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 MARCH 31, 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 MAY 17, 2004 THERE WERE 3,457,291,059 SHARES OF COMMON
                   STOCK, NO PAR VALUE PER SHARE, OUTSTANDING.




<PAGE>


                                 THINKPATH INC.

                  MARCH 31, 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 March 31, 2004 and
            December 31, 2003..................................................
            Interim Consolidated Statements of Operations for the three months
            ended March 31, 2004 and 2003......................................
            Interim Consolidated Statements of Changes in Stockholders' Equity
            for the three months ended March 31, 2004 and the year ended
            December 31, 2003..................................................
            Interim Consolidated Statements of Cash Flows for the three months
            ended March 31, 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 MARCH 31, 2004
                                   (UNAUDITED)

                        (AMOUNTS EXPRESSED IN US DOLLARS)









<PAGE>


<TABLE>
<CAPTION>


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




                                                    March 31, 2004   December 31, 2003
                                                    --------------    -----------------
                                                     $                 $

                                     ASSETS

CURRENT ASSETS
<S>                                                 <C>             <C>
     Cash                                                227,125         483,443
     Accounts receivable                               2,088,841       1,766,061
     Prepaid expenses                                    142,313         128,612
                                                       ---------       ---------

                                                       2,458,279       2,378,116

PROPERTY AND EQUIPMENT                                 1,070,509       1,182,751

GOODWILL                                               3,748,732       3,748,732

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

OTHER ASSET                                               56,086          53,321
                                                       ---------       ---------

                                                       7,379,275       7,408,589
                                                       =========       =========



</TABLE>






<PAGE>



<TABLE>
<CAPTION>

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



                                                    March 31, 2004  December 31, 2003
                                                    --------------  -----------------
                                                               $                $

                                   LIABILITIES

CURRENT LIABILITIES
<S>                                                  <C>             <C>
     Receivable Discount Facility                      1,065,038       1,128,444
     Accounts payable                                  2,152,325       2,650,783
     Current portion of long-term debt                   127,564         279,800
     Current portion of notes payable                    856,370         859,936
     12% Convertible Debenture                           223,901         215,558
                                                       ---------       ---------

                                                       4,425,198       5,134,521

LONG-TERM DEBT                                           190,625          13,176
                                                       ---------       ---------

                                                       4,615,823       5,147,697
                                                       =========       =========

COMMITMENTS AND CONTINGENCIES (NOTE 20)

                              STOCKHOLDERS' EQUITY


CAPITAL STOCK                                         44,872,110      43,576,292

DEFICIT                                              (40,791,941)    (39,999,711)

ACCUMULATED OTHER COMPREHENSIVE LOSS                  (1,316,717)     (1,315,689)
                                                       ---------       ---------

                                                       2,763,452       2,260,892
                                                       ---------       ---------

                                                       7,379,275       7,408,589
                                                       =========       =========


</TABLE>







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


<PAGE>


<TABLE>
<CAPTION>

THINKPATH INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(AMOUNTS EXPRESSED IN US DOLLARS)



                                                        2004            2003
                                                        ----            ----
                                                        $               $
<S>                                                <C>            <C>
REVENUE                                                3,056,700      2,490,288

COST OF SERVICES                                       2,057,428      1,767,952
                                                  --------------    -----------

GROSS PROFIT                                             999,272        722,336
                                                  --------------    -----------

EXPENSES
     Administrative                                      573,405        687,523
     Selling                                             312,916        252,657
     Depreciation and amortization                       142,265        192,064
                                                  --------------    -----------
                                                       1,028,586      1,132,244

LOSS FROM CONTINUING OPERATIONS
     BEFORE INTEREST CHARGES                             (29,314)      (409,908)

     Interest Charges                                    748,944      4,281,175
                                                  --------------    -----------

LOSS FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES                                (778,258)    (4,691,083)

     Income Taxes                                          1,268          3,619
                                                  --------------    -----------

LOSS FROM CONTINUING OPERATIONS                         (779,526)    (4,694,702)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS
     (INCLUDING GAIN ON DISPOSAL)                        (12,704)        39,119
                                                  --------------    -----------

