadian company. As part of the
transaction, Cognicase assumed all of the (eight employees) staff in our
technology division and is contracting the services of our Chief Information
Officer for a period of six months. There was no revenue from Njoyn for the
three months ended September 30, 2002 and it represented less than 1% for the
three months ended September 30, 2001. Revenue from Njoyn represented less than
1% of total revenue for the nine months ended September 30, 2002, and 2001. As a
result of the sale to Cognicase, we will not have future revenues from Njoyn and
the operations have been reported as discontinued.

         Our other proprietary technology, SecondWave, is a Web development
product that 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
enter into contracts for the customization or development of SecondWave in
accordance with the specifications of our customers. The project plan defines
milestones to be accomplished and the costs associated with this project. 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.

         There was no revenue from SecondWave for the three months ended
September 30, 2002. Revenue from SecondWave represented less than 2% of total
revenue for the three months ended September 30, 2001. Revenue from SecondWave
represented less than 1% of total revenue for the nine months ended September
30, 2002 and 2% for the nine months ended September 30,2001. As part of the sale
of Njoyn, Cognicase Inc. assumed all of our technology staff. As a result, we do
not anticipate future revenues from SecondWave Inc. and the operations have been
reported as discontinued.


Carrying Value Goodwill and Intangible Assets

         Prior to January 1, 2002, our goodwill and intangible assets were
accounted for in accordance with Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of. This statement required us to evaluate the carrying
value of our goodwill and intangible assets upon the presence of indicators of
impairment. Impairment losses were recorded when estimates of undiscounted
future cash flows were less than the value of the underlying asset. The
determination of future cash flows or fair value was based upon assumptions and
estimates of forecasted financial information that may differ from actual
results. If different assumptions and estimates were used, carrying values could
be adversely impacted, resulting in write downs that would adversely affect our
earnings. In addition, we amortized our goodwill balances on a straight-line
basis over 30 years. The evaluation of the useful life of goodwill required our
judgment, and had we chosen a shorter time period over which to amortize
goodwill, amortization expense would have increased, adversely impacting our
operations.

         Effective January 1, 2002, we adopted Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets. This
statement requires us to evaluate the carrying value of our goodwill and
intangible assets based on assumptions and estimates of fair value and future
cash flow information. These assumptions and estimates may differ from actual
results. If different assumptions and estimates are used, carrying values could
be adversely impacted, resulting in write downs that could adversely affect our
earnings.

         During the third quarter of 2002, we completed our transitional
goodwill impairment test as of December 31, 2001 and determined that no
adjustment to the carrying value of goodwill was needed.

         The IT recruitment unit was tested for impairment in the third quarter,
after the annual forecasting process. Due to a decrease in margins and the loss
of key sales personnel, operating profits and cash flows were lower than
expected in the first nine months of 2002. Based on that trend, the earnings
forecast for the next two years was revised. At September 30, 2002, we
recognized a goodwill impairment loss of $57,808 in the IT recruitment unit.
The fair value of that reporting unit was estimated using the expected present
value of future cash flows.

         On an ongoing basis, absent any impairment indicators, we expect to
perform a goodwill impairment test as of the end of the third quarter during the
fourth quarter of each year.

<PAGE>
         Had the standard been in effect for the three months ended September
30, 2001, our net loss would decrease by $215,000 from a loss of $1,630,000 to a
loss of $1,415,000 and our net loss per share would decrease by $0.02 from a net
loss per share of $0.11 to a net loss per share of $0.09. Had the standard been
in effect for the nine months ended September 30, 2002, our net loss would
decrease by $500,000 from a loss of $3,740,000 to a loss of $3,240,000 and our
net loss per share would decrease by $0.03 to a net loss per share of $0.26 to a
net loss per share of $0.23.

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


THE THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001

Revenue

         For the three months ended September 30, 2002, we derived 47% of our
revenue in the United States compared to 52% for the three months ended
September 30, 2001. The decrease in the total revenue derived in 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 three months ended September 30, 2002, our primary source of
revenue was recruitment, representing 54% of total revenue compared to 50% for
the three months ended September 30, 2002. Recruitment revenue for the three
months ended September 30, 2002 decreased by $620,000 or 15% to $3,590,000
compared to $4,210,000 for the three months ended September 30, 2001. The
decrease in recruitment revenue is a result of cutbacks and reduced hiring in
the telecommunications, network and financial services industries.

           In April 2002, we closed one of our IT recruitment offices,
Systemsearch Consulting Services Inc., and transferred the existing contracts to
our Toronto head office. As a result of the closing, eight of our employees were
terminated. The prior owner of Systemsearch, John Wilson, was also terminated.
Mr. Wilson is subletting the space from us in consideration of certain assets
including furniture and equipment.

         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 a candidate's acceptance of employment.

         Selected recruitment customers include Fujitsu, Bank of Montreal, EDS
Canada Inc., 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 customer's management. Generally, we
enter into a time-and-materials contract with our customer whereby the customer
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 customers to secure a larger percentage of those customers' 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 customers.

         For the three months ended September 30, 2002, 37% of our revenue came
from engineering services including technical publications, engineering design
and e-learning compared to 36% for the three months ended September 30, 2001.
Revenue from engineering services for the three months ended September 30, 2002
decreased by $500,000 or 17% to $2,500,000 compared to $3,000,000 for the three
months ended September 30, 2001. Although the majority of our revenue continues
to be derived from IT Recruitment, our focus is on growing the engineering
services division. In particular, we are focused on expanding into the defense,
aerospace and automotive industries and leveraging off existing engineering
customers to secure new technical publication and e-learning business.

         The decrease in engineering sales is a result of the postponement and
cancellation of several large contracts, combined with a general decline in
sales activity as a result of a reduced sales force.

         Our engineering services include the complete planning, staffing,
development, design, implementation and testing of a project. It can also
involve enterprise-level planning and project anticipation. Our specialized
engineering services include: technical publications, design, e-learning and Web
development. 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 of the
service, and when the fee is fixed or determinable and collection is probable.
Customers we provide engineering services to include General Dynamics, General
Electric, General Motors, Lockheed Martin, Boeing, Caterpillar and Cummins
Engines.
<PAGE>
         For the three months ended September 30, 2002, information technology
documentation services represented approximately 5% of our revenue compared to
8% for the three months ended September 30, 2001. Revenue from information
technology documentation services for the three months ended September 30, 2002
decreased by $290,000 or 46% to $340,000 compared to $630,000 for the three
months ended September 30, 2001.

