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, 2004
                                       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.)

                             201 WESTCREEK BOULEVARD
                            BRAMPTON, ONTARIO L6T 5S6
               ---------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (905) 460-3040
                               -------------------
                (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 22, 2004 THERE WERE 9,662,365,979 SHARES OF COMMON
                   STOCK, NO PAR VALUE PER SHARE, OUTSTANDING.
<PAGE>

                                 THINKPATH INC.
                SEPTEMBER 30, 2004 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, 2004 and
         December 31, 2003....................................................
         Interim Consolidated Statements of Operations for the three and nine
         months ended September 30, 2004 and 2003.............................
         Interim Consolidated Statements of Changes in Stockholders' Equity
         for the nine months ended September 30, 2004 and the year ended
         December 31, 2003....................................................
         Interim Consolidated Statements of Cash Flows for the nine months
         ended September 30, 2004 and 2003....................................
         Notes to Interim Consolidated Financial Statements...................

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

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

Item 4.  Controls and Procedures..............................................

                           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


                                 THINKPATH INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                            AS OF SEPTEMBER 30, 2004
                                   (UNAUDITED)

                        (AMOUNTS EXPRESSED IN US DOLLARS)
<PAGE>

THINKPATH INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003
(AMOUNTS EXPRESSED IN US DOLLARS)

                                          September 30, 2004   December 31, 2003
                                          ------------------   -----------------
                                                           $                   $

                                     ASSETS

CURRENT ASSETS
     Cash                                            143,685             483,443
     Accounts receivable                           2,160,399           1,766,061
     Prepaid expenses                                239,633             128,612
                                          ------------------   -----------------

                                                   2,543,717           2,378,116

PROPERTY AND EQUIPMENT                               925,604           1,182,751

GOODWILL                                           3,748,732           3,748,732

INVESTMENT IN NON-RELATED COMPANIES                   45,669              45,669

OTHER ASSET                                           58,765              53,321
                                          ------------------   -----------------

                                                   7,322,487           7,408,589
                                          ==================   =================
<PAGE>

THINKPATH INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003
(AMOUNTS EXPRESSED IN US DOLLARS)

<TABLE>
<CAPTION>
                                                     September 30, 2004    December 31, 2003
                                                     ------------------    -----------------
                                                                      $                    $
<S>                                                  <C>                   <C>
                                   LIABILITIES

CURRENT LIABILITIES
     Receivable Discount Facility                               615,835            1,128,444
     Accounts payable                                         1,660,527            2,650,783
     Current portion of long-term debt                          123,541              279,800
     Current portion of notes payable                           853,491              859,936
     12% Convertible Debenture                                  226,078              215,558
                                                     ------------------    -----------------

                                                              3,479,472            5,134,521

LONG-TERM DEBT                                                  153,088               13,176
                                                     ------------------    -----------------

                                                              3,632,560            5,147,697
                                                     ==================    =================

COMMITMENTS AND CONTINGENCIES (NOTE 20)

                              STOCKHOLDERS' EQUITY

CAPITAL STOCK                                                47,682,489           43,576,292

DEFICIT                                                     (42,667,061)         (39,999,711)

ACCUMULATED OTHER COMPREHENSIVE LOSS                         (1,325,501)          (1,315,689)
                                                     ------------------    -----------------

                                                              3,689,927            2,260,892
                                                     ------------------    -----------------

                                                              7,322,487            7,408,589
                                                     ==================    =================
</TABLE>


                 The accompanying notes are an integral part of
                 these interim consolidated financial statements
<PAGE>

THINKPATH INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(AMOUNTS EXPRESSED IN US DOLLARS)

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED SEPT 30,          NINE MONTHS ENDED SEPT 30,
                                                     2004              2003              2004              2003
                                                     ----              ----              ----              ----
                                                        $                 $                 $                 $
<S>                                        <C>               <C>               <C>               <C>
REVENUE                                         3,125,899         2,649,681         9,507,784         7,611,673

COST OF SERVICES                                1,981,507         1,770,861         6,089,123         5,154,467
                                           --------------    --------------    --------------    --------------

GROSS PROFIT                                    1,144,392           878,820         3,418,661         2,457,206
                                           --------------    --------------    --------------    --------------

EXPENSES
     Administrative                               583,840           563,406         1,736,566         1,757,448
     Selling                                      385,902           279,048         1,045,053           782,065
     Depreciation and amortization                118,683           143,155           399,699           519,791
                                           --------------    --------------    --------------    --------------
                                                1,088,425           985,609         3,181,318         3,059,304

INCOME (LOSS) FROM CONTINUING OPERATIONS
     BEFORE INTEREST CHARGES                       55,967          (106,789)          237,343          (602,098)

     Interest Charges                           1,064,652         1,700,638         2,842,147         6,777,521
                                           --------------    --------------    --------------    --------------

LOSS FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES                       (1,008,685)       (1,807,427)       (2,604,804)       (7,379,619)

     Income Taxes                                  15,906             1,343            20,382            13,366
                                           --------------    --------------    --------------    --------------

LOSS FROM CONTINUING OPERATIONS                (1,024,591)       (1,808,770)       (2,625,186)       (7,392,985)

INCOME (LOSS) FROM
     DISCONTINUED OPERATIONS
     (INCLUDING GAIN ON DISPOSAL)                 (15,141)          (49,062)          (42,164)          234,295
                                           --------------    --------------    --------------    --------------

NET LOSS                                       (1,039,732)       (1,857,832)       (2,667,350)       (7,158,690)
                                           ==============    ==============    ==============    ==============

WEIGHTED AVERAGE NUMBER OF
     COMMON STOCK OUTSTANDING
     BASIC AND DILUTED                      5,601,027,960       448,877,336     4,200,637,587       290,295,250
                                           ==============    ==============    ==============    ==============

LOSS FROM CONTINUING OPERATIONS
     PER WEIGHTED AVERAGE COMMON
     STOCK BASIC AND DILUTED                        (0.00)            (0.00)            (0.00)            (0.02)
                                           ==============    ==============    ==============    ==============
</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, 2004 AND THE YEAR ENDED
DECEMBER 31, 2003
(AMOUNTS EXPRESSED IN US DOLLARS)

<TABLE>
<CAPTION>
                                                                                                           ACCUMULATED
                                         COMMON STOCK         CAPITAL                                            OTHER
                                            NUMBER OF           STOCK                    COMPREHENSIVE   COMPREHENSIVE
                                               SHARES         AMOUNTS         DEFICIT             LOSS            LOSS
                                        ------------------------------------------------------------------------------
<S>                                     <C>                <C>            <C>               <C>             <C>
Balance as of December 31, 2002            66,258,043      33,367,034     (30,966,083)                      (1,077,521)
                                        =============================================                    =============
Net loss for the year                              --              --      (9,033,628)      (9,033,628)
                                                                                         -------------
Other comprehensive loss, net of tax:
   Foreign currency translation                                                               (238,168)       (238,168)
                                                                                         -------------

Comprehensive loss                                                                          (9,271,796)
                                                                                         =============
Conversion of 12% senior secured
convertible debenture                   2,368,413,224         901,891              --

Interest on 12% senior secured
convertible debenture                     153,405,397         142,875              --

Debt settled through the issuance of
common stock                               16,997,854         449,333              --

Common stock and warrants issued for
services                                   10,980,000         226,500              --

Warrants issued for cash                  121,184,669       1,241,514              --

Beneficial conversion on issuance of
convertible debt                                   --       7,247,145              --
                                        ---------------------------------------------                    -------------

Balance as of December 31, 2003         2,737,239,187      43,576,292     (39,999,711)                      (1,315,689)
                                        =============================================                    =============

Net loss for the period                            --              --      (2,667,350)      (2,667,350)
                                                                                         -------------
Other comprehensive loss, net of tax:
  Foreign currency translation                                                                  (9,812)         (9,812)
                                                                                         -------------

Comprehensive loss                                                                          (2,677,162)
                                                                                         =============
Conversion of 12% senior secured
convertible debenture                   4,223,054,463         293,376              --

Interest on 12% senior secured
convertible debenture                     180,460,870          29,380              --

Common stock and warrants issued for
services                                  250,197,488         175,336              --

Warrants issued for cash                  377,053,570       1,100,225              --

Beneficial conversion on issuance of
convertible debt                                   --       2,507,880              --
                                        ---------------------------------------------                    -------------

Balance as of September 30, 2004        7,768,005,578      47,682,489     (42,667,061)                      (1,325,501)
                                        =============================================                    =============
</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, 2004 AND 2003
(AMOUNTS EXPRESSED IN US DOLLARS)

<TABLE>
<CAPTION>
                                                                         2004          2003
                                                                         ----          ----
                                                                            $             $
<S>                                                                <C>           <C>
Cash flows from operating activities
    Net loss                                                       (2,667,350)   (7,158,690)
                                                                   ----------    ----------

    Adjustments to reconcile net loss to net cash
    used in operating activities:
    Amortization                                                      432,363       557,147
    Amortization of beneficial conversion (included in interest)    2,507,880     6,179,406
    Interest on 12% senior secured convertible debentures              29,380        56,893
    Decrease (increase) in accounts receivable                       (369,870)      872,350
    Decrease (increase) in prepaid expenses                          (109,203)       32,189
    Decrease in accounts payable                                   (1,014,369)   (1,057,702)
    Decrease in long-term receivable                                       --        57,775
    Decrease in deferred revenue                                           --      (163,593)
    Common stock and warrants issued for services                     175,336       226,500
    Accounts payable settled with common stock                             --       449,333
    Debt forgiveness                                                       --       (30,565)
    Gain on disposal of IT Recruitment division                            --      (190,627)
                                                                   ----------    ----------

    Net cash used in operating activities                          (1,015,833)     (169,584)
                                                                   ----------    ----------

Cash flows from investing activities
    Purchase of property and equipment                               (173,598)      (92,295)
    Proceeds on disposal of IT Recruitment division                        --       146,406
                                                                   ----------    ----------

    Net cash provided by (used in) investing activities              (173,598)       54,111
                                                                   ----------    ----------

Cash flows from financing activities
    Repayment of notes payable                                         (6,444)      (31,453)
    Repayment of long-term debt                                      (572,711)   (1,532,119)
    Proceeds from issuance of capital stock                           229,121            --
    Proceeds from issuance of debentures and warrants               1,175,000     1,650,000
                                                                   ----------    ----------

    Net cash provided by financing activities                         824,966        86,428
                                                                   ----------    ----------

Effect of foreign currency exchange rate changes                       24,707       (17,356)
                                                                   ----------    ----------

Net decrease in cash                                                 (339,758)      (46,401)
Cash
    Beginning of period                                               483,443       114,018
                                                                   ----------    ----------
    End of period                                                     143,685        67,617
                                                                   ==========    ==========

SUPPLEMENTAL CASH ITEMS:
    Interest paid                                                     304,887       598,121
                                                                   ==========    ==========
    Income taxes paid                                                  15,906        13,366
                                                                   ==========    ==========

SUPPLEMENTAL NON-CASH ITEMS:
    Common shares issued for liabilities                                   --       449,333
                                                                   ==========    ==========
</TABLE>


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

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)


1.    MANAGEMENT'S INTENTIONS AND GOING CONCERN

      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, 2004, the
      Company had a working capital deficiency of $935,755, a deficit of
      $42,667,061 and has suffered recurring losses from operations.

      With insufficient working capital from operations, the Company's primary
      sources of cash are a receivable discount facility with Morrison Financial
      Services Limited and proceeds from the sale of equity securities. At
      September 30, 2004, the balance on the receivable discount facility was
      $615,835. The Company is currently within margin of its receivable
      discount facility with Morrison Financial Services Limited based on 75% of
      qualifying accounts receivable.

      As at November 19, 2004, management's plans to mitigate and alleviate
      these adverse conditions and events include:

            a)    Ongoing restructuring of debt obligations and settlement of
                  outstanding legal claims.
            b)    Focus on growth in the engineering division, including design
                  services and technical publications.
            c)    Expansion of the engineering service offerings in Ontario,
                  Canada.

      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 payments to certain vendors and interest payments on debt.
      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 receivable discounting facility with Morrison Financial Services
      Limited, 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, and the closing of new financing, all
      of which are subject to substantial uncertainties. Cash flows from
      operations for the next twelve months will be dependent, among other
      factors, 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 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 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 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 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 consolidated financial
      statements do not include any adjustments that might result from the
      outcome of this uncertainty.

      b) Change of Name

      On June 6, 2001, the Company changed its name from Thinkpath.com Inc. to
      Thinkpath Inc.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)


      c) Principal Business Activities

      Thinkpath Inc. is an engineering services company which, along with its
      wholly-owned 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.),
      provides engineering, design, technical publications and staffing,
      services to enhance the resource performance of clients. In addition, the
      Company owns the following companies which are currently inactive:
      Systemsearch Consulting Services Inc., International Career Specialists
      Ltd., Microtech Professionals Inc., E-Wink Inc. (80%), Thinkpath Training
      Inc. (formerly ObjectArts Inc.), Thinkpath Training US Inc. (formerly
      ObjectArts US Inc.) and TidalBeach Inc. In 2002, the Company sold Njoyn
      Software Incorporated, a wholly-owned subsidiary.

      d) Basis of consolidated financial statement presentation

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

      e) Cash and Cash Equivalents

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

      f) Other Financial Instruments

      The carrying amounts of the Company's other financial instruments
      approximate fair values 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) Property and Equipment

      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
      property and equipment 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 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.