NET LOSS                                                (792,230)    (4,655,583)
                                                  ==============    ===========

WEIGHTED AVERAGE NUMBER OF COMMON STOCK
     OUTSTANDING BASIC AND DILUTED                 3,261,427,500     57,421,886
                                                  ==============    ===========

LOSS FROM CONTINUING OPERATIONS PER WEIGHTED
     AVERAGE COMMON STOCK BASIC AND DILUTED                (0.00)         (0.08)
                                                  ==============    ===========

</TABLE>








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



<PAGE>


<TABLE>
<CAPTION>


THINKPATH INC.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND THE YEAR ENDED DECEMBER 31, 2003
(AMOUNTS EXPRESSED IN US DOLLARS)


                                              COMMON STOCK                                                  ACCUMULATED
                                                 NUMBER OF      CAPITAL                                           OTHER
                                                    SHARES        STOCK                 COMPREHENSIVE     COMPREHENSIVE
                                                                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            2,368,413, 224      901,891            -
convertible debenture

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

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

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

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

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

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

Net loss for the period                                  -            -    (792,230)        (792,230)
                                                                                      ----------------

Other comprehensive loss, net of tax
  Foreign currency translation                                                                (1,028)           (1,028)
                                                                                      ----------------

Comprehensive loss                                                                          (793,258)
                                                                                      ================

Conversion of 12% senior secured               409,166,667      141,915            -
convertible debenture

Interest on 12% senior secured                  17,821,207       11,114            -
convertible debenture

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

Warrants issued for cash                       257,999,999      518,242            -

Beneficial conversion on issuance of                     -      624,211            -
convertible debt
                                            --------------- ------------ ------------                  -----------------

Balance as of March 31, 2004                 3,422,424,548   44,872,110  (40,791,941)                       (1,316,717)
                                            =============== ============ ============                  =================



</TABLE>



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



<PAGE>




<TABLE>
<CAPTION>

THINKPATH INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(AMOUNTS EXPRESSED IN US DOLLARS)


                                                                           2004             2003
                                                                           ----             ----
                                                                              $                $
Cash flows from operating activities
<S>                                                                    <C>         <C>
    Net loss                                                              (792,230)   (4,655,583)
                                                                          --------    ----------

    Adjustments to reconcile net loss to net cash (used in) provided by
     operating activities:
    Amortization                                                           153,460       202,452
    Amortization of beneficial conversion (included in interest)           624,211     4,029,216
    Interest on 12% senior secured convertible debentures                   11,114          --
    Decrease (increase) in accounts receivable                            (321,761)      788,200
    Increase in prepaid expenses                                           (13,775)      (74,387)
    Decrease in accounts payable                                          (424,759)     (694,484)
    Decrease in long-term receivable                                          --          57,775
    Decrease in deferred revenue                                              --         (69,288)
    Common stock and warrants issued for services                              336       226,500
    Accounts payable settled with common stock                                --         440,899
                                                                          --------    ----------

    Net cash provided by (used in) operating activities                   (763,404)      251,300
                                                                          --------    ----------

Cash flows from investing activities
    Purchase of property and equipment                                     (41,488)         --
                                                                          --------    ----------

    Net cash used in investing activities                                  (41,488)         --
                                                                          --------    ----------

Cash flows from financing activities
    Repayment of notes payable                                              (3,566)       (3,631)
    Repayment of long-term debt                                            (81,734)   (1,127,505)
    Proceeds from issuance of capital stock                                193,500          --
    Proceeds from issuance of debentures and warrants                      475,000       875,000
                                                                          --------    ----------

    Net cash provided by (used in) financing activities                    583,200      (256,136)
                                                                          --------    ----------

Effect of foreign currency exchange rate changes                           (34,626)       34,620
                                                                          --------    ----------

Net increase (decrease) in cash                                           (256,318)       29,784
Cash
    Beginning of period                                                    483,443       114,018
                                                                          --------    ----------
    End of period                                                          227,125       143,802
                                                                          ========    ==========

SUPPLEMENTAL CASH ITEMS:
    Interest paid                                                          125,859       252,150
                                                                          ========    ==========
    Income taxes paid                                                        2,031         4,244
                                                                          ========    ==========

SUPPLEMENTAL NON-CASH ITEMS:
    Common shares issued for liabilities                                      --         440,899
                                                                          ========    ==========


</TABLE>





<PAGE>



THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 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 March 31, 2004, the Company had
     a working capital deficiency of $1,966,919, a deficit of $40,791,941 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 March
     31, 2004, the balance on the receivable discount facility was approximately
     $1,065,000. The company is currently within margin of its receivable
     discount facility with Morrison Financial Services Limited based on 75% of
     qualifying accounts receivable.