         The substantial decrease in revenue from information technology
documentation services is primarily due to the loss of sales personnel and the
general economic slowdown in this industry. This division offers a very
specialized service, and relied on several key customers in a very localized
market. Many of these customers 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 customers. In addition, we
have reduced our operating expenses for this division to support the current
levels of revenue.

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

         For the three months ended September 30, 2002, technical training
represented approximately 4% of our revenue compared to 6% for the three months
ended September 30, 2001. Revenue from technical training for the three months
ended September 30, 2002 decreased by $230,000 or 45% to $280,000 compared to
$510,000 for the three months ended September 30, 2001.

         In May 2002, we entered into a series of agreements with triOS Training
Centres Limited, an Ontario company, for the purchase of certain assets of our
Toronto training division, Thinkpath Training. As part of the transaction, triOS
assumed the Toronto training staff (six employees) and is subletting our
classroom facilities. As a result of the sale of this office, our annual revenue
will decline by approximately $1,000,000. There was no revenue from this office
for the three months ended September 30, 2002. Revenue from this office
represented approximately 3% for the three months ended September 30, 2001.

         Subsequent to September 30, 2002, we entered into a series of
agreements with Thinkpath Training LLC, a New York company, for the purchase of
certain assets of our New York training division, Thinkpath Training US, for a
nominal amount of cash and the assumption of all prepaid training liabilities.
As part of the transaction, Thinkpath Training LLC will assume the New York
training staff, some assets and sublet the classroom facilities. As a result of
the sale of this office, our annual revenue will decline by approximately
$1,000,000. Revenue from this office for the three months ended September 30,
2002 was $270,000 or 4% of total revenue. Revenue from this office for the three
months ended September 30, 2001 was $310,000 or 4% of total revenue.

         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 customers include Microsoft,
Chase Manhattan Bank, Goldman Sachs, City of New York and Consumers Gas. Revenue
is recognized on delivery of services.


Gross Profit

         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
three months ended September 30, 2002 declined to 12% from 22% for the three
months ended September 30, 2001. The decline in gross profit is a result of our
focus on contract sales and our preferred vendor status with large clients for
information technology contract recruitment services. It is often necessary to
lower billing rates and markups to be successful in the bid process. One client,
with an average gross profit margin of 12%, represents 71% of the total revenue
for the recruitment division and 38% of the company's total revenues for the
three months ended September 30, 2002. Revenue from permanent placements has
declined considerably from last year, which has also contributed to the decline
in gross profit. We do not attribute any direct costs to permanent placement
services, therefore the gross profit on such services is 100% of revenue.

         The direct costs of technical publications and engineering services
include wages, benefits, software training and project expenses. The average
gross profit for this division was 31% for the three months ended September 30,
2002 compared to 27% for the three months ended September 30, 2001. The increase
in gross profit for technical publications and engineering services is a result
of the increase in higher margin contracts in technical publications and
e-learning compared to the traditional engineering services. In addition, we are
engaging in more time-and-materials based contracts versus fixed cost which
prevents against project and costs overruns.
<PAGE>
         The direct costs of information technology documentation services
include contractor wages, benefits, and project expenses. The average gross
profit for the three months ended September 30, 2002 was 23% compared to 25% for
the three months ended September 30, 2001. The decline in gross profit in 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 courseware and trainer salaries,
benefits and travel. The average gross profit was 56% for the three months ended
September 30, 2002 compared to 44% for the three months ended September 30,
2001. The increase in gross profit is a result of tighter expense controls on
trainer travel costs and the lower utilization of contract trainers.

THE NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001

Revenue

         For the nine months ended September 30, 2002, we derived 52% of our
revenue in the United States compared to 57% for the nine months ended September
30, 2001. 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, 2002, our primary source of
revenue was recruitment, representing 49% of total revenue compared to 45% for
the nine months ended September 30, 2001. Recruitment revenue for the nine
months ended September 30, 2002 decreased by $2,510,000 or 19% to $10,470,000
compared to $12,980,000 for the nine months ended September 30, 2001. The
decrease in recruitment revenue is a result of cutbacks and reduced hiring in
the telecommunications, network and financial services industries.

         For the nine months ended September 30, 2002, 40% of our revenue came
from engineering services including technical publications, engineering design
and e-learning compared to 36% for the nine months ended September 30, 2001.
Revenue from engineering services for the nine months ended September 30, 2002
decreased by $1,590,000 or 16% to $8,610,000 compared to $10,200,000 for the
nine months ended September 30, 2001. The decrease in engineering sales is a
result of the postponement and cancellation of several large contracts as well
as reduced sales activity in response to the reduction of the sales force for
this division.

         For the nine months ended September 30, 2002, information technology
documentation services represented approximately 6% of our revenue compared to
10% for the nine months ended September 30, 2001. Revenue from information
technology documentation services for the nine months ended September 30, 2002
decreased by $1,600,000 or 56% to $1,250,000 compared to $2,850,000 for the nine
months ended September 30, 2001.

         The substantial decrease in revenue from information technology
documentation services is primarily due to the loss of sales personnel and the
general economic slowdown in this industry. This division offers a very
specialized service, and relied on several key customers in a very localized
market. Many of these customers 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 customers. In addition, we
have reduced our operating expenses for this division to support the current
levels of revenue.

         For the nine months ended September 30, 2002, technical training
represented approximately 5% of our revenue compared to 9% for the nine months
ended September 30, 2001. Revenue from technical training for the nine months
ended September 30, 2002 decreased by $1,410,000 or 55% to $1,160,000 compared
to $2,570,000 for the nine months ended September 30, 2001.

         As a result of the sale of certain assets of the Toronto office of the
technical training division in May 2002, revenue from this office for the nine
months ended September 30, 2002 was only $180,000 or 1% of total revenue
compared to $900,000 or 3% of total revenue for the nine months ended September
30, 2001. Subsequent to September 30, 2002, certain assets of the New York
office of the technical training division were sold. Revenue from this office
for the nine months ended September 30, 2002 was $980,000 or 5% of total revenue
compared to $1,640,000 or 6% of total revenue for the nine months ended
September 30, 2001.


Gross Profit

         Gross profit for information technology recruitment services for the
nine months ended September 30, 2002 declined to 14% from 27% for the nine
months ended September 30, 2001. The decline in gross profit is a result of our
focus on contract sales and our preferred vendor status with large clients for
information technology contract recruitment services. It is often necessary to
lower billing rates and markups to be successful in the bid process. One client,
with an average gross profit margin of 12% represented 66% of the total revenue
for the recruitment division and 32% of the company's total revenues for the
nine months ended September 30, 2002. Revenue from permanent placements has
declined considerably from last year, which has also contributed to the decline
in gross profit in this division.