      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 diluted net income
      (loss) per weighted average common stock.

      j) Revenue

      1) The Company provides the services of engineering staff on a project
      basis. The services provided are defined by guidelines to be accomplished
      by clearly defined milestones 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) Prior to the sale of the IT recruitment division (Note 16), the Company
      provided the services of information technology consultants on a contract
      basis and revenue was recognized as services were performed.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      3) Prior to the sale of the IT recruitment division (Note 16), the Company
      placed information technology professionals on a permanent basis and
      revenue was recognized upon candidates' acceptance of employment. If the
      Company received non-refundable upfront fees for "retained searches", the
      revenue was recognized upon the candidates' acceptance of employment.

      4) Prior to the sale of the training division (Note 16), the Company
      provided advanced training and certification in a variety of technologies
      and revenue was recognized on delivery.

      5) Prior to the sale of the technology division (Note 16), the Company
      licensed software in the form of a Human Capital Management System called
      Njoyn. The revenue associated with providing this software consisted 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
      was based on the Company's determination of the fair value of the elements
      if they had been sold separately. The customers had the right to choose a
      provider to host the software which was unrelated to the Company. The
      set-up fee and customization revenue was recognized upon delivery of
      access to the software with customization completed in accordance with
      milestones determined by the contract.

      Revenue was 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 required significant customization, without clearly
      defined milestones, and an inability to estimate costs, revenue was
      reflected on a completed contract basis. Substantial completion was
      determined based on customer acceptance of the software.

      6) Prior to the sale of the technology division (Note 16), the Company
      also signed contracts for the customization or development of SecondWave,
      a web development software in accordance with specifications of its
      clients. The project plan defined milestones to be accomplished and the
      costs associated. These amounts were billed as they were accomplished and
      revenue was recognized as the milestones were reached. The work in
      progress for costs incurred beyond the last accomplished milestone was
      reflected at the period end. The contracts did not include any
      post-contract customer support. Additional customer support services were
      provided at standard daily rates, as services are required.

      k) Goodwill

      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. 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.

      Thinkpath completed SFAS No.142 impairment test and concluded that there
      was no impairment of recorded goodwill, as the fair value of its reporting
      units exceeded their carrying amount.

      l) Income Taxes

      The Company accounts for income tax under the provision of SFAS No. 109,
      which requires recognition of deferred tax assets and liabilities for the
      expected future tax consequences of events that have been included in the
      financial statement or tax returns.

      Deferred income taxes are provided using the liability method. Under the
      liability method, deferred income taxes are recognized for all significant
      temporary differences between the tax and financial statement bases of
      assets and liabilities.

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

      m) Foreign Currency

      The Company is a foreign private issuer and maintains its books and
      records in Canadian dollars (the functional currency). The financial
      statements are converted to US dollars as the Company has elected to
      report in US dollars consistent with Regulation S-X, Rule 3-20. The
      translation method used is the current rate method which is the method
      mandated by FAS 52 where the functional currency is the foreign currency.
      Under the current method all assets and liabilities are translated at the
      current rate, stockholders' equity accounts are translated at historical
      rates and revenues and expenses are translated at average rates for the
      year.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      Due to the fact that items in the financial statements are being
      translated at different rates according to their nature, a translation
      adjustment is created. This translation adjustment has been included in
      accumulated other comprehensive income. Gains and losses on foreign
      currency transactions are included in financial expenses.

      n) Use of Estimates

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

      o) Long-Lived Assets

      On January 1, 1996, the Company adopted the provisions of SFAS No. 121,
      Accounting for the Impairment of Long-Lived Assets and for Long-Lived
      Assets to be Disposed of. SFAS No. 121 requires that long-lived assets
      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, 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.

      p) Comprehensive Income

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

      q) Accounting for Stock-Based Compensation

      In December 1995, SFAS No. 123, Accounting for Stock-Based Compensation,
      was issued. It introduced 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. SFAS No. 123 was amended by SFAS No. 148 which
      requires more prominent disclosure of stock based compensation.

      r) Computer software costs

      Prior to the sale of its wholly-owned subsidiary Njoyn Software
      Incorporated, the Company accounted for the cost of developing computer
      software. The Company recorded these costs as research and development
      expenses until the technological feasibility of the product had been
      established at which time the costs were deferred. At the end of each
      year, the Company compared the unamortized costs represented by deferred
      development costs in Other Assets to the net realizable value of the
      product to determine if a reduction in carrying value is warranted. The
      software developed for own use which may be sold as a separate product is
      the Njoyn software and during development, the Company decided to market
      the software and therefore for 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. On March 8, 2002, Thinkpath sold all of its
      shares in Njoyn Software Incorporated.

      s) Investments in Non-Related Companies

      The Company records its investments in companies in which it holds a 20%
      or more interest and in which the Company can exercise significant
      influence over the investee's operating and financial policies on the
      equity basis.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      The Company records its investment in companies in which it holds less
      than 20% interest or in which the Company has a 20% or greater interest
      but the Company is unable to exercise significant influence at fair market
      value. Changes in fair market value are adjusted in comprehensive income,
      unless the impairments are of a permanent nature, in which case the
      adjustments are recorded in earnings.

      t) Recent Pronouncements

      In April 2002, FASB issued SFAS No. 145, which, among other factors,
      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. The new standard is effective for
      companies with fiscal years beginning after May 15, 2002. However, the
      Company has elected to adopt the standard as the debt restructuring gain
      in the current period, as permitted by SFAS No. 145.

      In June 2002, 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)". The Company 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.

      In January 2003, FASB issued SFAS No. 148, Accounting for Stock -Based
      Compensation - Transition and Disclosures. This statement provides
      alternative methods of transition for a voluntary change to the fair value
      based method of accounting for stock-based employee compensation. In
      addition, this statement also amends the disclosure requirements of SFAS
      No. 123 to require more prominent and frequent disclosures in the
      financial statements about the effects of stock-based compensation. The
      transitional guidance and annual disclosure provisions of this Statement
      was effective for the December 31, 2002 financial statements. The interim
      reporting disclosure requirements was effective for the March 31, 2003
      financial statements.

      In November 2002, FASB issued Interpretation No. 45, "Guarantor's
      Accounting and Disclosure Requirements for Guarantees, Including Indirect
      Guarantees of Indebtedness of Others" ("Interpretation"). This
      Interpretation elaborates on the existing disclosure requirement for most
      guarantees including loan guarantees, and clarifies that at the time a
      company issues a guarantee, the company must recognize an initial
      liability for the fair market value of the obligations it assumes under
      that guarantee and must disclose that information in its interim and
      annual financial statements. The initial recognition and measurement
      provisions of the Interpretation apply on a prospective basis to
      guarantees issued or modified after December 31, 2002.

      In January 2003, FASB issued Interpretation No. 46, "Consolidation of
      Variable Interest Entities," which addresses consolidation by business
      enterprises of variable interest entities. In general, a variable interest
      entity is a corporation, partnership, trust, or any other legal structure
      used for business purposes that either (a) does not have equity investors
      with voting rights or (b) has equity investors that do not provide
      sufficient financial resources for the entity to support its activities. A
      variable interest entity often holds financial assets, including loans or
      receivables, real estate or other property. A variable interest entity may
      be essentially passive or it may engage in research and development or
      other activities on behalf of another company. The objective of
      Interpretation No. 46 is not to restrict the use of variable interest
      entities but to improve financial reporting by companies involved with
      variable interest entities. Until now, a company generally has included
      another entity in its consolidated financial statements only if it
      controlled the entity through voting interests. Interpretation No. 46
      changes that by requiring a variable interest entity to be consolidated by
      a company if that company is subject to a majority of the risk of loss
      from the variable interest entity's activities or entitled to receive a
      majority of the entity's residual returns or both. The consolidation
      requirements of Interpretation No. 46 apply immediately to variable
      interest entities created after January 31, 2003. The consolidation
      requirements apply to older entities in the first fiscal year or interim
      period beginning after June 15, 2003. Certain of the disclosure
      requirements apply in all financial statements issued after January 31,
      2003, regardless of when the variable interest entity was established. The
      Company does not have any variable interest entities, and, accordingly,
      adoption is not expected to have a material effect on the Company.

      In April 2003, FASB issued Statement No. 149, "Amendment of Statement 133
      on Derivative Instruments and Hedging Activities". The Statement amends
      and clarifies accounting for derivative instruments, including certain
      derivative instruments embedded in other contracts, and for hedging
      activities under Statement 133. The amendments set forth in Statement 149
      improve financial reporting by requiring that contracts with comparable
      characteristics be accounted for similarly. In particular, this Statement
      clarifies under what circumstances a contract with an initial net
      investment meets the characteristic of a derivative as discussed in
      Statement 133. In addition, it clarifies when a derivative contains a
      financing component that warrants special reporting in the statement of
      cash flows. This Statement is effective for contracts entered into or
      modified after June 30, 2003 with certain exceptions. The Company does not
      believe that the adoption of Statement No. 149 will have a material effect
      on the Company.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      In May 2003, FASB issued Statement No. 150, "Accounting for Certain
      Financial Instruments with Characteristics of Both Liabilities and
      Equity". The Statement specifies that certain instruments within its scope
      embody obligations of the issuer and that, therefore, the issuer must
      classify them as liabilities. This Statement is effective immediately for
      all financial instruments entered into or modified after May 31, 2003. For
      all other instruments, the Statement goes into effect at the beginning of
      the first interim period beginning after June 15, 2003. For contracts that
      were created or modified before May 31, 2003 and still exist at the
      beginning of the first interim period beginning after June 30, 2003,
      entities should record the transition to Statement No. 150 by reporting
      the cumulative effect of a change in an accounting principle. Statement
      No. 150 prohibits entities from restating financial statements for earlier
      years presented. The Company does not believe that the adoption of
      Statement No. 150 will have a material effect on the Company.

      u) Advertising Costs

      Advertising costs are expensed as incurred.

3.    STOCK OPTION PLANS

                                                            OPTIONS     WEIGHTED
                                                                         AVERAGE
                                                                        EXERCISE
                                                                           PRICE

      a)    Options outstanding at December 31, 2002       1,110,492

            Options forfeited during the year                (13,000)       3.19
                                                           ---------
            Options outstanding at December 31, 2003       1,097,492

            Options forfeited during the period               (6,000)       3.19

            Options expired during the period               (431,992)       3.19
                                                           ---------
            Options outstanding at September 30, 2004        659,500
                                                           =========

            Options exercisable December 31, 2003          1,097,492        1.90

            Options available for future grant
            December 31, 2003                             20,013,000

            Options exercisable September 30, 2004           659,500        1.53

            Options available for future grant
            September 30, 2004                            20,450,992

      b)    Range of Exercise Prices at September 30, 2004

<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>           <C>
                  $2.78 - $3.25      224,500    0.50 year            $3.15       224,500       $3.15
                  $1 and under       435,000   1.58 years            $0.70       435,000       $0.70
</TABLE>

      c) Pro-forma net income

      At September 30, 2004, the Company has five stock-based employee
      compensation plans, which are described more fully in Note 13(d). The
      Company accounts for those plans under the recognition and measurement
      principles of APB Opinion No.25, Accounting for Stock Issued to Employees,
      and related Interpretations. No stock-based employee compensation cost is
      reflected in net income, as all options granted under those plans had an
      exercise price equal to the market value of the underlying common stock on
      the date of grant. The following table illustrates the effect on net
      income and earnings per share if the Company had applied the fair value
      recognition provisions of FASB Statement No. 123 Accounting for
      Stock-Based Compensation, to stock-based employee compensation. SFAS
      No.123 was amended by SFAS No. 148 which requires more prominent
      disclosure of stock based compensation.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

<TABLE>
<CAPTION>
                                        Three Months Ended Sept 30,   Nine Months Ended Sept 30,
                                              2004            2003          2004            2003
                                              ----            ----          ----            ----
<S>                                     <C>             <C>           <C>             <C>
      Net loss as reported              (1,039,732)     (1,857,832)   (2,667,350)     (7,158,690)
      Deduct:  Total stock-based
      employee compensation expense
      determined under fair value
      based method for all awards net
      of related tax effects                    --         (20,858)       (1,895)        (85,114)
                                        ----------      ----------    ----------      ----------

      Pro forma net loss                (1,039,732)     (1,878,690)   (2,669,245)     (7,243,804)
                                        ==========      ==========    ==========      ==========

      Loss per share:
      Basic and diluted loss per
      share, as reported                     (0.00)          (0.00)        (0.00)          (0.02)
                                        ==========      ==========    ==========      ==========

      Pro forma loss per share               (0.00)          (0.00)        (0.00)          (0.02)
                                        ==========      ==========    ==========      ==========
</TABLE>

      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
      Expected dividends                              -----------
      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                              -----------

      There were no option grants in the nine months ended September 30, 2004.
      There were no option grants in the year ended December 31, 2003.