     During the three months ended March 31, 2004, the company closed $475,000
     in 12% senior secured convertible debentures pursuant to a financing
     arrangement entered into on December 5, 2002. The funds were used for
     various debt settlements and critical payables.

     As at May 17, 2004 management's plans to mitigate and alleviate these
     adverse conditions and events include:

      a)   Commitment from investors for additional convertible debentures of up
           to $550,000 to be used for working capital. 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.

      b)   Ongoing restructuring of debt obligations and settlement of
           outstanding claims.

      c)   Focus on growth in the engineering division, including design
           services and technical publications and expansion of the engineering
           service offerings to Ontario, Canada to replace existing lower margin
           information staffing services.

     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 MARCH 31, 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 MARCH 31, 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 MARCH 31, 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 MARCH 31, 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 MARCH 31, 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
<TABLE>
<CAPTION>


                                                                   OPTIONS     WEIGHTED
                                                                                AVERAGE
                                                                               EXERCISE
                                                                                  PRICE

<S>                                                           <C>            <C>
      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                       (4,000)        3.19
                                                                 ---------
         Options outstanding at March 31, 2004                   1,093,492
                                                                 =========


         Options exercisable December 31, 2003                   1,097,492        1.90
         Options available for future grant December 31, 2003   20,013,000
         Options exercisable March 31, 2004                      1,093,492        1.90
         Options available for future grant March 31, 2004      20,017,000


</TABLE>


        b) Range of Exercise Prices at March 31, 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>
                 $2.10 - $3.25      548,492       1 year            $2.81         548,492        $2.79

                  $1 and under      545,000    1.86 years           $0.75         545,000        $0.75

</TABLE>

     c) Pro-forma net income

     At March 31, 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>

<TABLE>
<CAPTION>


THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

                                                        Three Months Ended         Three Months Ended
                                                            March 31, 2004             March 31, 2003
                                                            --------------             --------------

<S>                                                      <C>                      <C>
     Net loss as reported                                        (792,230)                (4,655,583)
     Deduct:  Total stock-based employee
     compensation expense determined under fair
     value based method for all awards net of
     related tax effects                                           (1,895)                   (41,202)
                                                                  -------                   --------

     Pro forma net loss                                          (794,125)                (4,696,785)
                                                                 =========                ===========

     Loss per share:
     Basic and diluted loss per share, as reported                  (0.00)                     (0.08)
                                                                    ======                     ======

     Pro forma loss per share                                       (0.00)                     (0.08)
                                                                    ======                     ======


</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
                                                        -----------
     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 three months ended March 31, 2004. There
     were no option grants in the year ended December 31, 2003.


4. ACCOUNTS RECEIVABLE
                                            March 31, 2004   December 31, 2003
                                            --------------   -----------------
                                                         $                  $
     Accounts receivable                         2,280,188          1,952,908
     Less:  Allowance for doubtful accounts      (191,347)          (186,847)
                                                 ---------          ---------
                                                 2,088,841          1,766,061
                                                 =========          =========

     Allowance for doubtful accounts
     Balance, beginning of period                  186,847            236,793
     Provision                                       4,500             44,359
     Recoveries                                         --           (94,305)
                                                        --           --------
     Balance, end of period                        191,347            186,847
                                                   =======            =======



5. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>


                                                     March 31, 2004                   December 31, 2003
                                       -------------------------------------------   --------------------

                                                         ACCUMULATED
                                              COST      AMORTIZATION          NET              NET
                                                 $                 $            $                $