         The average gross profit for the engineering division was 31% for the
nine months ended September 30, 2002 compared to 28% for the nine months ended
September 30, 2001. The increase in gross profit for technical publications and
engineering services is a result of the increase in higher margin contracts in
technical publications and e-learning compared to the traditional engineering
services. In addition, we are engaging in more time-and-materials based
contracts versus fixed cost which prevents against project and costs overruns.

         The average gross profit for the information technology division for
the nine months ended September 30, 2002 was 25% compared to 41% for the nine
months ended September 30, 2001. The decline in gross profit in 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 average gross profit for the technical training division was 51%
for the nine months ended September 30, 2002 compared to 55% for the nine months
ended September 30, 2001. The increase in gross profit is a result of tighter
expense controls over trainer travel costs and the decreased utilization of
contract trainers.
<PAGE>
RESULTS OF OPERATIONS

         The following table presents our statements of operations reflected as
a percentage of our total revenue.



<TABLE>
<CAPTION>
                                                   STATEMENTS OF OPERATIONS--PERCENTAGES
                                                               (UNAUDITED)


                                             THREE MONTHS ENDED SEPTEMBER 30,    NINE MONTHS ENDED SEPTEMBER 30,
                                             -------------------------------     -----------------------------

                                                   2002             2001              2002              2001
                                                   ----             ----              ----              ----

<S>                                                <C>               <C>               <C>               <C>
REVENUE                                            100 %             100 %             100 %             100 %
-------                                           ----              ----              ----              ----

COST OF SALES                                       79 %              75 %              76 %              69 %
                                                  ----              ----              ----              ----
GROSS PROFIT                                        21 %              25 %              24 %              31 %
                                                  ----              ----              ----              ----
EXPENSES
   Administrative                                   23 %              17 %              17 %              15 %
   Selling                                          12 %              15 %              13 %              16 %
   Financing Expenses                                7 %              -- %               2 %               2 %
   Depreciation and amortization                     4 %               6 %               4 %               5 %
   Write down of goodwill                            1 %              -- %              -- %              -- %
   Restructuring                                    -- %              -- %              -- %               1 %
                                                  ----              ----              ----              ----

Income (loss) from continuing operations           (26)%             (14)%             (13)%              (8)%

  Gain (loss) on Investment                         -- %              (1)%              -- %              -- %

Income (loss) from continuing operations
  before interest charges                          (26)%             (15)%             (13)%              (8)%

  Interest charges                                   5 %               1 %               3 %               3 %
                                                  ----              ----              ----              ----
Income (loss) from continuing operations           (31)%             (16)%             (16)%             (11)%

   Income taxes                                      1 %               4 %              -- %               2 %
                                                  ----              ----              ----              ----
Income (loss) from continuing operations           (32)%             (20)%             (16)%             (13)%

Income (loss) from discontinued operations          -- %               1 %               1 %              -- %

Net Income (loss)                                  (32)%             (19)%             (15)%             (13)%
                                                  ----              ----              ----              ----
</TABLE>
<PAGE>
THE THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001

         Revenue. Revenue for the three months ended September 30, 2002
decreased by $1,650,000 or 20%, to $6,700,000, as compared to $8,350,000 for the
three months ended September 30, 2001. The decrease is primarily attributable to
the decline in revenues from each division including 15% for IT recruitment, 17%
for technical publications and engineering, 46% for IT documentation and 45% for
technical training.

         Cost of Sales. The cost of sales for the three months ended September
30, 2002 decreased by $960,000, or 15%, to $5,290,000, as compared to $6,250,000
for the three months ended September 30, 2001. The cost of sales as a percentage
of revenue increased to 79% compared to 75% for the three months ended September
30, 2001. The increase in cost as a percentage of sales corresponds with the
increase in lower margin IT recruitment sales.

         Gross Profit. Gross profit for the three months ended September 30,
2002 decreased by $680,000, or 32%, to $1,420,000 compared to $2,100,000 for the
three months ended September 30, 2001. This decrease was attributable to the
overall decrease in revenue and the increase in cost of sales during the three
months ended September 30, 2002. As a percentage of revenue, gross profit
decreased from 25% for the three months ended September 30, 2001 to 21% for the
three months ended September 30, 2002. This decrease in gross profit is a direct
result of the increase in direct costs associated with IT recruitment sales.

         Expenses. Expenses for the three months ended September 30, 2002
decreased by only $60,000, or 2%, to $3,230,000 compared to $3,170,000 for the
three months ended September 30, 2001.

         Administrative expenses increased by $140,000 or 9% to $1,570,000
compared to $1,430,000 for the three months ended September 30, 2001. General
administrative expenses including salaries and rent have decreased significantly
over last year as a result of restructuring and general cost cutting. The
increase is attributable to the expensing of approximately $500,000 for
3,250,000 shares of our common stock issued to Young and Georgiou for corporate
and debt restructuring services rendered during the period.

         Selling expenses for the three months ended September 30, 2002
decreased by $500,000, or 39%, to $790,000 from $1,290,000 for the three months
ended September 30, 2001. This decrease is attributable to the decrease in sales
salaries and commissions, as a result of the reduction in sales and the
elimination of certain advertising and promotional expenses.

         For the three months ended September 30, 2002, financing expenses
increased 1075% to $470,000 from $40,000 for the three months ended September
30, 2001. This increase is attributable to the expensing of approximately
$150,000 in fees to various financial brokers including Morrison Financial. In
addition, we expensed approximately $320,000 for shares issued to Tazbaz
Holdings in consideration of a loan agreement whereby Tazbaz securitized our
overdraft position with Bank One in the amount of $650,000.

        For the three months ended September 30, 2002, depreciation and
amortization expenses decreased by $210,000, or 42%, to $290,000 from $500,000
for the three months ended September 30, 2001. This decrease is primarily
attributable to our adoption of Statements of Financial Accounting Standards No.
141, Business Combinations, No. 142, Goodwill and Other Intangible Assets and
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Under
these statements, goodwill will no longer be amortized. Amortization of goodwill
for the three months ended September 30, 2001 amounted to $215,000.

         In accordance with the requirements of SFAS 144, at September 30, 2002
we recorded an impairment of goodwill of $57,808 based on our evaluation of
carrying value and projected cash flows. In accordance with SFAS 121, there was
no write down for the same period last year.

         For the three months ended September 30, 2002, there were no
restructuring charges related to the termination of personnel and the closure of
non-productive branch offices. For the three months ended September 30, 2001, we
reduced our restructuring charges by $30,000 as a result of an over accrual in
the prior period related to the closure of our London training office and
termination of personnel.