4.    ACCOUNTS RECEIVABLE

<TABLE>
<CAPTION>
                                              September 30, 2004    December 31, 2003
                                              ------------------    -----------------
<S>                                                    <C>                  <C>
                                                               $                    $
      Accounts receivable                              2,344,472            1,952,908
      Less: Allowance for doubtful accounts             (184,073)            (186,847)
                                              ------------------    -----------------
                                                       2,160,399            1,766,061
                                              ==================    =================

      Allowance for doubtful accounts
      Balance, beginning of period                       188,217              236,793
      Provision                                            1,500               44,359
      Recoveries                                          (5,644)             (94,305)
                                              ------------------    -----------------
      Balance, end of period                             184,073              186,847
                                              ==================    =================
</TABLE>

5.    PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                                  September 30, 2004             December 31, 2003
                                        --------------------------------------   -----------------
                                                      ACCUMULATED
                                              COST   AMORTIZATION          NET                 NET
                                                 $              $            $                   $
<S>                                     <C>            <C>          <C>                 <C>
      Furniture and equipment              507,425        372,334      135,091             162,544
      Computer equipment and software    5,388,579      4,602,078      786,501           1,014,540
      Leasehold improvements                92,516         88,504        4,012               5,667
                                        ----------     ----------   ----------          ----------

                                         5,988,520      5,062,916      925,604           1,182,751
                                        ==========     ==========   ==========          ==========

      Assets under capital lease           477,369        475,869        1,500              25,464
                                        ==========     ==========   ==========          ==========
</TABLE>
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      Amortization of property and equipment for the nine months ended September
      30, 2004 amounted to $300,756 including amortization of assets under
      capital lease of $27,181.

      Amortization of property and equipment for the year ended December 31,
      2003 amounted to $541,309 including amortization of assets under capital
      lease of $67,875.

6.    INVESTMENT IN NON-RELATED COMPANIES

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

                                      September 30, 2004       December 31, 2003
                                      ------------------       -----------------
                                                       $                       $
      Conexys                                          1                       1
      Digital Cement                              45,668                  45,668
                                                  ------                  ------

      Total                                       45,669                  45,669
                                                  ======                  ======

      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.

      Effective February 26, 2003, the common shares of Conexys were temporarily
      suspended from trading on the Bermuda Stock Exchange as it does not have
      adequate sources of funding for its immediate operating requirements and
      is currently investigating various options to retain and maximize
      shareholder value including the restructuring of its debt and refinancing
      of the Company.

      At December 31, 2002, the Company wrote down its investment by $667,510 to
      a carrying value of $1. The write down was considered a permanent decline
      in value and as such was recorded as a charge to operations.

      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 was adjusted to $346,415 with a charge
      of $161,450 to comprehensive income. During 2002, the fair value was
      adjusted to $45,668 with a charge of $300,747 to comprehensive income.

      During 2003, the Company collected a long-term receivable in the amount of
      $53,924, owed by Digital Cement.

7.    GOODWILL

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

<TABLE>
<CAPTION>
                                                 September 30, 2004                    December 31, 2003
                                  --------------------------------------------------   -----------------
                                                             ACCUMULATED
                                               ACCUMULATED    IMPAIRMENT
                                       COST   AMORTIZATION        LOSSES         NET                 NET
                                          $              $             $                               $
<S>                               <C>              <C>         <C>         <C>                 <C>
      IT Recruitment
      (Systemsearch Consulting
      Services)                     448,634        303,337       145,297          --                  --

      Technical Publications &
      Engineering (CadCam Inc.)   5,518,858        535,164     1,234,962   3,748,732           3,748,732
                                  ---------      ---------     ---------   ---------           ---------

                                  5,967,492        838,501     1,380,259   3,748,732           3,748,732
                                  =========      =========     =========   =========           =========
</TABLE>
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      Effective January 1, 2002, the Company adopted SFAS No. 142, Goodwill and
      Other Intangible Assets. This statement requires the Company to evaluate
      the carrying value of goodwill and intangible assets based on assumptions
      and estimates of fair value and future cash flow information. These
      assumptions reflect management's best estimates and 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 the Company's earnings.

      At December 31, 2003, the Company performed its annual impairment test for
      goodwill and determined that no adjustment to the carrying value of
      goodwill was needed.

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

8.    OTHER ASSET

<TABLE>
<CAPTION>
                                              September 30, 2004    December 31, 2003
                                              ------------------    -----------------
                                                               $                    $
<S>                                                       <C>                  <C>
      Cash surrender value of life insurance              58,765               53,321
                                                          ------               ------

      Total                                               58,765               53,321
                                                          ======               ======
</TABLE>

      Amortization of other assets amounted to nil for the nine months ended
      September 30, 2004 and the year ended December 31, 2003.

9.    RECEIVABLE DISCOUNT FACILITY

      i) September 30, 2004

      At September 30, 2004, the Company had a receivable discount facility in
      the amount of $615,835 with Morrison Financial Services Limited which
      allowed the Company to borrow up to 75% of the value of qualified accounts
      receivables to a maximum of $1,500,000, bearing interest at 30% per annum.

      ii) December 31, 2003

      At December 31, 2003, the Company had a receivable discount facility in
      the amount of $1,130,000 with Morrison Financial Services Limited which
      allowed the Company to borrow up to 75% of the value of qualified accounts
      receivables to a maximum of $3,000,000, bearing interest at 30% per annum.

10.   CONVERTIBLE DEBENTURE

      Pursuant to a share purchase agreement dated December 5, 2002, the Company
      entered into an agreement (the "12% Senior Secured Convertible Debenture
      Agreement"), with a syndicate of investors for debentures of up to
      $3,000,000. The first debenture of $800,000 was purchased together with
      50,285,714 warrants on closing. The debenture will become due twelve
      months from the date of issuance. The investors will have the right to
      acquire up to $800,000 worth of the Company's common stock at a price the
      lesser of $.0175 or 50% of the average of the three lowest prices on three
      separate trading days during the sixty-day trading period prior to
      conversion. The warrants are exercisable at any time and in any amount
      until December 5, 2009 at a purchase price of $.0175 per share. The
      Company is required to pay interest to the debenture holder on the
      aggregate unconverted and outstanding principal amount of the debenture at
      the rate of 12% per annum, payable on each conversion date and maturity
      date in cash or shares of common stock. On June 30, 2003 and July 22,
      2003, 12,571,428 of these warrants were repriced from $.0175 to $.00137
      per share. On October 14, 2003, 12,571,428 of these warrants were repriced
      from $.00137 to $.00075 per share. On June 18, 2004, 1,142,857 of these
      warrants were repriced from $.00075 to $.00025 per share.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      On December 18, 2002, the Company entered into a share purchase agreement
      with Tazbaz Holdings Limited for the issuance and sale by the Company of a
      $100,000 principal amount Convertible Debenture and 5,625,000 warrants to
      purchase shares of the Company's common stock. The debenture will become
      due twelve months from the date of issuance. Tazbaz Holdings Limited will
      have the right to acquire up to $100,000 worth of our common stock at a
      price the lesser of $.0175 or 50% of the average of the three lowest
      prices on three separate trading days during the sixty-day trading period
      prior to conversion. The warrants are exercisable at any time and in any
      amount until December 18, 2009 at a purchase price of $.0175 per share.
      The Company is required to pay interest to Tazbaz Holdings Limited on the
      aggregate unconverted and outstanding principal amount of the debenture at
      the rate of 12% per annum, payable on each conversion date and maturity
      date in cash or shares of common stock. On April 7, 2004, all of these
      warrants were repriced from $.0175 to $.0004 per share.

      The proceeds of $900,000 received by the Company in 2002 were allocated
      between the warrants and the debenture without warrants on a pro rata
      basis. Paid in capital has been credited by the value of the warrants in
      the amount of $707,050. The value of the beneficial conversion feature was
      determined to be $2,898,328 which was credited to paid in capital and
      charged to earnings as interest expense in 2002.

      During the year ended December 31, 2003, the Company sold an additional
      $2,075,000 in convertible debentures along with 770,033,457 warrants. The
      debentures will become due twelve months from the date of issuance. The
      investors will have the right to acquire up to $2,075,000 worth of the
      Company's common stock at a price the lesser of $.0175 or 50% of the
      average of the three lowest prices on three separate trading days during
      the sixty-day trading period prior to conversion. The warrants are
      exercisable at any time and in any amount for a period of seven years from
      closing at purchase prices ranging from $.0175 to $.00075 per share. The
      Company is required to pay interest to the debenture holder on the
      aggregate unconverted and outstanding principal amount of the debenture at
      the rate of 12% per annum, payable on each conversion date and maturity
      date in cash or shares of common stock. On April 7, 2004, 11,999,999 of
      these warrants were repriced from $.0175 to $.0004 per share. On June 18,
      2004, 279,324,980 of these warrants were repriced from $.00075 to $.00025
      per share.

      The proceeds of $2,075,000 received by the Company in 2003 were allocated
      between the warrants and the debenture without warrants on a pro rata
      basis. Paid in capital has been credited by the value of the warrants in
      the amount of $1,150,625.

      At December 31, 2003, the value of the beneficial conversion feature on
      all issued convertible debentures was determined to be $6,865,928 which
      was credited to paid in capital and charged to earnings as interest
      expense.

      On January 8, 2004, the Company sold an additional $25,000 in convertible
      debentures along with 1,428,571 warrants pursuant to the share purchase
      agreement (the "12% Senior Secured Convertible Debenture Agreement") dated
      December 5, 2002. The debentures will become due twelve months from the
      date of issuance. The investors will have the right to acquire up to
      $25,000 worth of the Company's common stock at a price the lesser of
      $.0175 or 50% of the average of the three lowest prices on three separate
      trading days during the sixty-day trading period prior to conversion. The
      warrants are exercisable at any time and in any amount for a period of
      seven years from closing at a purchase price of $.0175 per share. The
      Company is required to pay interest to the debenture holder on the
      aggregate unconverted and outstanding principal amount of the debenture at
      the rate of 12% per annum, payable on each conversion date and maturity
      date in cash or shares of common stock. On April 7, 2004 all of these
      warrants were repriced from $.0175 to $0.0004 per share

      On March 25, 2004, the Company entered into a new share purchase agreement
      with Bristol Investment Fund, Ltd. for the issuance and sale by the
      Company of debentures of up to $1,000,000. The first debenture of $350,000
      was purchased together with 924,000,000 warrants on closing. The debenture
      will become due twelve months from the date of issuance. Bristol will have
      the right to acquire up to $350,000 worth of the Company's common stock at
      a price the lesser of $.0175 or 50% of the average of the three lowest
      prices on three separate trading days during the sixty-day trading period
      prior to conversion. The warrants are exercisable at any time and in any
      amount until March 25, 2011 at a purchase price of $.000417 per share. The
      Company is required to pay interest to Bristol on the aggregate
      unconverted and outstanding principal amount of the debenture at the rate
      of 12% per annum, payable on each conversion date and maturity date in
      cash or shares of common stock. On June 18, 2004, all of these warrants
      were repriced from $.000417 to $.00025 per share.

      On March 29, 2004, the Company entered into a new share purchase agreement
      with Tazbaz Holdings Limited for the issuance and sale by the Company of a
      $100,000 principal amount Convertible Debenture and 250,000,000 warrants
      to purchase shares of the Company's common stock. The debenture will
      become due twelve months from the date of issuance. Tazbaz Holdings
      Limited will have the right to acquire up to $100,000 worth of the
      Company's common stock at a price the lesser of $.0175 or 50% of the
      average of the three lowest prices on three separate trading days during
      the sixty-day trading period prior to conversion. The warrants are
      exercisable at any time and in any amount until March 29, 2011 at a
      purchase price of $.0004 per share. The Company is required to pay
      interest to Tazbaz Holdings Limited on the aggregate unconverted and
      outstanding principal amount of the debenture at the rate of 12% per
      annum, payable on each conversion date and maturity date in cash or shares
      of common stock.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      On May 20 and June 18, 2004, the Company sold an additional $400,000 in
      convertible debentures together with 1,682,352,942 warrants to Bristol
      Investment Fund, Ltd. pursuant to the March 25, 2004 share purchase
      agreement. The debentures will become due twelve months from the date of
      issuance. Bristol will have the right to acquire up to $400,000 worth of
      the Company's common stock at a price the lesser of $.0175 or 50% of the
      average of the three lowest prices on three separate trading days during
      the sixty-day trading period prior to conversion. The warrants are
      exercisable at any time and in any amount for a period of seven years from
      closing at a purchase price of $.00025 per share. The Company is required
      to pay interest to Bristol on the aggregate unconverted and outstanding
      principal amount of the debenture at the rate of 12% per annum, payable on
      each conversion date and maturity date in cash or shares of common stock.

      On May 24, 2004 and June 18, 2004, the Company entered into new share
      purchase agreements with Tazbaz Holdings Limited for the issuance and sale
      by the Company of $300,000 principal amount Convertible Debentures and
      1,157,142,857 warrants to purchase shares of the Company's common stock.
      The debentures will become due twelve months from the date of issuance.
      Tazbaz Holdings Limited will have the right to acquire up to $300,000
      worth of the Company's common stock at a price the lesser of $.0175 or 50%
      of the average of the three lowest prices on three separate trading days
      during the sixty-day trading period prior to conversion. The warrants are
      exercisable at any time and in any amount for a period of seven years from
      closing at a purchase price of $.00025 per share. The Company is required
      to pay interest to Tazbaz Holdings Limited on the aggregate unconverted
      and outstanding principal amount of the debenture at the rate of 12% per
      annum, payable on each conversion date and maturity date in cash or shares
      of common stock.

      The proceeds of $1,175,000 received by the Company in the nine months
      ended September 30, 2004 were allocated between the warrants and the
      debenture without warrants on a pro rata basis. Paid in capital has been
      credited by the value of the warrants in the amount of $871,104.