<S>                                     <C>               <C>          <C>              <C>
     Furniture and equipment               506,404           353,780      152,624          162,544
     Computer equipment and software     5,343,260         4,431,424      911,836        1,014,540
     Leasehold improvements                 92,516            86,467        6,049            5,667
                                            ------            ------        -----            -----

                                         5,942,180         4,871,671    1,070,509        1,182,751
                                         =========         =========    =========        =========

     Assets under capital lease            465,194           450,264       14,930           25,464
                                           =======           =======       ======           ======
</TABLE>





<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)




     Amortization of property and equipment for the three months ended March 31,
     2004 amounted to $109,591 including amortization of assets under capital
     lease of $12,151.

     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:

                            March 31, 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>

                                                    March 31, 2004                            December 31,
                                                                                                  2003
                                --------------------------------------------------------    -----------------

                                                                 ACCUMULATED
                                                ACCUMULATED       IMPAIRMENT
                                     COST      AMORTIZATION           LOSSES        NET             NET
                                        $                 $                $                          $
     IT Recruitment
<S>                               <C>               <C>              <C>
     (Systemsearch Consulting     448,634           303,337          145,297         --              --
     Services)

     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 MARCH 31, 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
                                            March 31, 2004    December 31, 2003
                                            --------------    -----------------
                                                         $                    $

     Cash surrender value of life insurance         56,086               53,321
                                                    ------               ------

     Total                                          56,086               53,321
                                                    ======               ======

     Amortization of other assets amounted to nil for the three months ended
     March 31, 2004 and the year ended December 31, 2003.


9. RECEIVABLE DISCOUNT FACILITY

     i) March 31, 2004

     At March 31, 2004, the company had a receivable discount facility in the
     amount of $1,065,000 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 $2,000,000, 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 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.



<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)


     The proceeds of $900,000 received by the company 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.

     The proceeds of $2,075,000 received by the company 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.

     During the quarter ended March 31, 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 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 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.

     The proceeds of $475,000 received by the company 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
     $324,742.

     At March 31, 2004, the value of the beneficial conversion feature on all
     issued convertible debentures was determined to be $615,576 which was
     credited to paid in capital and charged to earnings as interest expense.



<PAGE>


THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)



11. LONG-TERM DEBT

     i) March 31, 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 will begin 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>

                                                                 March 31, 2004     December 31, 2003
                                                                 --------------     -----------------
                                                                              $                $
     a) Included therein:
<S>                                                                  <C>              <C>
     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              299,768          259,356
     Financial Services Limited

     Various capital leases with various payment
     terms and interest rates                                            18,421           33,620
                                                                         ------           ------
                                                                        318,189          292,976
     Less:  current portion                                             127,564          279,800
                                                                        -------          -------

     Total                                                             $190,625          $13,176
                                                                       ========          =======
</TABLE>


     b) Future principal payments obligations as at March 31, 2004, were as
follows:

                     2004                 97,564
                     2005                130,857
                     2006                 89,768
                     2007                    --
                     2008                    --
                                        --------
                                        $318,189
                                        ========

     c) Interest expense related to long-term debt was $31,829 for the three
     months ended March 31, 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.



<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)

     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.



<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)


     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.

     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.


<PAGE>





     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.

                                         MARCH 31, 2004  DECEMBER 31, 2003
                                         --------------  -----------------
                                                      $                  $
     Note Payable to Roger Walters              224,000            224,000
     Note Payable to Denise Dunne               632,370            635,936
                                                -------            -------
                                                856,370            859,936
     Less:  current portion                     856,370            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.

     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 three months ended March 31, 2004, the company issued 197,488
     shares of common stock, no par value per share, in consideration of
     consulting services in the amount of $336.

     During the three months ended March 31, 2004, the company issued
     426,987,874 shares of its common stock upon the conversion of 12% Senior
     Secured Convertible Debentures in the amount of $310,000.

     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.



<PAGE>
THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)



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

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

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

     In 2000, in connection with the purchase of the investment in E-Wink
     500,000 warrants were issued. They are exercisable at a purchase price of
     $3.25 and expire March 6, 2005. These warrants have been valued at
     $1,458,700 based on the Black Scholes model utilizing a volatility rate of
     100% and a risk-less interest rate of 6.50%. This amount has been treated
     as part of the cost of the E-Wink investment.