         Income (Loss) from Continuing Operations. For the three months ended
September 30, 2002, losses from continuing operations increased by $620,000 or
55% to a loss of $1,750,000 as compared to a loss of $1,130,000 for the three
months ended September 30, 2001. The increase is largely attributable to the
decline in gross profit as a result of the concentration of IT recruitment
sales, and the expensing of financing costs of approximately $470,000 and shares
issued to consultants for restructuring services of approximately $500,000.

         Interest Charges. For the three months ended September 30, 2002,
interest charges increased by $240,000, or 218%, to $350,000 from $110,000 for
the three months ended September 30, 2001. This increase is largely attributable
to the default interest rate and forbearance fees charged by Bank One under the
Forbearance Agreement entered into on July 1, 2002.

         Income (Loss) from Continuing Operations before Income Tax. Loss from
continuing operations before income tax for the three months ended September 30,
2002 increased by $730,000 or 53% to a loss of $2,100,000 as compared to a loss
of $1,370,000 for the three months ended September 30, 2001.
<PAGE>
         Income Taxes. Income tax expense for the three months ended September
30, 2002 decreased by $280,000 or 93% to $20,000 compared to an expense of
$300,000 for the three months ended September 30, 2001. The expense in 2001 was
a write down of the deferred income tax asset.

         Income (Loss) from Continuing Operations. Loss from continuing
operations for the three months ended September 30, 2002 increased by $450,000,
or 27%, to a loss of $2,120,000 compared to a loss of $1,670,000 for the three
months ended September 30, 2001.

         Income (Loss) from Discontinued Operations. Operations of the
technology division for the three months ended September 30, 2002 have been
reported as discontinued and include no revenue, cost of sales of $2,000,
depreciation expense of $10,000 and interest expense of $5,000. The net loss for
the three months ended September 30, 2002 was $17,000.

         Operations of the technology division for the three months ended
September 30, 2001 have been reported as discontinued and include revenues of
$160,000, cost of sales of $9,000, a credit in administrative expenses of
$40,000, selling expenses of $20,000, depreciation expense of $90,000,
restructuring costs of $30,000 and interest expense of $10,000. Net income for
the three months ended September 30, 2001 was $40,000.

         Net Loss. Net loss for the three months ended September 30, 2002
decreased by $510,000 to a net loss of $2,140,000 compared to a net loss of
$1,630,000 for the three months ended September 30, 2001.


THE NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001

         Revenue. Revenue for the nine months ended September 30, 2002 decreased
by $7,100,000, or 25%, to $21,490,000, as compared to $28,590,000 for the nine
months ended September 30, 2001. The decrease is primarily attributable to the
decline in revenues from each division including 19% for IT recruitment, 16% for
technical publications and engineering, 56% for IT documentation and 55% for
technical training.

         Cost of Sales. The cost of sales for the nine months ended September
30, 2002 decreased by $3,300,000, or 17%, to $16,410,000, as compared to
$19,710,000 for the nine months ended September 30, 2001. The cost of sales as a
percentage of revenue increased to 76% compared to 69% for the nine months ended
September 30, 2001. The increase in cost as a percentage of sales corresponds
with the increase in lower margin IT recruitment sales.

         Gross Profit. Gross profit for the nine months ended September 30, 2002
decreased by $3,810,000, or 43%, to $5,080,000 compared to $8,890,000 for the
nine months ended September 30, 2001. This decrease was attributable to the
overall decrease in revenue and the increase in cost of sales during the nine
months ended September 30, 2002. As a percentage of revenue, gross profit
decreased from 31% for the nine months ended September 30, 2001 to 24% for the
nine months ended September 30, 2002. This decrease in gross profit is a direct
result of the increase in direct costs associated with IT recruitment sales.

         Expenses. Expenses for the nine months ended September 30, 2002
decreased by only $3,410,000 or 31%, to $7,770,000 compared to $11,180,000 for
the nine months ended September 30, 2001.

         Administrative expenses decreased by $640,000 or 15% to $3,590,000
compared to $4,230,000 for the nine months ended September 30, 2001 This
decrease is related to the significant reduction in administrative salaries and
overhead as a result of restructuring and general cost cutting.

          Selling expenses for the nine months ended September 30, 2002
decreased by $1,730,000, or 39%, to $2,760,000 from $4,490,000 for the nine
months ended September 30, 2001. This decrease is attributable to the decrease
in sales salaries and commissions, as a result of the reduction in sales and the
elimination of certain advertising and promotional expenses.

         For the nine months ended September 30, 2002, financing expenses
decreased $150,000, or 24% to $470,000 from $620,000 for the nine months ended
September 30, 2001.

        For the nine months ended September 30, 2002, depreciation and
amortization expenses decreased by $560,000, or 39%, to $890,000 from $1,450,000
for the nine months ended September 30, 2001. This decrease is primarily
attributable to our adoption of Statements of Financial Accounting Standards No.
141, Business Combinations, No. 142, Goodwill and Other Intangible Assets and
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Under
these statements, goodwill will no longer be amortized. Amortization of goodwill
for the nine months ended September 30, 2001 amounted to $500,000.

         In accordance with the requirements of SFAS 144, at September 30, 2002
we recorded an impairment of goodwill of $57,808 based on our evaluation of
carrying value and projected cash flows. In accordance with SFAS 121, there was
no write down for the same period last year.

         For the nine months ended September 30, 2002, there were no
restructuring charges related to the termination of personnel and the closure of
non-productive branch offices. For the nine months ended September 30, 2001, we
recorded restructuring charges of $400,000 related to the closure of our London
training office and termination of personnel.

         Income (Loss) from Continuing Operations. For the nine months ended
September 30, 2002, losses from continuing operations increased by $390,000 or
17% to a loss of $2,690,000 as compared to a loss of $2,300,000 for the nine
months ended September 30, 2001. The increase is largely attributable to the
decline in gross profit as a result of the concentration of IT recruitment
sales, and the expensing of financing costs of approximately $470,000 and shares
issued to consultants for restructuring services of approximately $500,000.

         Interest Charges. For the nine months ended September 30, 2002,
interest charges increased by $240,000 or 41% to $820,000 from $580,000 for the
nine months ended September 30, 2001. This increase is largely attributable to
the default interest rate and forbearance fees charged by Bank One under the
Forbearance Agreement which was entered into on July 1, 2002.
<PAGE>
         Income (Loss) from Continuing Operations before Income Tax. Loss from
continuing operations before income tax for the nine months ended September 30,
2002 increased by $500,000 or 17%, to a loss of $3,510,000 as compared to a loss
of $3,010,000 for the nine months ended September 30, 2001.