      At September 30, 2004, the value of the beneficial conversion feature on
      all issued convertible debentures was determined to be $2,413,143 which
      was credited to paid in capital and charged to earnings as interest
      expense.

11.   LONG-TERM DEBT

      i) September 30, 2004

      Effective March 25, 2004, the Company amended its loan agreement with
      Terry Lyons. The balance of accrued interest was added to the original
      principal amount of $259,356 for a new principal balance of $299,768.
      Monthly payments of $10,000 began April 5, 2004 until the full amount of
      the note, including interest is paid in full. The interest rate was
      reduced from 30% per annum to US prime plus 14%.

      ii) December 31, 2003

      At December 31, 2003, the Company had a loan balance of $259,356 with
      Terry Lyons and no principal payments had been made.

<TABLE>
<CAPTION>
                                                             September 30, 2004   December 31, 2003
                                                             ------------------   -----------------
                                                                              $                   $
<S>                                                                    <C>                  <C>
      a) Included therein:

      A loan with T. Lyons payable in monthly payments of
      $10,000 beginning April 5, 2004 and bearing interest
      at US prime plus 14% per annum. This loan is
      subordinated to Morrison Financial Services Limited               265,231             259,356

     Various capital leases with various payment
     terms and interest rates                                            11,398              33,620
                                                                         ------              ------
                                                                        276,629             292,976
     Less:  current portion                                             123,541             279,800
                                                                        -------             -------

     Total                                                             $153,088             $13,176
                                                                       ========             =======
</TABLE>
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      b) Future principal payments obligations as at September 30, 2004, were as
      follows:

            2004           32,520
            2005          128,878
            2006          115,231
            2007               --
            2008               --
                         --------
                         $276,629
                         ========

      c) Interest expense related to long-term debt was $70,475 for the nine
      months ended September 30, 2004. Interest expense related to long-term
      debt was $119,339 for the year ended December 31, 2003.

12.   NOTES PAYABLE

      a) 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. Principal
      payments of $4,000 were to be made monthly starting September 1, 2002
      until August 1, 2007. This loan is non-interest bearing.

      Also as part of the restructuring, 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.

      The Company has accounted for its modification in the terms of its notes
      payable as troubled debt restructuring. Accordingly, the Company has
      recognized a gain on the restructuring of the old debt based upon the
      difference between the total carrying value of the original debt (with any
      accrued interest) and the total future cash flows of the restructured
      debt. The gain on the restructured debt, included in expenses in the
      consolidated statement of operations is as follows:

            Old debt
              Principal balance                                       $ 675,000
              Accrued interest                                               --
                                                                      ---------
              Carrying value                                            675,000

              Common stock issued (2,631,185 shares at $0.0942)        (247,858)
              Principle balance of new debt                            (240,000)
              Interest (payable through maturity)                            --
                                                                      ---------
              Gain on restructured debt                               $ 187,142
                                                                      =========

      All future cash payments under the modified terms will be accounted for as
      reductions of note payable and no interest expense will be recognized for
      any period between the closing date and the maturity date.

      The note is subordinated to Morrison Financial Services Limited and to the
      12% Senior Secured Convertible Debenture holders. The Company has not made
      any principal payments to Mr. Walters since December 2002 and is currently
      in default of the loan agreement. As a result of the default, the
      principal balance bears interest at 12% per annum until payment is made
      and the note is due on demand. The entire note payable has been
      reclassified as current. The Company intends to make payments as cash
      becomes available.

      b) 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 4,000,000 shares of its common stock. In
      addition a prior debt conversion of $225,000 that was to be paid in
      capital was forgiven. Principal payments of $10,000 per month were to
      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 until May 2004 and vehicle lease
      until August 2004.
<PAGE>

      The Company has accounted for its modification in the terms of its notes
      payable as troubled debt restructuring. Accordingly, the Company has
      recognized a gain on the restructuring of the old debt based upon the
      difference between the total carrying value of the original debt (with any
      accrued interest) and the total future cash flows of the restructured
      debt. The gain on the restructured debt, included in expenses in the
      consolidated statement of operations is as follows:

            Old debt
              Principal balance                                      $1,740,536
              Accrued interest                                               --
              Capital stock payable                                     225,000
                                                                     ----------

              Carrying value                                          1,965,536

              Common stock issued (4,000,000 shares at $0.0942)        (376,800)
              Principle balance of new debt                            (600,000)
              Interest, insurance and vehicle lease costs               (98,987)
                                                                     ----------
              Gain on restructured debt                              $  889,749
                                                                     ==========

      All future cash payments under the modified terms will be accounted for as
      reductions of note payable and no interest, insurance or vehicle expense
      will be recognized for any period between the closing date and the
      maturity date.

      The note is secured under a general security agreement but is subordinated
      to Morrison Financial Services Limited and to the 12% Senior Secured
      Convertible Debenture holders. The Company has not made any principal
      payments to Ms. Dunne-Fushi since December 2002 and is currently in
      default of the loan agreement. As a result of the default, Ms. Dunne-Fushi
      has the option of enforcing the security she holds and therefore the
      entire note payable has been reclassified as current. The Company intends
      to make further payments as cash becomes available.

                                          September 30, 2004   December 31, 2003
                                          ------------------   -----------------
                                                           $                   $
            Note Payable to Roger Walters            224,000             224,000
            Note Payable to Denise Dunne             629,491             635,936
                                                     -------             -------
                                                     853,491             859,936
            Less: current portion                    853,491             859,936
                                                     -------             -------

            Total                                         --                  --
                                                     =======             =======

13.   CAPITAL STOCK

      a) Authorized

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

      b) Issued

      On January 24, 2003, the Company amended its Articles of Incorporation to
      increase its authorized common stock from 100,000,000 to 800,000,000.

      On October 2, 2003, the Company amended its Articles of Incorporation to
      increase its authorized common stock from 800,000,000 to an unlimited
      number of shares.

      During the year ended December 31, 2003, the Company issued 16,997,854
      shares of its common stock in settlement of various accounts payable and
      liabilities in the amount of $449,333. This amount includes 12,427,535
      shares of common stock, no par value per share, issued and registered on
      January 28, 2003 to Declan A. French, the Company's Chief Executive
      Officer, pursuant to an amendment to his employment agreement. Also
      included are 2,423,744 shares of common stock, no par value per share,
      issued to an employee as a signing bonus pursuant to his employment
      agreement. The Company also issued 2,146,575 shares to Vantage Point
      Capital, an investor relations firm, in settlement of accounts payable.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      During the year ended December 31, 2003, the Company issued 10,980,000
      shares of its common stock and warrants as payment for a variety of
      services in the amount of $226,500. This includes 4,000,000 shares of
      common stock, no par value per share, issued to Rainery Barba pursuant to
      a consulting agreement with the Company dated February 7, 2003 for
      provision of legal and advisory services for a period of one year. Also
      included, are 4,200,000 shares of common stock, no par value per share
      issued to Dailyfinancial.com Inc. pursuant to a consulting agreement with
      the Company dated February 7, 2003 for the provision of corporate
      consulting services in connection with mergers and acquisitions, corporate
      finance and other financial services. The Company also issued 2,780,000
      shares and warrants to various parties in consideration of financial
      services rendered.

      During the year ended December 31, 2003 the Company issued 121,184,669
      shares of its common stock to the 12% Senior Secured Convertible Debenture
      Holders on the exercise of warrants.

      During the year ended December 31, 2003, the Company issued 2,521,818,621
      shares of its common stock upon the conversion of 12% Senior Secured
      Convertible Debentures in the amount of $2,309,712.

      During the nine months ended September 30, 2004, the Company issued
      250,197,488 shares of common stock, no par value per share, in
      consideration of consulting services in the amount of $175,336. This
      includes 250,000,000 shares of common stock, no par value per share,
      issued to Jeffrey Flannery pursuant to a consulting agreement with the
      Company dated May 26, 2004 for the provision of marketing and business
      development consulting services for a period of one year.

      During the nine months ended September 30, 2004, the Company issued
      4,403,515,333 shares of its common stock upon the conversion of 12% Senior
      Secured Convertible Debentures in the amount of $776,400.

      c) 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 which were 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: (a) repriced warrants to purchase up to
      100,000 shares of its common stock, which warrants weres issued to a
      certain investor in the April 2000 private placement offering of Series B
      8% Cumulative Preferred Stock, so that such warrants are exercisable at
      any time until April 16, 2005 at a new purchase price of $1.00 per share;
      (b) repriced warrants to purchase an aggregate of up to 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.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      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 is 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.

      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 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. As of December
      31, 2003, all 723,436 warrants issued in connection with the purchase of
      the Series C Preferred Stock remain outstanding and none have been
      exercised.

      On May 24, 2002, the Company entered into an agreement with Tazbaz
      Holdings Limited, pursuant to which Tazbaz securitized an overdraft
      position of the Company with Bank One in the amount of $650,000 until the
      Bank's repayment on December 5, 2002. Pursuant to this agreement the
      Company issued 10,000,000 warrants; 6,000,000 of which are exercisable at
      any time and in any amount until November 15, 2009 at a purchase price of
      $.08 per share, and 4,000,000 of which are exercisable at any time and in
      any amount until November 15, 2009 at a purchase price of $.04 per share.

      On October 1, 2002, the Company entered into consulting agreements with a
      group of seven consultants with expertise in restructuring, financing,
      legal and management services for one-year terms to assist the Company
      with its restructuring and refinancing efforts. In consideration for such
      services the Company issued 10,600,000 warrants which are exercisable at
      any time and in any amount until September 30, 2003 at a purchase price of
      $.025 per share. As of December 31, 2003, 7,200,000 warrants had been
      exercised with net proceeds of $192,500.

      On December 5, 2002, the Company issued 50,285,714 warrants to holders of
      the 12% Senior Secured Convertible Debentures which are exercisable at any
      time and in any amount until December 5, 2009 at a purchase price of
      $.0175 per share. On June 30, 2003 and July 22, 2003, 12,571,428 of these
      warrants were repriced from $.0175 to $.00137 per share. On October 14,
      2003, 12,571,428 of these warrants were repriced from $.00137 to $.00075
      per share. On June 18, 2004, 1,142,857 of these warrants were repriced
      from $.00075 to $.00025 per share.

      Pursuant to the December 18, 2002 convertible debenture, the Company
      issued 5,625,000 warrants to Tazbaz Holdings Limited, which are
      exercisable at any time and in any amount until December 18, 2009 also at
      a purchase price of $0.175 per share. On April 7, 2004, all of these
      warrants were repriced from $.0175 to $.0004 per share.

      During the year ended December 31, 2003, the Company issued 770,033,457
      warrants to holders of the 12% Senior Secured Convertible Debentures which
      are exercisable at any time and in any amount for seven years from the
      date of closing at purchase prices ranging from $.0175 to $.00075 per
      share. On June 30, 2003, 45,714,286 of these warrants were repriced from
      $.0175 to $.00875 per share. On October 14, 2003, 314,576,307 of these
      warrants were repriced from $.00137 to $.00075 per share. On April 7,
      2004, 11,999,999 of these warrants were repriced from $.0175 to $.0004 per
      share. On June 18, 2004, 279,324,980 of these warrants were repriced from
      $.00075 to $.00025 per share.

      On January 8, 2004, the Company sold issued 1,428,571 warrants to holders
      of the 12% Senior Secured Convertible Debentures which are exercisable at
      any time and in any amount for seven years from the date of closing at a
      purchase price of $.0175 per share. On April 7, 2004 all of these warrants
      were repriced from $.0175 to $0.0004 per share

      On March 25, 2004, the Company issued 924,000,000 warrants to Bristol
      Investment Fund, Ltd. which are exercisable at any time and in any amount
      until March 25, 2011 at a purchase price of $.000417 per share. On June
      18, 2004, all of these warrants were repriced from $.000417 to $.00025 per
      share.

      On March 25, 2004 the Company issued 250,000,000 warrants to Tazbaz
      Holdings Limited, which are exercisable at any time and in any amount
      until March 29, 2011 at a purchase price of $0.0004 per share.

      On May 20 and June 18, 2004, the Company issued 1,682,352,942 warrants to
      Bristol Investment Fund, Ltd. which are exercisable at any time and in any
      amount for a period of seven years from closing at a purchase price of
      $.00025 per share.

      On May 24, 2004 and June 18, 2004, the Company issued 1,157,142,857
      warrants to Tazbaz Holdings Limited which are exercisable at any time and
      in any amount for a period of seven years from closing at a purchase price
      of $.00025 per share.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      d) Stock Options

      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. In October 2003, the
      directors of the Company adopted and the stockholders approved the
      adoption of the Company's 2003 Stock Option Plan which provides for the
      issuance of 20,000,000 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.

      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.