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

     On January 26, 2001, the Company: (i) repriced warrants to purchase up to
     100,000 shares of its common stock, which warrant was issued to a certain
     investor in our April 2000 private placement offering of Series B 8%
     Cumulative Preferred Stock, so that such warrant is exercisable at any time
     until April 16, 2005 at a new purchase price of $1.00 per share; (b)
     repriced warrants to purchase an aggregate of up to 280,693 shares of its
     common stock, which warrants were issued to the placement agent, certain
     financial advisors, and the placement agent's counsel in our August 2000
     private placement offering of units, so that such warrants are exercisable
     at any time until August 22, 2005 at a new purchase price of $1.00 per
     share; and (c) issued warrants to purchase up to 250,000 shares of its
     common stock exercisable at any time and in any amount until January 26,
     2006 at a purchase price of $1.50 per share. In February 2001, 150,000 of
     such warrants were exercised by KSH Investment Group, the placement agent
     in the Company's August 2000 private placement offering. The exercise
     prices of the revised and newly issued warrants are equal to, or in excess
     of, the market price of our common stock on the date of such revision or
     issuance.

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

     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.


<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)



     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.

     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.

     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. October 14, 2003, 314,576,307 of these warrants were
     repriced from $.00137 to $.00075 per share.

     During the quarter ended March 31, 2004, the company 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 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.

     Pursuant to the March 29, 2004 convertible debenture, 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.


     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.



<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)



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>

                                                     March 31, 2004  December 31, 2003
                                                     --------------  -----------------
<S>                                                  <C>             <C>
                                                                $               $
     Tax values of depreciable assets in excess
     of accounting values                                295,500              --
     Losses available to offset future income taxes    4,113,421        4,046,200
     Share issue costs                                   115,154          115,154
                                                       ---------        ---------
                                                                               --
                                                       4,524,075        4,161,354
     Less:  Valuation allowance                       (4,524,075)      (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.

<TABLE>
<CAPTION>

     b)     Current Income Taxes

            Current income taxes consist of:          March 31, 2004    December 31, 2003
                                                      --------------    -----------------
                                                                   $                    $
<S>                                                 <C>               <C>

     Amount calculated at Federal and Provincial
     statutory rates                                      (311,303)            (3,704,770)
                                                        ----------            -----------
     Increase (decrease) resulting from:
     Permanent and other differences                       (50,150)              2,978,164
     Valuation allowance                                   362,721                 756,326
                                                        ----------            ------------
                                                           312,571               3,734,490
                                                        ----------            ------------
     Current income taxes                                    1,268                  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 $10,300,000 or a
     capital loss totaling $750,000 in the future as a deferred tax asset as at
     March 31, 2004. As at the completion of the March 31, 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.



15. COMPREHENSIVE LOSS

     Comprehensive loss for the three months ended March 31, 2004:

<TABLE>
<CAPTION>


                                                     March 31, 2004   December 31, 2003
                                                     --------------   -----------------
                                                                  $                   $
<S>                                                     <C>               <C>
     Net loss                                             (792,230)         (9,033,628)
     Other comprehensive loss
        Foreign currency translation adjustments            (1,028)           (238,168)
                                                            -------           ---------

     Comprenhensive loss                                  (793,258)         (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.



<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)




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 March 31, 2004
     and 2003. The net loss for the three months ended March 31, was $1,000 in
     2004 and $3,000 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 March 31, 2004 and
     $70,000 in 2003. The net loss from the training division for the three
     months ended March 31, 2004 was $11,000 compared to net income of $30,000
     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 March 31,
     2004 and $800,000 in 2003. Net income from the IT recruitment division for
     the three months ended March 31, 2004 was nil and $15,000 in 2003.