         Income Taxes. Income tax expense for the nine months ended September
30, 2002 decreased by $705,000 to a recovery of $5,000 compared to an expense of
$700,000 for the nine months ended September 30, 2001. The expense in 2001 was a
write down of the deferred income tax asset.

         Income (Loss) from Continuing Operations. Loss from continuing
operations for the nine months ended September 30, 2002 decreased by $210,000,
or 6%, to a loss of $3,500,000 compared to a loss of $3,710,000 for the nine
months ended September 30, 2001.

         Income (Loss) from Discontinued Operations. Operations of the
technology division for the nine months ended September 30, 2002 have been
reported as discontinued and include revenue of $42,000, cost of sales of
$23,000, administrative expenses of $43,000, selling expenses of $6,000,
depreciation expense of $96,000 and interest expense of $15,000. The net loss
for the nine months ended September 30, 2002 was $140,000. The gain on disposal
of $500,000 has been reflected in the Income (loss) from discontinued
operations.

         Operations of the technology division for the nine months ended
September 30, 2001 have been reported as discontinued and include revenues of
$635,000, cost of sales of $32,000 administrative expenses of $72,000, selling
expenses of $90,000, depreciation expense of $260,000, restructuring costs of
$180,000 and interest expense of $29,000. The net loss for the nine months ended
September 30, 2001 was $28,000.

         Net Loss. Net loss for the nine months ended September 30, 2002
decreased by $590,000 or 16%, to a net loss of $3,150,000 compared to a net loss
of $3,740,000 for the nine months ended September 30, 2001.


Liquidity and Capital Resources

         We have incurred substantial losses during the last 21 months. Due to
these factors, we had taken additional cost cutting steps in the first nine
months of 2002 to reduce our expenses. Specifically, we sold certain
non-performing divisions and assets of such divisions and reduced our staff by
approximately 35 employees.

         In March 2002, we sold our technology division, Njoyn Software
Incorporated to Cognicase Inc., a Canadian company. Our net proceeds after
broker fees were $1,320,000 of which we received $800,000 in cash and $550,000
worth of unrestricted common shares on closing. The shares were sold on March
11, 2002 for value of $ 524,673. As part of the transaction, Cognicase assumed
all of the staff in our technology division (eight employees) and is contracting
the services of our CIO for a period of six months. The proceeds were used to
pay down bank indebtedness with Bank One of $500,000 and a term loan with Bank
One for $260,000. We also used the proceeds to pay past due rent, professional
fees and contractor fees. We believe the sale of Njoyn and the corresponding
reduction in technology expenses will have a significant impact on our cash flow
for the balance of 2002, as the operations had recurring losses since inception.

         In April 2002, we closed one of our IT recruitment offices,
Systemsearch Consulting Services Inc., and transferred the existing contracts to
our Toronto head office. As a result of the closing, eight of our employees were
terminated. The prior owner of Systemsearch, John Wilson, was also terminated.
Mr. Wilson is subletting the space from us in consideration of certain assets
including furniture and equipment.

         In May 2002, we entered into a series of agreements with triOS Training
Centres Limited, an Ontario company, for the purchase of certain assets of our
Toronto training division, Thinkpath Training. As part of the transaction, triOS
assumed the Toronto training staff (six employees) and is subletting our
classroom facilities. As a result of the sale of this office, our annual revenue
will decline by approximately $1,000,000. Revenue from this office represented
less than 1% of the total revenue for the nine months ended September 30, 2002
and approximately 3% for the nine months ended September 30, 2001. Subsequent to
September 30, 2002, we entered into a series of agreements with Thinkpath
Training LLC, a New York company, for the purchase of certain assets of our New
York training division, Thinkpath Training US, for a nominal amount of cash and
the assumption of all prepaid training liabilities. As part of the transaction,
Thinkpath Training LLC will assume the New York training staff, some assets and
sublet the classroom facilities. As a result of the sale of this office, our
annual revenue will decline by approximately $1,000,000. Revenue from this
office represented 5% of the total revenue for the nine months ended September
30, 2002 and approximately 6% for the nine months ended September 30, 2001.

         We expect the reduction of our staff during the nine months ended
September 30, 2002 will save approximately $1,600,000 on an annualized basis.
Despite the steps that we have taken, to the extent we experience a shortfall in
required revenue or are unable to bill and collect our receivables and unbilled
work-in-progress in a timely manner, it could have a material adverse impact on
our ability to continue as a going-concern and meet our intended business
objectives. Also, a continued slowdown in the economy or the postponement of
large engineering contracts could adversely affect our working capital and/or
operating cash flow.

         With insufficient working capital from operations, our primary sources
of cash have been a 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.
<PAGE>
         At September 30, 2002, we had negative cash or cash equivalents and a
working capital deficiency of $4,490,000. At September 30, 2002, we had a cash
flow deficiency from operations of $1,150,000 due primarily to the decrease in
accounts payable of $870,000 and the decrease in deferred revenue of $140,000
which was partially offset by the decrease in accounts receivable of $1,330,000
and the gain on the disposal of Njoyn of $500,000. 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 a cash flow from operations of
$150,000.

         At September 30, 2002, we had cash flow from investing activities of
$1,080,000 attributable primarily to the proceeds on the disposal of Njoyn of
$1,320,000, which was offset by the purchase of capital assets of approximately
$250,000 and the disposal of other assets of $10,000. At September 30, 2001, we
had a cash flow deficit from investing activities of $670,000 attributable to
the purchase of capital assets of $180,000, purchase of other assets of $300,000
and increase in long-term receivable of $190,000.

         At September 30, 2002, we had a cash flow deficit from financing
activities of $420,000 attributable primarily to long-term debt repayment of
$480,000, the repayment of Roger Walters' note payable of $80,000 and a decrease
in bank indebtedness of $120,000 which was offset by an increase in debt of
$260,000 related to the Terry Lyons loan received in May 2002. 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, proceeds
from the issuance of preferred stock of $1,230,000, and an increase in long-term
debt of $220,000. Cash was used in the repayment of notes payable of $210,000,
long-term debt of $860,000 and bank indebtedness of $60,000.

         At September 30, 2002, the balance of our revolving line of credit with
Bank One was $4,980,000 including an overdraft of approximately $650,000.
Eligible receivables allowed for a maximum borrowing amount of $4,330,000. 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,
2002 and thereafter, we were not in compliance with the covenants contained in
the revolving line of credit agreement.