14.   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:

<TABLE>
<CAPTION>
                                                      September 30, 2004    December 31, 2003
                                                      ------------------    -----------------
                                                                       $                    $
<S>                                                           <C>                  <C>
      Tax values of depreciable assets in excess of
      accounting values                                          498,000                   --
      Losses available to offset future income taxes           3,260,400            4,046,200
      Share issue costs                                          115,154              115,154
                                                              ----------              -------
                                                               3,873,554            4,161,354
      Less: Valuation allowance                               (3,873,554)          (4,161,354)
                                                              ----------           ----------
                                                                      --                   --
                                                              ==========           ==========
</TABLE>

      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:

<TABLE>
<CAPTION>
                                                     September 30, 2004    December 31, 2003
                                                     ------------------    -----------------
                                                                      $                    $
<S>                                                          <C>                  <C>
      Amount calculated at Federal and Provincial
      statutory rates                                        (1,058,787)          (3,704,770)
                                                             ----------           ----------

      Increase resulting from:
      Permanent and other differences                         1,366,985            2,978,164
      Valuation allowance                                      (287.816)             756,326
                                                             ----------           ----------
                                                              1,080,519            3,734,490
                                                             ----------           ----------
      Current income taxes                                       21,732               29,720
                                                             ==========           ==========
</TABLE>

      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. The Company has not reflected the benefit
      of utilizing non-capital losses totaling approximately $8,200,000 or a
      capital loss totaling $750,000 in the future as a deferred tax asset as at
      September 30, 2004. As at the completion of the September 30, 2004
      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.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

15.   COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
                                                    Nine Months Ended
                                                   September 30, 2004    December 31, 2003
                                                   ------------------    -----------------
                                                                    $                    $
<S>                                                        <C>                  <C>
      Net loss                                             (2,667,350)          (9,033,628)
      Other comprehensive loss
         Foreign currency translation adjustments              (9,812)            (238,168)
                                                              -------            ---------

      Comprehensive loss                                   (2,677,162)          (9,271,796)
                                                          ===========          ===========
</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.

16.   DISCONTINUED OPERATIONS

      Effective March 8, 2002, the Company sold its technology division, Njoyn
      Software Incorporated to Cognicase Inc., a Canadian company. As part of
      the transaction, Cognicase assumed all of the staff in the Company's
      technology division, including the employees of TidalBeach Inc. The
      Company will not have future revenues from either its Njoyn or Secondwave
      products and therefore the technology operations have been reported as
      discontinued. There was no technology revenue for the three months ended
      September 30, 2004 and 2003. The net loss for the three months ended
      September 30 was $1,200 in 2004 and $12,000 in 2003. There was no
      technology revenue for the six months ended September 30, 2004 and 2003.
      The net loss for the nine months ended September 30, was $3,900 in 2004
      and $24,000 in 2003.

      Effective May 1, 2002, the Company signed an agreement with triOS Training
      Centres Limited, an Ontario company, for the purchase of certain assets of
      the Toronto training division, Thinkpath Training for a nominal amount of
      cash and the assumption of all prepaid training liabilities. As part of
      the transaction, triOS assumed the Toronto training staff and is
      subletting the classroom facilities.

      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 the 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 assumed the New York
      training staff, some assets and is subletting the classroom facilities.

      As a result of these two transactions, the Company will not have future
      revenues from its training division and therefore the operations have been
      reported as discontinued.

      There was no training revenue for the three months ended September 30,
      2004 and 2003. The net loss from the training division for the three
      months ended September 30, 2004 was $14,000 compared to $30,000 in 2003.
      There was no training revenue for the nine months ended September 30, 2004
      and $162,000 in 2003. The net loss from the training division for the nine
      months ended September 30, 2004 was $39,000 compared to net income of
      $64,000 in 2003.

      Effective June 27, 2003, the Company signed an agreement with
      Brainhunter.com Ltd., an Ontario company, for the purchase of certain
      assets of the Toronto IT recruitment division for a nominal amount of cash
      and the assumption of all employee liabilities. As a result of this
      transaction, the Company will not have future revenues from its IT
      recruitment division and therefore the operations have been reported as
      discontinued.

      There was no IT recruitment revenue for the three months ended September
      30, 2004 and $18,000 in 2003. Net income from the IT recruitment division
      for the three months ended September, 2004 was nil compared to a net loss
      of $8,000 in 2003. There was no IT recruitment revenue for the nine months
      ended September 30, 2004 and $1,440,000 in 2003. Net income from the IT
      recruitment division for the nine months ended September 30, 2004 was nil
      and $3,000 in 2003.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      The following table presents the revenues, loss from operations and other
      components attributable to the discontinued operations of Njoyn Software
      Incorporated, TidalBeach Inc., Thinkpath Training Inc. and Thinkpath
      Training US Inc. and the IT recruitment division for the three months and
      nine months ended September 30:

<TABLE>
<CAPTION>
                                            Three Months Ended September 30,   Nine Months Ended September 30,
                                            -------------------------------    ------------------------------
                                                        2004           2003              2004            2003
                                                           $              $                 $               $
<S>                                                  <C>            <C>               <C>           <C>
      Revenues                                            --         17,666                --       1,606,533
                                                    --------       --------          --------       ---------

      Income (loss) from operations
      before income taxes                            (14,091)       (48,762)          (40,814)         44,593

      Provision for Income Taxes                       1,050            300             1,350             925

      Gain on disposal of IT Recruitment
      Division                                            --             --                --         190,627
                                                    --------       --------          --------       ---------

      Income (loss) from discontinued
      operations                                     (15,141)       (49,062)          (42,164)        234,295
                                                    ========       ========          ========       =========
</TABLE>

17.   SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

      The Company issued common shares and warrants for the following:

                                      Nine Months Ended
                                     September 30, 2004      December 31, 2003
                                     ------------------      -----------------
                                                      $                      $
      Services rendered                         175,336                226,500
      Accounts payable                               --                449,333
                                                -------                -------
                                                175,336                675,833
                                                =======                =======

18.   SEGMENTED INFORMATION

      a) Sales by Geographic Area

<TABLE>
<CAPTION>
                                     Three Months Ended September 30,   Nine Months Ended September 30,
                                     -------------------------------    ------------------------------
                                                2004            2003              2004            2003
                                                ----            ----              ----            ----
                                                   $               $                 $               $
<S>                                        <C>             <C>               <C>             <C>
      Canada                                 216,620         224,222           561,796         387,742
      United States of America             2,909,279       2,425,459         8,945,988       7,223,931
                                           ---------       ---------         ---------       ---------

                                           3,125,899       2,649,681         9,507,784       7,611,673
                                           =========       =========         =========       =========
</TABLE>

      b) Net Income (Loss) by Geographic Area

<TABLE>
<CAPTION>
                                     Three Months Ended September 30,   Nine Months Ended September 30,
                                                2004            2003              2004            2003
                                                ----            ----              ----            ----
                                                   $               $                 $               $
<S>                                       <C>             <C>               <C>             <C>
      Canada                              (1,401,376)     (1,995,967)       (3,794,145)     (7,536,146)
      United States of America               361,644         138,135         1,126,795         377,456
                                          ----------      ----------        ----------      ----------

                                          (1,039,732)     (1,857,832)       (2,667,350)     (7,158,690)
                                          ==========      ==========        ==========      ==========
</TABLE>

      c) Identifiable Assets by Geographic Area

<TABLE>
<CAPTION>
                                                  September 30, 2004                 December 31, 2003
                                                  ------------------                 -----------------
                                                                   $                                 $
<S>                                                        <C>                               <C>
      Canada                                               1,157,716                         1,369,904
      United States of America                             6,164,771                         6,038,685
                                                           ---------                         ---------

                                                           7,322,487                         7,408,589
                                                           =========                         =========
</TABLE>
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      d) Revenue and Gross Profit by Operating Segment

<TABLE>
<CAPTION>
                                     Three Months Ended September 30,   Nine Months Ended September 30,
                                                2004            2003              2004            2003
                                                ----            ----              ----            ----
                                                   $               $                 $               $
<S>                                       <C>             <C>               <C>             <C>
      Revenue
        Tech Pubs and Engineering          3,080,571       2,544,152          9,328,681      7,271,146
        IT Documentation                      45,318         105,529            179,103        340,527
                                          ----------      ----------        ----------      ----------

                                           3,125,899       2,649,681          9,507,784      7,611,673
                                          ==========      ==========        ==========      ==========

      Gross Profit
        Tech Pubs and Engineering          1,134,944         854,889          3,381,567      2,386,039
        IT Documentation                       9,448          23,931             37,094         71,167
                                          ----------      ----------        ----------      ----------

                                           1,144,392         878,820          3,418,661      2,457,206
                                          ==========      ==========        ==========      ==========
</TABLE>

      e) Revenues from Major Customers

      The consolidated entity had the following revenues from major customers:

      For the three and nine months ended September 30, 2004, one customer had
      sales of $1,008,468 and $2,965,921 representing approximately 33% and 31%
      of total revenue.

      For the year ended December 31, 2003, one customer had sales of
      $1,568,232, representing approximately 15% of total revenue.

      f) Purchases from Major Suppliers

      There were no significant purchases from major suppliers.

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 September 30,   Nine Months Ended September 30,
                                                        2004              2003             2004             2003
                                                        ----              ----             ----             ----
                                                           $                 $                $                $
<S>                                            <C>                 <C>            <C>                <C>
      NUMERATOR
      Net loss from continuing operations         (1,024,591)       (1,808,770)      (2,625,186)      (7,392,985)

      Income (loss) from discontinued
      operations                                     (15,141)          (49,062)         (42,164)          234,295
                                               -------------       -----------    -------------      -----------

      Net loss                                    (1,039,732)       (1,857,832)      (2,667,350)      (7,158,690)
                                               =============       ===========    =============      ===========

      DENOMINATOR
      Weighted Average common stock
      outstanding                              5,601,027,960       448,877,336    4,200,637,587      290,295,250
                                               =============       ===========    =============      ===========

      Basic and diluted loss per common
      share from continuing operations                 (0.00)            (0.00)           (0.00)           (0.03)
                                               =============       ===========    =============      ===========

      Basic and diluted loss per common
      share after discontinued operations              (0.00)            (0.00)           (0.00)           (0.02)
                                               =============       ===========    =============      ===========

      Average common stock outstanding         5,601,027,960       448,877,336    4,200,637,587      290,295,250
      Average common stock issuable                       --                --               --               --
                                                          --                --               --               --

      Average common stock outstanding
      assuming dilution                        5,601,027,960       448,877,336    4,200,637,587      290,295,250
                                               =============       ===========    =============      ===========
</TABLE>
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      The outstanding options and warrants as detailed in note 13 were not
      included in the computation of the diluted earnings per common share as
      the effect would be anti-dilutive.

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

      As of November 19, 2004, the Company has issued a total of 7,028,133,955
      shares of its common stock to the convertible debenture holders upon the
      conversion of $3,291,400 of debentures and accrued interest.

20.   COMMITMENTS AND CONTINGENCIES

      a)    Lease Commitments

      Minimum payments under operating leases for premises occupied by the
      Company and its subsidiaries offices, located throughout Ontario, Canada
      and the United States, exclusive of most operating costs and realty taxes,
      as at September 30, 2004, for the next five years are as follows:

                     2004        $110,480
                     2005         345,303
                     2006         119,715
                     2007         119,715
                     2008          39,905
               Thereafter              --
                                 --------
                                 $735,118
                                 ========

      The lease commitments do not include two operating leases for premises
      that the Company is currently sub leasing to the purchasers of the
      Canadian and United States training divisions. If the purchasers were to
      default on payment or abandon the premises, the Company would be liable
      for annual payments of$282,096 expiring August 31, 2006 and $150,534
      expiring September 30, 2010.

      The lease commitments do not include an operating lease for premises
      located in the United States that was closed in the fourth quarter of
      2002. The Company has not made any payments on this lease since the
      premises were abandoned. The Company does not intend to make any further
      payments and the lessor has not tried to enforce payment. The Company may
      be liable for a lease balance of $44,597which expires November 30, 2004.

      b) On October 1, 2003, SITQ National Inc. ("SITQ'), a former landlord,
      filed a statement against the Company and its Directors, with the Superior
      Court of Justice of Ontario, Canada, Court File No. 03-CV-256327CM3,
      demanding payment of rent arrears of approximately $760,000 and alleging
      damages for breach of lease for future rent in the sum of $3,250,000. The
      lease covered premises located in Ontario, Canada that were abandoned by
      the Company in April 2003. The term of the lease does not expire until
      December 31, 2010. The rent arrears of $760,000 has been accrued but
      management believes there is no merit for the breach of lease for future
      rent of $3,250,000 and accordingly has made no provision in the accounts
      or in these financial statements with respect to this matter. The Company
      intends to defend this claim vigorously.

      On October 6, 2003, the Company entered into a settlement agreement with
      the Canadian Imperial Bank of Commerce ("CIBC") in the sum of $150,000.
      This settlement was pursuant to a claim filed against Thinkpath Training
      Inc., a subsidiary of the Company, with the Superior Court of Justice of
      Ontario, Canada, Court File No. 41967, demanding payment of damages in the
      sum of $150,000 pursuant to an operating account overdraft balance. The
      settlement includes payment of the overdraft, accrued interest and legal
      fees and will be paid in monthly installments over fifteen months
      beginning October 25, 2003. At September 30, 2004, an amount of $31,120
      related to the above settlement is included in accounts payable.

      On March 17, 2004, Johnston & Associates, LLC, a South Carolina
      corporation, filed a statement against the Company with the Superior Court
      of Justice of Ontario, Canada, Court File No. C-294-04, demanding payment
      of $60,000 pursuant to a consulting agreement entered into April 2002. The
      Company intends to defend this claim vigorously.

      c) 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 AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

21.   SUBSEQUENT EVENTS

      Subsequent to September 30, 2004, the Company has issued an additional
      2,308,509,800 shares of its common stock to the convertible debenture
      holders upon the conversion of $104,900 of debentures and accrued
      interest.