     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 ended
     March 31,:

                                                              2004       2003
                                                              ----       ----
                                                                 $          $

     Revenues                                                   --    869,423
                                                                --    -------

     Income (loss) from operations before income taxes    (12,404)     39,744

     Provision for Income Taxes                               300         625
                                                          -------      ------

     Income (loss) from discontinued operations           (12,704)     39,119
                                                          ========     ======




17. SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

     The company issued common shares and warrants for the following:

                                     March 31, 2004          December 31, 2003
                                     --------------          -----------------
                                                  $                          $
     Services rendered                          336                    226,500
     Accounts payable                            --                    449,333
                                                 --                    -------
                                                336                    675,833
                                                ===                    =======





<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)




18. SEGMENTED INFORMATION


<TABLE>
<CAPTION>


     a) Sales by Geographic Area
<S>                                                          <C>                       <C>
                                                                Three Months Ended      Three Months Ended
                                                                March 31, 2004              March 31, 2003
                                                                ----------------        ------------------
                                                                               $                         $

     Canada                                                              222,837                    14,366
     United States of America                                          2,833,863                 2,475,922
                                                                       ---------                 ---------

                                                                       3,056,700                 2,490,288
                                                                       =========                 =========


     b) Net Income (Loss) by Geographic Area
                                                                Three Months Ended      Three Months Ended
                                                                March 31, 2004          March 31, 2003
                                                                ----------------        ------------------
                                                                               $                         $

     Canada                                                            (988,208)               (4,695,189)
     United States of America                                            195,978                    39,606
                                                                         -------                    ------

                                                                       (792,230)               (4,655,583)
                                                                       =========               ===========



     c)   Identifiable Assets by Geographic Area
                                                                  March 31, 2004         December 31, 2003
                                                                  --------------         -----------------
                                                                               $                         $

     Canada                                                            1,367,900                 1,369,904
     United States of America                                          6,011,375                 6,038,685
                                                                       ---------                 ---------

                                                                       7,379,275                 7,408,589
                                                                       =========                 =========


      d) Revenue and Gross Profit by Operating Segment
                                                                    Three Months        Three Months Ended
                                                            Ended March 31, 2004            March 31, 2003
                                                            --------------------        ------------------

                                                                               $                         $
     Revenue
       Tech Pubs and Engineering                                       2,972,921                 2,355,189
       IT Documentation                                                   83,779                   135,099
                                                                          ------                   -------

                                                                       3,056,700                 2,490,288
                                                                       =========                 =========

     Gross Profit
       Tech Pubs and Engineering                                         985,327                   695,755
       IT Documentation                                                   13,945                    26,581
                                                                          ------                    ------

                                                                         999,272                   722,336
                                                                         =======                   =======
</TABLE>

     e) Revenues from Major Customers

     The consolidated entity had the following revenues from major customers:

     For the three months ended March 31, 2004, once customer had sales of
     $710,109 representing approximately 23% 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.



<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)



19. EARNINGS PER SHARE


     The company has adopted Statement No. 128, Earnings Per Share, which
     requires presentation, in the consolidated statement of income, of both
     basic and diluted earnings per share.

<TABLE>
<CAPTION>


                                                                Three Months Ended         Three Months Ended
                                                                 March 31, 2004             March 31, 2003
                                                                  -------------            --------------
                                                                               $                         $
     NUMERATOR
<S>                                                            <C>                     <C>
     Net loss from continuing operations                               (779,526)               (4,694,702)

     Income (loss) from discontinued operations                         (12,704)                    39,119
                                                                   -------------                ----------

     Net loss                                                          (792,230)               (4,655,583)
                                                                       =========               ===========

     DENOMINATOR
     Weighted Average common stock outstanding                     3,261,427,500                57,421,886
                                                                   =============                ==========

     Basic and diluted loss per common share from
     continuing operations                                                (0.00)                    (0.08)
                                                                   =============                ==========

     Basic and diluted loss per common share after
     discontinued operations                                              (0.00)                    (0.08)
                                                                   =============                ==========


     Average common stock outstanding                              3,261,427,500                57,421,886
     Average common stock issuable                                            --                        --
                                                                   -------------                ----------

     Average common stock outstanding assuming dilution            3,261,427,500                57,421,886
                                                                   =============                ==========

</TABLE>

     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 indicated in Note 21, the company has issued 2,983,837,460 shares of its
     common stock to the convertible debenture holders upon the conversion of
     $2,835,000 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 March 31, 2004, for the next five years are as
      follows:

                     2004        $324,731
                     2005         338,315
                     2006         112,343
                     2007         112,343
                     2008          37,448
               Thereafter              --
                                       --
                                 --------
                                 $925,180
                                 ========

     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 $44,597 which expires November 30, 2004.