          On July 1, 2002 and as amended on August 1, 2002, August 15, 2002,
September 1, 2002, September 16, 2002, September 30, 2002, October 15, 2002, and
November 15, 2002, we entered into a Forbearance and Modification Agreement with
our senior lender, Bank One whereby the Bank agreed to forebear from exercising
its rights and remedies against us as a result of its violation of certain loan
covenants, until the period ending November 30, 2002. Under the terms of the
agreement, the Bank is entitled to forbearance fees and payment of related legal
fees and expenses. As of November 19, 2002, the Bank has charged us $204,000 in
forbearance fees and $18,000 in legal fees. The interest rate on the revolving
line facility was increased to prime plus 3%. We have continued to borrow from
the revolving line facility subject to eligible accounts receivables as
monitored weekly by the Bank. In the event that we default under the agreement
including the failure to make payment when due, the Bank is entitled to exercise
any and all of its security rights including foreclosing on collateral.

          Bank One has agreed to extend the expiration of the Forbearance and
Modification Agreement until November 30, 2002 to allow our new lender to
complete the financing arrangement required to purchase Bank One's debt and
security. In addition, Bank One has agreed to accept a $700,000 discount on the
payoff of its indebtedness.

          On August 13, 2002, we received a commitment from Morrison Financial
Services Limited for a syndicated financing arrangement that will provide the
funding necessary to purchase Bank One's debt and security. The partners in the
syndicate are Maple Partners America Inc., Morrison Financial Services Limited
and MFI Export Finance Inc. Bank One has agreed to extend the expiration of the
Forbearance and Modification Agreement until November 30, 2002 to allow the
syndicate to complete the financing arrangement.

        At September 30, 2002, we had $400,652 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, 2002 and thereafter, we
were not in compliance with the covenant contained in the loan agreements.
On September 27, 2002, we received a notice of default demanding repayment of
the loans in full and the BDC's intention to enforce its security if repayment
was not made within 10 days. On October 7, 2002, the BDC agreed to extend the
stay of the demand period and on November 4, 2002 accepted a proposal from
Morrison Financial to purchase its debt and security at a 75% discount. The
purchase will close concurrently with the syndicated financing arrangement with
Morrison Financial, the repayment of Bank One and the first tranche of the
senior convertible debenture.

        In May 2002, we secured a loan of $259,375 from an individual, Terry
Lyons which was secured by our IRS refund. We paid a placement fee of 10% to Mr.
Lyons. Although we received our IRS refund in July 2002, Mr. Lyons agreed to an
extension of the loan until October 31, 2003. The loan is payable in twelve
monthly payments of $21,613 beginning November 30, 2002 and bears interest at
30% per annum.

         At September 30, 2002, we had approximately $328,249 outstanding on
various capital leases with various payment terms and interest rates. The
average balance on the terms of leases are 12 months and cover primarily the
hardware and various software applications required to support our training and
engineering divisions.

         At September 30, 2002, we had a note payable of $236,000 owed to Roger
Walters, the sole shareholder of CadCam Inc. On August 1, 2002, we restructured
our note payable to Roger Walters, reducing the principal from $675,000 to
$240,000 in consideration of the issuance of 1,000,000 shares of our common
stock. We agreed to issue and register the shares upon obtaining shareholder
approval of an amendment to our Articles of Incorporation increasing our
authorized capital stock. Principal payments of $4,000 will be made monthly and
started September 1, 2002 until August 1, 2007. We agreed to price protection on
the 1,756,655 shares that were issued to Mr. Walters in January 2002. In the
event that the bid price is less than $.27 per share when Mr. Walters seeks to
sell his shares in an open market transaction, we will be obligated to issue
additional shares of unregistered common stock with a value equal to the
difference between $.27 per share and the closing bid price to a floor of $.14
per share.


<PAGE>
         At September 30, 2002, we had a note payable of $600,000 owed to Denise
Dunne-Fushi, the vendor of MicroTech Professionals Inc. On August 1, 2002, we
restructured our note payable to Denise Dunne-Fushi, reducing the principal from
$1,740,000 to $600,000 in consideration of the issuance of 3,000,000 shares of
our common stock. We agreed to issue and register the shares upon obtaining
shareholder approval of an amendment to its Articles of Incorporation increasing
our authorized capital stock. Principal payments of $10,000 per month will begin
November 1, 2002 until October 1, 2007 and bear interest of 5% per annum. In
addition, we agreed to cover the monthly expense associated with Ms.
Dunne-Fushi's family health benefits and vehicle lease for a period of four
years.

         As a result of the terrorist attacks of September 11, 2001, we lost our
IT recruitment office in the World Trade Center and our training office located
at 195 Broadway was inaccessible for approximately four weeks. The recruitment
office represents approximately $2,000,000 in annual information technology
recruitment revenue. We have experienced a significant decline in revenue from
this office from $1,800,000 per annum to $500,000 per annum. 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 insurance payments of $75,000 with
respect to the claims submitted for this office.

         Our training office in New York represents approximately $1,000,000 in
annual technical training revenue. Many of our primary customers have since
relocated to other cities and have indicated their postponement of employee
training until the later part of 2002. The estimated loss of revenue from this
office is now between $100,000 and $200,000 per month. In addition, many of the
office's computer assets were 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 and an additional two employees in March 2002. 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 $250,000 for business interruption which have been
treated as an extraordinary item on the income statement. We have filed
additional business interruption claims, which have not yet been settled. In
accordance with EITF 01-10 "Accounting for the Impact of the Terrorist Attacks
of September 11, 2001," we have determined our losses directly resulting from
the September 11th events amount to approximately $25,000 net of insurance
recoveries. On November 1, 2002, we entered into a series of agreements with
Thinkpath Training LLC, a New York company, for the purchase of certain assets
of this office for a nominal amount of cash and the assumption of all prepaid
training liabilities. As part of the transaction, Thinkpath Training LLC will
assume the New York training staff, some assets and sublet the classroom
facilities.

         Although we believe that our current working capital and cash flows
from restructured operations will be adequate to meet our anticipated cash
requirements going forward, we have accrued liabilities and potential
settlements of outstanding claims that may require additional funds. We will
have to raise these funds through equity or debt financing. There can be no
assurance that additional financing will be available at all or that if
available, such financing will be obtainable on terms favorable to us and would
not be dilutive.

         Despite our recurring losses and negative working capital, we believe
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
secure 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 secure alternate financing, could have a material adverse effect on
our liquidity position and capital resources which may force us to curtail our
operations.


Recent Accounting Pronouncements

         In July 2001, the Financial Accounting Standards Board (FASB) 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.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which replaces SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of".