      On October 14, 2004, the Company signed a letter of intent with TBM
      Technologies Inc., an Ontario Corporation which provides Design
      Engineering services, pursuant to which the Company will purchase TBM for
      approximately $250,000 payable in shares of the Company's common stock
      with price protection for a period of two years from issuance. In the
      event that the vendors seek to sell their shares in an open market
      transaction within the two years following closing and the bid price is
      less than the price of the shares on issuance, the Company will be
      obligated to issue additional shares of unregistered common stock with a
      value equal to the difference up to a maximum of $250,000. The transaction
      will be effective November 1, 2004 and is anticipated to close on November
      22, 2004.

      On November 12, 2004, the Company sold an additional $875,000 in
      convertible debentures with original issue discount (OID) together with
      4,750,000,000 warrants to a group of investors including Bristol
      Investment Fund Ltd., Alpha Capital and Tazbaz Holdings Inc. Pursuant to
      the Share Purchase Agreement, the debentures will become due twelve months
      from the date of issuance. The investors will have the right to acquire up
      to $875,000 (equal to 125% of the aggregate subscription amount of
      $700,000) worth of the Company's common stock at a price the lesser of
      $.0002 or 80% of the average of the three lowest intraday prices on three
      separate trading days during the twenty days trading period prior to
      conversion. The warrants are exercisable at any time and in any amount for
      a period of seven years from closing at a purchase price of $.0002 per
      share. The Company received $615,000 in net proceeds from the transaction.
      The proceeds were used to settle debt and litigation settlement
      obligations with the balance to be used for working capital.

      On November 12, 2004, the Company reached a settlement with SITQ National
      Inc., of the action commenced at Toronto, Ontario as Court File No.
      03-CV-256327CM3 against the Company by SITQ, in which SITQ claimed damages
      for breach of Lease for arrears of Rent, Additional Rent and other amounts
      payable pursuant to the Lease. In consideration of a monetary payment by
      the Company of approximately $261,000 and execution of a Mutual Full and
      Final Release, SITQ dismissed the aforementioned action and forgave the
      Company the balance of the rent arrears, future rents and damages of
      approximately $3,750,000.

      On November 12, 2004, the Company reached a settlement with Denise
      Dunne-Fushi with respect to the note payable to Dunne-Fushi by the Company
      in the amount of $629,491. In consideration of a monetary payment by the
      Company of $202,000 and execution of a Full and Final Release, Dunne-Fushi
      released the Company of all rights and debt held by her and forgave the
      balance of the note payable of approximately $427,491.

      On November 12, 2004, the Company reached a settlement with Roger Walters
      with respect to the note payable to Walters by the Company in the amount
      of $224,000 plus accrued interest. In consideration of a monetary payment
      by the Company of $33,600 and execution of a Full and Final Release,
      Walters released the Company of all rights and debt held by him and
      forgave the balance of the note payable and accrued interest of
      approximately $237,400.

22.   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 and 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.
<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

      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.

23.   COMPARATIVE FIGURES

      Certain figures in the September 30, 2003 financial statements have been
      reclassified to conform with the basis of presentation used at September
      30, 2004.
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS 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 engineering services including design, build,
drafting, technical publishing and documentation, and on-site engineering
support. Our customers include defense contractors, aerospace, automotive,
health care and manufacturing companies, including Lockheed Martin, General
Dynamics, General Electric, General Motors, Ford Motors, Cummins Engine, Magna,
ABB and Hill-Rom Company.

      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
<PAGE>

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, 2004, all of our investments in non-related companies
totaling $45,669 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.

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 provide the services of engineering staff on a project basis. The
services provided are defined by guidelines to be accomplished by clearly
defined milestones 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.

      Prior to the sale of our IT recruitment division, we provided the services
of information technology consultants on a contract basis and revenue was
recognized as services were performed. We also placed information technology
professionals on a permanent basis and revenue was recognized upon candidates'
acceptance of employment. If we received non-refundable upfront fees for
"retained searches", the revenue was recognized upon the candidates' acceptance
of employment.

      Prior to the sale of our training division, we provided advanced training
and certification in a variety of technologies and revenue was recognized on
delivery.

      Prior to the sale of our technology division, we licensed software in the
form of a Human Capital Management System called Njoyn. The revenue associated
with providing this software consisted 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 was based on our determination of the fair value
of the elements if they had been sold separately. The customers had the right to
choose a provider to host the software which was unrelated to us. The set-up fee
and customization revenue was recognized upon delivery of access to the software
with customization completed in accordance with milestones determined by the
contract. Revenue was recognized on a percentage of completion basis for
contracts with significant amounts of customization and clearly defined
milestones agreed to by
<PAGE>

the customer and an enforceable right to invoice and collect on a partial
completion basis. For contracts that required significant customization, without
clearly defined milestones, and an inability to estimate costs, revenue was
reflected on a completed contract basis. Substantial completion was determined
based on customer acceptance of the software.

      Prior to the sale of our technology division, we also signed contracts for
the customization or development of SecondWave, an internet development software
in accordance with specifications of our clients. The project plan defined
milestones to be accomplished and the costs associated. These amounts were
billed as they were accomplished and revenue was recognized as the milestones
were reached. The work in progress for costs incurred beyond the last
accomplished milestone was reflected at the period end. The contracts did not
include any post-contract customer support. Additional customer support services
were provided at standard daily rates, as services were required.

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 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.

      At December 31, 2003, we performed our annual impairment test for goodwill
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 of
2002, 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.

      During the fourth quarter of 2002, the IT recruitment unit experienced
further decline, indicating impairment. The fair value of the unit was estimated
using the expected present value of future cash flows. At December 31, 2002, a
further goodwill impairment loss of $87,489 was recognized.
<PAGE>

      The Technical Publications and Engineering unit was also tested for
impairment in the fourth quarter of 2002, as operating profits, cash flows and
forecasts were lower than expected. At December 31, 2002, a goodwill impairment
loss of $1,234,962 was recognized. 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 fourth quarter of each
year.

FOREIGN CURRENCY TRANSLATION

      The books and records of our Canadian operations are recorded in Canadian
dollars. The financial statements are converted to US dollars as we have elected
to report in US dollars consistent with Regulation S-X, Rule 3-20. The
translation method used is the current rate method which is the method mandated
by FAS 52 where the functional currency is the foreign currency. Under the
current method all assets and liabilities are translated at the current rate,
stockholders' equity accounts are translated at historical rates and revenues
and expenses are translated at average rates for the year.

      Due to the fact that items in the financial statements are being
translated at different rates according to their nature, a translation
adjustment is created. This translation adjustment has been included in
accumulated other comprehensive income.

      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, 2004 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2003

REVENUE

      For the three months ended September 30, 2004, we derived 93% of our
revenue in the United States compared to 92% for the three months ended
September 30, 2003.

      For the three months ended September 30, 2004, our primary source of
revenue was engineering services including engineering design and build,
technical publications and documentation and on-site engineering support.
Engineering services represented 99% of total revenue compared to 96% for the
three months ended September 30, 2003. Revenue from engineering services for the
three months ended September 30, 2004 increased by $540,000 or 21% to $3,080,000
compared to $2,540,000 for the three months ended September 30, 2003. The
increase in revenue from engineering services is largely attributable to the
significant increase in sales to a major defense customer located in the United
States pursuant to contracts won in the fourth quarter 2003 and the first
quarter 2004. This customer represented approximately 32% of total revenue for
the three months ended September 30, 2004 compared to 15% for the same period
last year.

      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: design, build and drafting, technical publications
and documentation. 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
<PAGE>

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, Cummins Engines, Magna, ABB and Hill-Rom Company.

      For the three months ended September 30, 2004, information technology
documentation services represented approximately 1% of our revenue compared to
4% for the three months ended September 30, 2003. Revenue from information
technology documentation services for the three months ended September 30, 2004
decreased by $60,000 or 57% to $45,000 compared to $105,000 for the three months
ended September 30, 2003.

      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 terminated
the staff in this division in 2002 and transferred the existing contracts to
another office.

      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.

GROSS PROFIT

      Gross profit is calculated by subtracting all direct costs from net
revenue. The direct costs of engineering services include wages, benefits,
software training and project expenses. The average gross profit for the
engineering division was 37% for the three months ended September 30, 2004
compared to 34% for the three months ended September 30, 2003. Gross profit for
the three months ended September 30, 2004 increased by $280,000 or 33% to
$1,130,000 compared to $850,000 for the three months ended September 30, 2003.
The increase in gross profit for technical publications and engineering services
is a result of the increase in higher margin contracts in engineering design,
technical publications and documentation compared to the lower margins earned on
traditional on-site engineering support. In addition, we are engaging in more
time-and-materials based contracts versus fixed-cost contracts which prevents
against project and costs overruns.

      The direct costs of information technology documentation services include
contractor wages, benefits, and project expenses. The average gross profit for
the information technology division for the three months ended September 30,
2004 was 21% compared to 23% for the three months ended September 30, 2003.
Gross profit for the three months ended September 30, 2004 decreased by $15,000
or 63% to $9,000 compared to $24,000 for the three months ended September 30,
2003.

THE NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2003

REVENUE

      For the nine months ended September 30, 2004, we derived 94% of our
revenue in the United States compared to 95% for the nine months ended September
30, 2003. The decrease in total revenue derived from the United States is a
result of the slight increase in engineering sales in Canada. At the beginning
of 2003, a division was created to focus on building engineering services in
Ontario in lieu of IT recruitment services, which had traditionally dominated
our
<PAGE>

sales in Canada. During the nine months ended September 30, 2004, this division
closed several small contracts that resulted in revenues of $560,000 compared to
$390,000 for the same period last year.

      For the nine months ended September 30, 2004, our primary source of
revenue was engineering services including engineering design and build,
technical publications and documentation and on-site engineering support.
Engineering services represented 98% of total revenue compared to 96% for the
nine months ended September 30, 2003. Revenue from engineering services for the
nine months ended September 30, 2004 increased by $2,060,000 or 28% to
$9,330,000 compared to $7,270,000 for the nine months ended September 30, 2003.
The increase in revenue from engineering services is largely attributable to the
significant increase in sales to a major defense customer located in the United
States pursuant to contracts won in the fourth quarter 2003 and the first
quarter 2004. This customer represented approximately 31% of total revenue for
the nine months ended September 30, 2004 compared to 12% for the same period
last year.

      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: design, build and drafting, technical publications
and documentation. 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, Cummins
Engines, Magna and ABB.

      For the nine months ended September 30, 2004, information technology
documentation services represented approximately 2% of our revenue compared to
4% for the nine months ended September 30, 2003. Revenue from information
technology documentation services for the nine months ended September 30, 2004
decreased by $160,000 or 47% to $180,000 compared to $340,000 for the nine
months ended September 30, 2003.

      The 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 terminated the staff in this
division in 2002 and transferred the existing contracts to another office.

      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.

GROSS PROFIT

      Gross profit is calculated by subtracting all direct costs from net
revenue. The direct costs of engineering services include wages, benefits,
software training and project expenses. The average gross profit for the
engineering division was 36% for the nine months ended September 30, 2004
compared to 33% for the nine months ended September 30, 2003. Gross profit for
the nine months ended September 30, 2004 increased by $990,000 or 41% to
$3,380,000 compared to $2,390,000 for the nine months ended September 30, 2003.
The increase in gross profit for technical publications and
<PAGE>

engineering services is a result of the increase in higher margin contracts in
engineering design, technical publications and documentation compared to the
lower margins earned on traditional on-site engineering support. In addition, we
are engaging in more time-and-materials based contracts versus fixed-cost
contracts which prevents against project and costs overruns.

      The direct costs of information technology documentation services include
contractor wages, benefits, and project expenses. The average gross profit for
the information technology division for the nine months ended September 30, 2004
was 21% which is consistent with the nine months ended September 30, 2003.
<PAGE>

RESULTS OF OPERATIONS

                      STATEMENTS OF OPERATIONS--PERCENTAGES
                                   (UNAUDITED)

                                        THREE MONTHS         NINE MONTHS
                                       ENDED SPET 30,       ENDED SEPT 30,
                                       --------------      ---------------
                                       2004      2003      2004       2003
                                       ----      ----      ----       ----

REVENUE                                 100%      100%      100%       100%
                                       ----      ----      ----       ----

COST OF SERVICES                         63%       67%       64%        68%
                                       ----      ----      ----       ----
GROSS PROFIT                             37%       33%       36%        32%
                                       ----      ----      ----       ----
EXPENSES
   Administrative                        19%       21%       18%        23%
   Selling                               12%       11%       11%        10%
   Depreciation and amortization          4%        5%        4%         7%
                                       ----      ----      ----       ----

Income (loss) from continuing
operations before interest charges        2%       (4)%       3%        (8)%

  Interest charges                       34%       64%       30%        89%
                                       ----      ----      ----       ----
Loss from continuing operations
before income taxes                     (32)%     (68)%     (27)%      (97)%

  Income taxes                           --%       --%       --%        --%
                                       ----      ----      ----       ----
Loss from continuing operations         (32)%     (68)%     (27)%      (97)%

Income (loss) from discontinued
operations                               --%       (2)%      --%         3%

Net Loss                                (32)%     (70)%     (27)%      (94)%
                                       ----      ----      ----       ----

<PAGE>

THE THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2003

      Revenue. Revenue for the three months ended September 30, 2004 increased
by $480,000 or 18%, to $3,130,000, as compared to $2,650,000 for the three
months ended September 30, 2003. The increase is primarily attributable to new
contracts with existing defense, automotive, and aerospace customers that were
awarded in the fourth quarter of 2003.

      Cost of Services. The cost of services for the three months ended
September 30, 2004 increased by $210,000, or 12%, to $1,980,000, as compared to
$1,770,000 for the three months ended September 30, 2003. The increase in cost
of services is consistent with the increase in revenue. However, the cost of
services as a percentage of revenue decreased from 67% for the three months
ended September 30, 2003 to 63% for the three months ended September 30, 2004.

      Gross Profit. Gross profit for the three months ended September 30, 2004
increased by $260,000, or 30%, to $1,140,000 compared to $880,000 for the three
months ended September 30, 2003. The increase in gross profit is consistent with
the increase in revenue. As a percentage of revenue, gross profit increased from
33% for the three months ended September 30, 2003 to 37% for the three months
ended September 30, 2004. The increase in gross profit is a result of the
increase in higher margin contracts in engineering design, technical
publications and documentation compared to the lower margins earned on
traditional on-site engineering support. In addition, we are engaging in more
time-and-materials based contracts versus fixed-cost contracts which prevents
against project and costs overruns.

      Expenses. Expenses for the three months ended September 30, 2004 increased
by $100,000, or 10%, to $1,090,000 compared to $990,000 for the three months
ended September 30, 2003.

      Administrative expenses increased by $20,000 or 4% to $580,000 for the
three months ended September 30, 2004 compared to $560,000 for the three months
ended September 30, 2003. The increase reflects the additional rent and general
office costs associated with the increased project work in the engineering
services division in the third quarter of 2004.

      Selling expenses for the three months ended September 30, 2004 increased
by $110,000, or 39%, to $390,000 from $280,000 for the three months ended
September 30, 2003. The increase in selling expenses is consistent with the
increase in sales as the sales team's compensation is commissioned based. In
addition, new sales staff were hired in the third quarter of 2004.

      For the three months ended September 30, 2004, depreciation and
amortization expenses decreased by $20,000, or 14%, to $120,000 from $140,000
for the three months ended September 30, 2003.

      0perating Income (Loss) from Continuing Operations. For the three months
ended September 30, 2004, income from continuing operations increased by
$170,000 or 155% to income of $60,000 as compared to a loss of $110,000 for the
three months ended September 30, 2003.

      Interest Charges. For the three months ended September 30, 2004, interest
charges decreased by $640,000, or 38%, to $1,060,000 from $1,700,000 for the
three months ended September 30, 2003. The beneficial conversion feature on all
issued convertible debentures was determined to be $970,000 for the three months
ended September 30, 2004 compared to $1,580,000 for the three months ended
September 30, 2003.

      Loss from Continuing Operations before Income Taxes. Loss from continuing
operations before income taxes for the three months ended September 30, 2004
decreased
<PAGE>

by $800,000 or 44% to a loss of $1,010,000 as compared to a loss of $1,810,000
for the three months ended September 30, 2003.

      Income Taxes. Income taxes for the three months ended September 30, 2004
increased by $15,000 to $16,000 as compared to $1,000 for the three months ended
September 30, 2003.

      Loss from Continuing Operations. Loss from continuing operations for the
three months ended September 30, 2004 decreased by $790,000 or 44% to a loss of
$1,020,000 compared to a loss of $1,810,000 for the three months ended September
30, 2003.

      Income (Loss) from Discontinued Operations. Operations of the technology,
training and IT recruitment divisions have been reported as discontinued for the
three months ended September 30, 2004 and 2003.

      Effective March 8, 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 staff in our technology division, including the
employees of TidalBeach Inc. We will not have future revenues from either the
Njoyn or SecondWave products.

      There was no technology revenue for the three months ended September 30,
2004 and 2003. The operating loss from the technology division for the three
months ended September 30, 2004 was $2,000 and $12,000 for the same period in
2003.

      Effective May 1, 2002, we signed an agreement with triOS Training Centres
Limited, an Ontario company, for the sale of certain assets of the Toronto
training division, Thinkpath Training for a nominal amount of cash and the
assumption of all prepaid training liabilities. As part of the transaction,
triOS assumed the Toronto training staff and is subletting the classroom
facilities.

      On November 1, 2002, we entered into a series of agreements with Thinkpath
Training LLC, a New York company, for the sale of certain assets of the 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 assumed the New York training staff, some assets and is
subletting the classroom facilities.

      As a result of these two transactions, we will not have future revenues
from either training division. There was no training revenue for the three
months ended September 30, 2004 and 2003. The operating loss from the training
division for the three months ended September 30, 2004 was $14,000 compared to
$30,000 for the same period in 2003.

      Effective June 27, 2003, we signed an agreement with Brainhunter.com Ltd.,
an Ontario company, for the purchase of certain assets of the Toronto IT
recruitment division for a nominal amount of cash and the assumption of all
employee liabilities. As a result of this transaction, we will not have future
revenues from the IT recruitment division and therefore the operations have been
reported as discontinued.

      There was no IT recruitment revenue for the three months ended September
30, 2004 and $18,000 for the same period in 2003. Net income from the IT
recruitment division for the three months ended September 30, 2004 was nil
compared to a net loss of $8,000 in 2003.

      Net Loss. Net loss decreased by $820,000 or 44% to $1,040,000 for the
three months ended September 30, 2004 compared to $1,860,000 for the three
months ended September 30, 2003.
<PAGE>

THE NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2003

      Revenue. Revenue for the nine months ended September 30, 2004 increased by
$1,900,000 or 25%, to $9,510,000, as compared to $7,610,000 for the nine months
ended September 30, 2003. The increase is primarily attributable to new
contracts with existing defense, automotive, and aerospace customers that were
awarded in the fourth quarter of 2003.

      Cost of Services. The cost of services for the nine months ended September
30, 2004 increased by $940,000, or 18%, to $6,090,000, as compared to $5,150,000
for the nine months ended September 30, 2003. The increase in cost of services
is consistent with the increase in revenue. However, the cost of services as a
percentage of revenue decreased from 68% for the nine months ended September 30,
2003 to 64% for the nine months ended September 30, 2004.

      Gross Profit. Gross profit for the nine months ended September 30, 2004
increased by $960,000, or 39%, to $3,420,000 compared to $2,460,000 for the nine
months ended September 30, 2003. The increase in gross profit is consistent with
the increase in revenue. As a percentage of revenue, gross profit increased from
32% for the nine months ended September 30, 2003 to 36% for the nine months
ended September 30, 2004. The increase in gross profit is a result of the
increase in higher margin contracts in engineering design, technical
publications and documentation compared to the lower margins earned on
traditional on-site engineering support. In addition, we are engaging in more
time-and-materials based contracts versus fixed-cost contracts which prevents
against project and costs overruns.

      Expenses. Expenses for the nine months ended September 30, 2004 increased
by $120,000, or 4%, to $3,180,000 compared to $3,060,000 for the nine months
ended September 30, 2003.

      Administrative expenses decreased by $20,000 or 1% to $1,740,000 for the
nine months ended September 30, 2004 compared to $1,760,000 for the nine months
ended September 30, 2003. The decrease reflects the reduction in administrative
expenses as a result of cost cutting in the first quarter of 2004 specifically
in the areas of salaries and general office expenses.

      Selling expenses for the nine months ended September 30, 2004 increased by
$270,000, or 35%, to $1,050,000 from $780,000 for the nine months ended
September 30, 2003. The increase in selling expenses is consistent with the
increase in sales as the sales team's compensation is commissioned based. In
addition, new sales staff were hired in the second and third quarters of 2004.

      For the nine months ended September 30, 2004, depreciation and
amortization expenses decreased by $120,000, or 23%, to $400,000 from $520,000
for the nine months ended September 30, 2003.

      0perating Income (Loss) from Continuing Operations. For the nine months
ended September 30, 2004, income from continuing operations increased by
$840,000 or 140% to income of $240,000 as compared to a loss of $600,000 for the
nine months ended September 30, 2003.

      Interest Charges. For the nine months ended September 30, 2004, interest
charges decreased by $3,940,000, or 58%, to $2,840,000 from $6,780,000 for the
nine months ended September 30, 2003. This decrease is attributable to the
higher value of the beneficial conversion feature on all issued convertible
debentures at September 30, 2003, which was determined to be $6,180,000 compared
to $2,510,000 for the nine months ended September 30, 2004.

      Loss from Continuing Operations before Income Taxes. Loss from continuing
operations before income taxes for the nine months ended September 30, 2004
decreased
<PAGE>

by $4,780,000 or 65% to a loss of $2,600,000 as compared to a loss of $7,380,000
for the nine months ended September 30, 2003.

      Income Taxes. Income taxes for the nine months ended September 30, 2004
increased by $7,000 to $20,000 as compared to $13,000 for the nine months ended
September 30, 2003.

      Loss from Continuing Operations. Loss from continuing operations for the
nine months ended September 30, 2004 decreased by $4,760,000 or 64% to a loss of
$2,630,000 compared to a loss of $7,390,000 for the nine months ended September
30, 2003.

      Income (Loss) from Discontinued Operations. Operations of the technology,
training and IT recruitment divisions have been reported as discontinued for the
nine months ended September 30, 2004 and 2003.

      There was no technology revenue for the nine months ended September 30,
2004 and 2003. The operating loss from the technology division for the nine
months ended September 30, 2004 was $4,000 and $24,000 for the same period in
2003.

      There was no training revenue for the nine months ended September 30, 2004
and $162,000 for the same period in 2003. The operating loss from the training
division for the nine months ended September 30, 2004 was $39,000 compared to
net income of $64,000 for the same period in 2003.

      There was no IT recruitment revenue for the nine months ended September
30, 2004 and $1,440,000 for the same period in 2003. Net income from the IT
recruitment division for the nine months ended September 30, 2004 was nil and
$3,000 in 2003. The gain on disposal of the IT recruitment division of $190,627
has been reflected in the Income (loss) from discontinued operations in 2003.

      Net Loss. Net loss decreased by $4,490,000 or 63% to $2,670,000 for the
nine months ended September 30, 2004 compared to $7,160,000 for the nine months
ended September 30, 2003.
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      With insufficient working capital from operations, our primary sources of
cash are a receivable discount facility with Morrison Financial Services Limited
and proceeds from the sale of convertible debentures. Our primary capital
requirements include debt service and working capital needs.

      Our facility with Morrison Financial Services Limited is a receivable
discount facility whereby we are able to borrow up to 75% of qualifying
receivables at 30% interest per annum. At September 30, 2004, the balance on the
receivable discount facility was $620,000 based on 75% of qualifying accounts
receivable.

      On January 8, 2004, we sold $25,000 in convertible debentures along with
1,428,571 warrants pursuant to the share purchase agreement (the "12% Senior
Secured Convertible Debenture Agreement") dated December 5, 2002. The debentures
will become due twelve months from the date of issuance. The investors will have
the right to acquire up to $25,000 worth of our common stock at a price the
lesser of $.0175 or 50% of the average of the three lowest prices on three
separate trading days during the sixty-day trading period prior to conversion.
The warrants are exercisable at any time and in any amount for a period of seven
years from closing at a purchase price of $.0175 per share. We are required to
pay interest to the debenture holder on the aggregate unconverted and
outstanding principal amount of the debenture at the rate of 12% per annum,
payable on each conversion date and maturity date in cash or shares of common
stock. On April 7, 2004 all of these warrants were repriced from $.0175 to
$0.0004 per share.

      On March 25, 2004, we entered into a new share purchase agreement with
Bristol Investment Fund, Ltd. for the issuance and sale of debentures of up to
$1,000,000. The first debenture of $350,000 was purchased together with
924,000,000 warrants on closing. The debenture will become due twelve months
from the date of issuance. Bristol will have the right to acquire up to $350,000
worth of our common stock at a price the lesser of $.0175 or 50% of the average
of the three lowest prices on three separate trading days during the sixty-day
trading period prior to conversion. The warrants are exercisable at any time and
in any amount until March 25, 2011 at a purchase price of $.000417 per share. We
are required to pay interest to Bristol on the aggregate unconverted and
outstanding principal amount of the debenture at the rate of 12% per annum,
payable on each conversion date and maturity date in cash or shares of common
stock. On June 18, 2004, all of these warrants were repriced from $.000417 to
$.00025 per share.

      On March 29, 2004, we entered into a new share purchase agreement with
Tazbaz Holdings Limited for the issuance and sale of a $100,000 Convertible
Debenture and 250,000,000 warrants. The debenture will become due twelve months
from the date of issuance. Tazbaz Holdings Limited will have the right to
acquire up to $100,000 worth of our common stock at a price the lesser of $.0175
or 50% of the average of the three lowest prices on three separate trading days
during the sixty-day trading period prior to conversion. The warrants are
exercisable at any time and in any amount until March 29, 2011 at a purchase
price of $.0004 per share. We are required to pay interest to Tazbaz Holdings
Limited on the aggregate unconverted and outstanding principal amount of the
debenture at the rate of 12% per annum, payable on each conversion date and
maturity date in cash or shares of common stock.