         Effective January 1, 2002, we adopted SFAS No. 142. This statement
requires us to evaluate the carrying value of our goodwill and intangible assets
based on assumptions and estimates of fair value and future cash flow
information. These assumptions and estimates may differ from actual results. If
different assumptions and estimates are used, carrying values could be adversely
impacted, resulting in write downs that could adversely affect our earnings.

         In April 2002, the FASB issued SFAS No. 145, which, among other things,
changed the presentation of gains and losses on the extinguishments of debt. Any
gain or loss on extinguishments of debt that does not meet the criteria in APB
Opinion 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions", shall be included in operating earnings and
not presented separately as an extraordinary item. We will adopt SFAS No. 145 at
the beginning of fiscal year 2003. We do not expect the provisions of SFAS No.
145 to have any impact on our financial position, results of operations or cash
flows.
<PAGE>
         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which addresses accounting for
restructuring and similar costs. SFAS No.146 supersedes previous accounting
guidance, principally Emerging Issues Task Force Issue, or EITF, No. 94-3
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit on Activity (including Certain Costs Incurred in a Restructuring)". We
will adopt the provisions of SFAS No. 146 for restructuring activities initiated
after December 31, 2002. SFAS No. 146 may affect the timing of recognizing
future restructuring costs as well as the amounts recognized.



Recent Events

         On July 1, 2002 and as amended on August 1, 2002, August 15, 2002,
September 1, 2002, September 16, 2002, September 30, 2002, October 15, 2002, and
November 15, 2002, we entered into a Forbearance and Modification Agreement with
our senior lender, Bank One whereby the Bank agreed to forebear from exercising
its rights and remedies against us as a result of our violation of certain loan
covenants, until the period ending November 30, 2002. In the event that we
default under the agreement including the failure to make payment when due, the
Bank is entitled to exercise any and all of its security rights including
foreclosing on collateral.

          On August 13, 2002, we received a commitment from Morrison Financial
Services Limited for a syndicated financing arrangement that will provide the
funding necessary to purchase Bank One's debt and security. The partners in the
syndicate are Maple Partners America Inc., Morrison Financial Services Limited
and MFI Export Finance Inc. Bank One has agreed to extend the expiration of the
Forbearance and Modification Agreement until November 30, 2002 to allow the
syndicate to complete the financing arrangement. In addition, Bank One has
agreed to accept a $700,000 discount on the payoff of its indebtedness. The
Business Development Bank of Canada has also agreed to sell its debt and
security to the syndicated group with a discount on the payoff of $300,000.

          On October 4, 2002, our securities were delisted from The Nasdaq
SmallCap Market, for failure to comply with the minimum bid price or net
tangible assets requirements for continued listing, as set forth in Nasdaq's
Marketplace Rule 4310(c)(4). We also failed to meet the initial inclusion
requirements under Nasdaq's Marketplace Rule 4310(c)(2)(A) including minimum
stockholders' equity of $5 million, market capitalization of $50 million or net
income of $750,000 (excluding extraordinary or non-recurring items) in the most
recently completed fiscal year or in two of the last three most recently
completed fiscal years.

         On October 16, 2002, we held our Annual General Meeting and Special
Meeting of Shareholders where the following resolutions were passed: the
election of the Board of Directors including Declan French, Kelly Hankinson,
John Dunne, Arthur Marcus and Katherine Seto Evans; the appointment of Schwartz
Levitsky Feldman LLP as our independent auditors for the ensuing year; the
adoption of our 2002 Stock Option Plan; and, the amendment of our Articles of
Incorporation to increase our authorized capital stock from 30,000,000 to
100,000,000.

         On October 15, 2002, we signed a term sheet with Bristol Investment
Fund, Ltd. and a syndicate of other investors to issue Senior Secured
Convertible Debentures of up to $3,000,000 in multiple tranches. The first
tranche of $800,000 will be issued upon signing of a definitive investment
agreement and concurrently with the closing of the financing arrangement with
Morrison Financial. The funds will be directed to Bank One and certain of our
other creditors.

         On October 21, 2002, we entered into a settlement agreement with
Michael Carrazza, a former director, in the sum of $330,000 to be paid $50,000
on October 31, 2002 and $17,500 per month thereafter until paid in full, bearing
interest at 9% per annum. This settlement was pursuant to a motion for summary
judgment filed by Carrazza, which was granted in his favor in the sum of
$264,602. In November 1998, we completed the acquisition of certain assets of
Southport Consulting Co. from Carrazza, for an aggregate of $250,000 in cash and
shares of our common stock. 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 $250,000
in damages. Specifically, Mr. Carrazza claimed that we failed to deliver cash or
stock to Mr. Carrazza under an asset purchase agreement, and that he was
entitled to recovery of his attorneys' fees. We filed a counterclaim against Mr.
Carrazza, seeking $162,000 in damages, plus punitive damages and attorneys'
fees, on the ground that Mr. Carrazza, as then president and sole stockholder of
Southport Consulting Co., fraudulently induced us into executing the asset
purchase agreement by misrepresenting the value of the assets being purchased.

         On November 1, 2002, we entered into a series of agreements with
Thinkpath Training LLC, a New York company, for the purchase of certain assets
of our New York training division, Thinkpath Training for a nominal amount of
cash and the assumption of all prepaid training liabilities. As part of the
transaction, Thinkpath Training LLC will assume the New York training staff,
some assets and sublet the classroom facilities.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

             Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

             The Company's Chief Executive Officer and Chief Financial Officer
have evaluated the Company's disclosure controls and procedures (as such term is
defined in Rule 13a-14 (c) under the Exchange Act) as of a date within 90 days
of the date of filing of this Form 10-Q. Based upon such evaluation, the
Company's Chief Executive Officer and Chief Financial Officer have concluded
that such controls and procedures are effective to ensure that the information
required to be disclosed by the Company in the reports it files under the
Exchange Act is gathered, analyzed and disclosed with adequate timeliness. There
have been no significant changes in the Company's internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of the evaluation described above.
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         We are party to the following pending legal proceedings:

                  Christopher Killarney, a former employee, filed a statement of
claim against us on June 14, 2002, with the Superior Court of Justice of
Ontario, Canada, Court File No. 02-CV-229385CMS, alleging wrongful dismissal and
breach of contract. Mr. Killarney is seeking between approximately $120,000 and
$650,000 in damages. We intend to defend this claim vigorously.

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



ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.


ITEM 3.  DEFAULTS IN SENIOR SECURITIES

         We are in breach of the loan covenants governing our credit line
facility with Bank One; including a senior debt to EBITDA ratio, debt service
coverage ratio, debt to tangible net worth ratio and certain other covenants. At
September 30, 2002, we had $4,900,000 outstanding with Bank One.