      On May 20, 2004 and June 18, 2004, we sold an additional $400,000 in
convertible debentures together with 1,682,352,942 warrants to Bristol
Investment Fund, Ltd. pursuant to the March 25, 2004 share purchase agreement.
The debentures will become due twelve months from the date of issuance. Bristol
will have the right to acquire up to $400,000 worth of our common stock at a
price the lesser of $.0175 or 50% of the average of the three lowest prices on
three separate trading days during the sixty-day trading period prior to
conversion. The warrants are exercisable at any time and in any amount for a
period of seven years from closing at a purchase price of $.00025 per share. We
are required to pay interest to Bristol on the aggregate unconverted and
outstanding principal amount of the debenture at the rate of 12% per annum,
payable on each conversion date and maturity
<PAGE>

date in cash or shares of common stock.

      On May 24, 2004 and June 18, 2004, we entered into new share purchase
agreements with Tazbaz Holdings Limited for the issuance and sale of $300,000
principal amount Convertible Debentures and 1,157,142,857 warrants. The
debentures will become due twelve months from the date of issuance. Tazbaz
Holdings Limited will have the right to acquire up to $300,000 worth of our
common stock at a price the lesser of $.0175 or 50% of the average of the three
lowest prices on three separate trading days during the sixty-day trading period
prior to conversion. The warrants are exercisable at any time and in any amount
for a period of seven years from closing at a purchase price of $.00025 per
share. We are required to pay interest to Tazbaz Holdings Limited on the
aggregate unconverted and outstanding principal amount of the debenture at the
rate of 12% per annum, payable on each conversion date and maturity date in cash
or shares of common stock.

      The proceeds of $1,175,000 received by us in the nine months ended
September 30, 2004 were allocated between the warrants and the debenture without
warrants on a pro rata basis. Paid in capital has been credited by the value of
the warrants in the amount of $871,104.

      At September 30, 2004, the value of the beneficial conversion feature on
all issued convertible debentures was determined to be $2,413,143 which was
credited to paid in capital and charged to earnings as interest expense.

      At September 30, 2004, we had cash of $140,000 and a working capital
deficiency of $940,000. At September 30, 2004, we had a cash flow deficiency
from operations of $1,020,000, largely attributable to the increase in accounts
receivable of $370,000 and the decrease in accounts payable of $1,010,000. At
September 30, 2003, we had cash of $70,000 and a working capital deficiency of
$2,380,000. At September 30, 2003, we had a cash flow deficiency from operations
of $170,000.

      At September 30, 2004, we had a cash flow deficiency from investing
activities of $170,000 related to the purchase of property and equipment. At
September 30, 2003, we had cash flow from investing activities of $50,000
largely attributable to the proceeds received on the disposal of our IT
Recruitment division of $150,000.

      At September 30, 2004 we had cash flow from financing activities of
$825,000 attributable primarily to proceeds of $1,175,000 from the sale of
convertible debentures and proceeds of $230,000 from the exercise of warrants
which was offset by the repayment of debt of approximately $580,000. At
September 30, 2003, we had cash flow from financing activities of $90,000
attributable primarily to proceeds of $1,650,000 from the sale of convertible
debentures, which was offset by the repayment of debt of $1,560,000.

      At September 30, 2004 we had a loan balance of $265,000 with an
individual, Terry Lyons. Effective March 25, 2004, we amended our loan agreement
with Terry Lyons. The balance of accrued interest was added to the original
principal amount of $259,356 for a new principal balance of $299,768. Monthly
payments of $10,000 began April 5, 2004 and will continue until the full amount
of the note, including interest is paid in full. The interest rate was reduced
from 30% per annum to US prime plus 14%. This loan is subordinated to Morrison
Financial Services Limited.

      At September 30, 2004, we had approximately $11,000 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 engineering division.

      At September 30, 2004, we had a note payable of $224,000 owed to Roger
Walters, the former shareholder of CadCam Inc. Principal payments of $4,000 per
month were to begin September 1, 2002 until August 1, 2007. This note is
non-interest bearing and is subordinated to Morrison Financial Services Limited
and the
<PAGE>

12% Senior Secured Convertible Debenture holders. We have not made any principal
payments to Mr. Walters since December 2002 and we are currently in default of
the loan agreement. As a result of the default, the principal balance bears
interest at 12% per annum until payment is made. Subsequent to September 30,
2004, this note payable was restructured as disclosed below in Recent Events.

      At September 30, 2004, we had a note payable of $630,000 owed to Denise
Dunne-Fushi, the vendor of MicroTech Professionals Inc. Principal payments of
$10,000 per month were to begin November 1, 2002 bearing 5% interest until
October 1, 2007. In addition, we were obligated to cover the monthly expense
associated with Ms. Dunne-Fushi's family health benefits and a vehicle lease
until May 2004.

      The note is secured under a general security agreement but is subordinated
to Morrison Financial Services Limited and the 12% Senior Secured Convertible
Debenture holders. We have not made scheduled principal payments to Ms.
Dunne-Fushi since December 2002 and are currently in default of the loan
agreement. As a result of the default, Ms. Dunne-Fushi has the option of
enforcing the security she holds. Subsequent to September 30, 2004 this note
payable was restructured as disclosed below in Recent Events.

      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 receivable discount facility, 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 raise additional financing, which are subject to substantial
uncertainties. Cash flow from operations for the next twelve months will depend,
among other things, upon the effect of the current economic slowdown on our
sales 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 raise additional 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 April 2002, the FASB issued SFAS No. 145, which, among other factors,
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 and 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
<PAGE>

"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.

      In January 2003, the FASB issued SFAS No. 148, Accounting for Stock -Based
Compensation - Transition and Disclosures. This statement provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this statement
also amends the disclosure requirements of SFAS No. 123 to require more
prominent and frequent disclosures in the financial statements about the effects
of stock-based compensation. The transitional guidance and annual disclosure
provisions of this Statement is effective for the December 31, 2002 financial
statements. The interim reporting disclosure requirements is effective for our
March 31, 2003 financial statements.

      In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("Interpretation"). This Interpretation
elaborates on the existing disclosure requirement for most guarantees including
loan guarantees, and clarifies that at the time a company issues a guarantee,
the company must recognize an initial liability for the fair market value of the
obligations it assumes under that guarantee and must disclose that information
in its interim and annual financial statements. The initial recognition and
measurement provisions of the Interpretation apply on a prospective basis to
guarantees issued or modified after December 31, 2002.

      In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities," which addresses consolidation by business
enterprises of variable interest entities. In general, a variable interest
entity is a corporation, partnership, trust, or any other legal structure used
for business purposes that either (a) does not have equity investors with voting
rights or (b) has equity investors that do not provide sufficient financial
resources for the entity to support its activities. A variable interest entity
often holds financial assets, including loans or receivables, real estate or
other property. A variable interest entity may be essentially passive or it may
engage in research and development or other activities on behalf of another
company. The objective of Interpretation No. 46 is not to restrict the use of
variable interest entities but to improve financial reporting by companies
involved with variable interest entities. Until now, a company generally has
included another entity in its consolidated financial statements only if it
controlled the entity through voting interests. Interpretation No. 46 changes
that by requiring a variable interest entity to be consolidated by a company if
that company is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the entity's
residual returns or both. The consolidation requirements of Interpretation No.
46 apply immediately to variable interest entities created after January 31,
2003. The consolidation requirements apply to entities created before January
31, 2003, in the first fiscal year or interim period beginning after June 15,
2003. Certain of the disclosure requirements apply in all financial statements
issued after January 31, 2003, regardless of when the variable interest entity
was established. We do not have any variable interest entities, and,
accordingly, adoption is not expected to have a material effect on our financial
position, results of operations or cash flows.

      In April 2003, the FASB issued Statement No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities". The Statement amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under
Statement 133. The amendments set forth in Statement 149 improve financial
reporting by requiring that contracts with comparable characteristics be
accounted for similarly. In particular, this
<PAGE>

Statement clarifies under what circumstances a contract with an initial net
investment meets the characteristic of a derivative as discussed in Statement
133. In addition, it clarifies when a derivative contains a financing component
that warrants special reporting in the statement of cash flows. This Statement
is effective for contracts entered into or modified after June 30, 2003 with
certain exceptions. We do not believe that the adoption of Statement No. 149
will have a material effect on our financial position, results of operations or
cash flows.

      In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity". The
Statement specifies that certain instruments within its scope embody obligations
of the issuer and that, therefore, the issuer must classify them as liabilities.
This Statement is effective immediately for all financial instruments entered
into or modified after May 31, 2003. For all other instruments, the Statement
goes into effect at the beginning of the first interim period beginning after
June 15, 2003. For contracts that were created or modified before May 31, 2003
and still exist at the beginning of the first interim period beginning after
June 30, 2003, entities should record the transition to Statement No. 150 by
reporting the cumulative effect of a change in an accounting principle.
Statement No. 150 prohibits entities from restating financial statements for
earlier years presented. We do not believe that the adoption of Statement No.
150 will have a material effect on our financial position, results of operations
or cash flows.

RECENT EVENTS

      Subsequent to September 30, 2004, we issued an additional 2,308,509,800
shares of our common stock to the convertible debenture holders upon the
conversion of $104,900 of debentures and accrued interest.

      On October 14, 2004, we signed a letter of intent with TBM Technologies
Inc., an Ontario Corporation which provides Design Engineering services,
pursuant to which we will purchase TBM for approximately $250,000 payable in
shares of our common stock with price protection for a period of two years from
issuance. In the event that the vendors seek to sell their shares in an open
market transaction within the two years following closing and the bid price is
less than the price of the shares on issuance, we will be obligated to issue
additional shares of unregistered common stock with a value equal to the
difference up to a maximum of $250,000. The transaction will be effective
November 1, 2004 and is anticipated to close on November 22, 2004.

      On November 12, 2004, we sold an additional $875,000 in convertible
debentures with original issue discount (OID) together with 4,750,000,000
warrants to a group of investors including Bristol Investment Fund Ltd., Alpha
Capital and Tazbaz Holdings Inc. Pursuant to the Share Purchase Agreement, the
debentures will become due twelve months from the date of issuance. The
investors will have the right to acquire up to $875,000 (equal to 125% of the
aggregate subscription amount of $700,000) worth of our common stock at a price
the lesser of $.0002 or 80% of the average of the three lowest intraday prices
on three separate trading days during the twenty days trading period prior to
conversion. The warrants are exercisable at any time and in any amount for a
period of seven years from closing at a purchase price of $.0002 per share.

      The proceeds of $615,000 received from this transaction were used to
settle debt and litigation settlement obligations with the balance to be used
for working capital.

      On November 12, 2004, we reached a settlement with SITQ National Inc., of
the action commenced at Toronto, Ontario as Court File No. 03-CV-256327CM3
against us by SITQ, in which SITQ claimed damages for breach of Lease for
arrears of Rent, Additional Rent and other amounts payable pursuant to the
Lease. In consideration of a monetary payment by us of approximately $261,000
and execution of a Mutual Full and Final Release, SITQ dismissed the
aforementioned action and forgave the balance of the
<PAGE>

rent arrears, future rents and damages of approximately $3,750,000.

      On November 12, 2004, we reached a settlement with Denise Dunne-Fushi with
respect to the note payable to Dunne-Fushi by us in the amount of $629,491. In
consideration of a monetary payment by us of $202,000 and execution of a Full
and Final Release, Dunne-Fushi released us of all rights and debt held by her
and forgave the balance of the note payable of approximately $427,491.

      On November 12, 2004, we reached a settlement with Roger Walters with
respect to the note payable to Walters by us in the amount of $224,000 plus
accrued interest. In consideration of a monetary payment by us of $33,600 and
execution of a Full and Final Release, Walters released us of all rights and
debt held by him and forgave the balance of the note payable and accrued
interest of approximately $237,400.
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      See heading "Foreign Currency Translation" in Management's Discussion and
Analysis of Financial Condition and Results Of Operations.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-14(c) and 15d-14(c) under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act")) as of a date within 45 days prior to the filing
date of this Form 10-Q filed for the three months ended September 30, 2004 (the
"Evaluation Date"). Based on such evaluation, such officers have concluded that,
as of the Evaluation Date, our disclosure controls and procedures are effective
in alerting the officers on a timely basis to material information relating to
us (including our wholly owned subsidiaries) required to be included in our
reports filed or submitted under the Exchange Act.

(b) Changes in Internal Controls.

Since the Evaluation Date, there have not been any significant changes in our
internal controls or in other factors that could significantly affect such
controls.


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      We are party to the following pending legal proceedings:

      On March 17, 2004, Johnston & Associates, LLC, a South Carolina
corporation, filed a statement against us with the Superior Court of Justice of
Ontario, Canada, Court File No. C-294-04, demanding payment of $60,000 pursuant
to a consulting agreement entered into April 2002. 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 UPON SENIOR SECURITIES

      None.

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

      None.

ITEM 5. OTHER INFORMATION

      None.
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K4

(a) Exhibits

Exhibit 31.       Rule 13a-14(a)/15d-14(a) Certifications.

Exhibit 32.1      Certification by the Chief Executive Officer Relating to a
                  Periodic Report Containing Financial Statements.*

Exhibit 32.2      Certification by the Chief Financial Officer Relating to a
                  Periodic Report Containing Financial Statements.*

(b) Reports on Form 8-K.

* The Exhibit attached to this Form 10-Q shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to liability under that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
<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 22, 2004     By: /s/ Declan French       By: /s/ Kelly Hankinson
                             ---------------------       -----------------------
                             Declan French               Kelly L. Hankinson
                             Chief Executive Officer     Chief Financial Officer