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

         On October 16, 2002, we held an Annual General Meeting and Special
Meeting of Shareholders at which the shareholders: (i) elected the Board of
Directors for the ensuing year; (ii) ratified the appointment of Schwartz,
Levitsky, Feldman, llp, as our independent chartered accountants for the ensuing
year; (iii) ratified the adoption of our 2002 Stock Option Plan; and, (iv)
amended our Articles of Incorporation to increase the authorized number of
shares of our common stock from 30,000,000 to 100,000,000 shares.

         (i) The following directors were elected to the Board of Directors and
received the votes indicated:

                                           For                         Withheld

         Declan French                      24,416,848                 756,001
         Kelly Hankinson                    24,856,972                 315,877
         John Dunne                         24,957,017                 215,832
         Arthur Marcus                      24,961,092                 211,757
         Katherine Seto Evans               24,955,687                 217,162

         Set forth below is a biographical description of each of our directors
elected at our Annual General Meeting and Special Meeting of Shareholders held
on October 16, 2002:

         Declan A. French has served as our Chairman of the Board of Directors
and Chief Executive Officer since its 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.

         Kelly Hankinson has served as our Chief Financial Officer since May
2000, as a member of our Board of Directors since June 2000 and as 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 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 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.

         Katherine Seto Evans, director nominee, is an independent consultant
with extensive and diversified experience in financial management, human
resource leadership and organizational administration. From 1974 to 2001, Ms.
Evans was a partner at Schwartz, Levitsky, Feldman, llp, our independent
auditors. From 2001 to present, Ms. Evans has been an independent consultant to
various companies. During this period she has consulted with us and has assisted
us with various financial and accounting projects. Ms. Evans became a Certified
Public Accountant in 1999 and a Chartered Accountant in 1978. Ms. Evans received
a Bachelors Degree in Science from McGill University in 1972.
<PAGE>
         (ii) The appointment of Schwartz, Levitsky Feldman, llp, to serve as
our independent chartered accountants for the ensuing year was approved by the
votes indicated:

             For               Against         Withheld
             25,177,514        199,262         138,975

         (iii) The adoption of our 2002 Stock Option Plan was approved by the
votes indicated:

             For               Against         Abstain         Withheld
             11,161,695        1,554,095       107,500         12,681,461

         The 2002 Stock Option Plan will be administered by our Compensation
Committee, 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 shares of our common stock issuable upon the
exercise of the options and the option exercise price

         The 2002 Stock Option Plan is effective for a period for ten years,
expiring in 2012. Options to acquire 6,500,000 shares of our common stock may be
granted to officers, directors, consultants, key employees, advisors and similar
parties who provide the Company with their skills and expertise. The 2002 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 2002 Stock Option Plan may be exercisable for up to ten years,
generally require a minimum three-year vesting period, and shall be at an
exercise price all as determined by our Compensation Committee provided that,
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.

         If: (i) we are not the surviving entity in any merger, consolidation or
other reorganization (or survives only as a subsidiary of an entity); (ii) we
sell, lease or exchange all or substantially all of our assets to any other
person or entity; (iii) we are to be dissolved and liquidated; (iv) any person
or entity, including a "group" as contemplated by Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, acquires or gains ownership or
control (including, without limitation, power to vote) of more than 50% of the
outstanding shares of our voting stock (based upon voting power); or (v) as a
result of or in connection with a contested election of directors, the persons
who were directors with us before such election shall cease to constitute a
majority of the Board of Directors (each such event is referred to herein as a
"Corporate Change"); no later than (a) ten days after the approval by our
shareholders of such merger, consolidation, reorganization, sale, lease or
exchange of assets or dissolution or such election of directors or (b) 30 days
after a change of control of the type described in clause (iv), our Compensation
Committee, acting in its sole discretion without the consent or approval of any
optionee, shall act to effect 1 or more of the following alternatives, which may
vary among individual optionees and which may vary among options held by any
individual optionee: (1) accelerate the time at which options then outstanding
may be exercised so that such options may be exercised in full for a limited
period of time on or before a specified date (before or after such Corporate
Change) fixed by our Compensation Committee, after which specified date all
unexercised options and all rights of optionees thereunder shall terminate; (2)
require the mandatory surrender to us by selected optionees of some or all of
the outstanding Options held by such optionees (irrespective of whether such
options are then exercisable under the provisions of the 2002 Stock Option Plan)
as of a date before or after such Corporate Change, specified by our
Compensation Committee, in which event our Compensation Committee shall
thereupon cancel such options and we shall pay to each optionee an certain
amount of cash per share; (3) make such adjustments to options then outstanding
our Compensation Committee deems appropriate to reflect such Corporate Change
(provided, however, that they may determine in its sole discretion that no
adjustment is necessary to options then outstanding); or (4) provide that the
number and class of shares covered by an option theretofore granted shall be
adjusted so that such option shall thereafter cover the number and class of
shares or other securities or property (including, without limitation, cash) to
which the optionee would have been entitled pursuant to the terms of the
agreement of merger, consolidation or sale of assets and dissolution if,
immediately prior to such merger, consolidation or sale of assets, and
dissolution, the optionee had been the holder of record of the number of shares
of common stock then covered by such option.

         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 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 2002 Stock Option Plan, subject to applicable securities regulation.

         The 2002 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 2002 Stock
Option Plan may not be increased without the consent of our shareholders.
<PAGE>
       (iv) The amendment of our Articles of Incorporation to increase the
authorized number of shares of our common stock from 30,000,000 to 100,000,000
shares.

           For                         Against                  Withheld
           24,473,632                  1,052,269                43,850



ITEM 5.  OTHER INFORMATION


         None.
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         Exhibit 99.1 - Certification pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002

         Exhibit 99.2 - Certification pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002

(b)      Reports on Form 8-K.

         On March 21, 2002, Thinkpath filed a report on Form 8-K to disclose the
         disposition of its subsidiary, Njoyn Software Incorporated.
<PAGE>
                                   SIGNATURES

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

                              THINKPATH INC.


Dated: November 19, 2002    By: /s/ Declan French       By: /s/ Kelly Hankinson
                            ---------------------       -----------------------
                            Declan French               Kelly L. Hankinson
                            Chief Executive Officer    Chief Financial Officer
<PAGE>
I, Declan French, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Thinkpath Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls.

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 19, 2002
                                                   /s/ Declan French
                                                   -----------------------
                                                   Declan French
                                                   Chief Executive Officer
<PAGE>
I, Kelly Hankinson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Thinkpath Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls.

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 19, 2002
                                                   /s/ Kelly Hankinson
                                                   -----------------------
                                                   Kelly Hankinson
                                                   Chief Financial Officer