<PAGE>

THINKPATH INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)


     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 March 31, 2004, an amount of $102,000 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.



21.  SUBSEQUENT EVENTS

     As of May 17, 2004, the Company has issued 2,983,837,460 shares of its
     common stock to the convertible debenture holders upon the conversion of
     $2,835,000 of debentures and accrued interest.



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.

     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 March 31, 2003 financial statements have been
     reclassified to conform with the basis of presentation used at March 31,
     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, 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
sheet items, as consolidation would effectively "gross up" our income statement




<PAGE>


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 March 31, 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




<PAGE>


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.

       Prior to the sale of our technology division, we also signed contracts
for the customization or development of SecondWave, a web 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 MARCH 31, 2004 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2003

REVENUE

          For the three months ended March 31, 2004, we derived 93% of our
revenue in the United States compared to 99% for the three months ended March
31, 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 sales in Canada.

         For the three months ended March 31, 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 97% of total revenue compared to 95% for the
three months ended March 31, 2003. Revenue from engineering services for the
three months ended March 31, 2004 increased by $610,000 or 26% to $2,970,000
compared to $2,360,000 for the three months ended March 31, 2003.

         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



<PAGE>



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 three months ended March 31, 2004, information technology
documentation services represented approximately 3% of our revenue compared to
5% for the three months ended March 31, 2003. Revenue from information
technology documentation services for the three months ended March 31, 2004
decreased by $60,000 or 43% to $80,000 compared to $140,000 for the three months
ended March 31, 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 33% for the three months ended March 31, 2004 compared
to 30% for the three months ended March 31, 2003. Gross profit for the three
months ended March 31, 2004 increased by $290,000 or 42% to $990,000 compared to
$700,000 for the three months ended March 31, 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 March
31, 2004 was 17% compared to 20% for the three months ended March 31, 2003. The
decline in gross profit in the current period is a result of the decrease in
higher margin permanent placements and the retention of lower margin contract
placements of documentation specialists.





<PAGE>


RESULTS OF OPERATIONS




                                      STATEMENTS OF OPERATIONS--PERCENTAGES
                                                     (UNAUDITED)
                                           THREE MONTHS ENDED MARCH 31,
                                          ------------------------------

                                              2004               2003
                                              ----               ----


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

COST OF SERVICES                                67 %               71 %
                                              ----               ----
GROSS PROFIT                                    33 %               29 %
                                              ----               ----
EXPENSES
   Administrative                               19 %               28 %
   Selling                                      10 %               10 %
   Depreciation and amortization                 5 %                7 %
                                              ----               ----

Loss from continuing operations
  before interest charges                       (1)%              (16)%

  Interest charges                              24 %              172 %
                                              ----               ----
Loss from continuing operations
  before income taxes                          (25)%             (188)%

   Income taxes                                 -- %               -- %
                                              ----               ----
Loss from continuing operations                (25)%             (188)%

Loss from discontinued operations               (1)%                1 %

Net Loss                                       (26)%             (187)%
                                              ----               ----



<PAGE>



RESULTS OF OPERATIONS

          Revenue. Revenue for the three months ended March 31, 2004 increased
by $570,000 or 23%, to $3,060,000, as compared to $2,490,000 for the three
months ended March 31, 2003. The increase is primarily attributable to new
contracts with existing automotive, aerospace and defense customers that were
awarded in the fourth quarter of 2003.

         Cost of Services. The cost of services for the three months ended March
31, 2004 increased by $290,000, or 16%, to $2,060,000, as compared to $1,770,000
for the three months ended March 31, 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 71% for the three months ended March 31,
2003 to 67% for the three months ended March 31, 2004.

         Gross Profit. Gross profit for the three months ended March 31, 2004
increased by $280,000, or 39%, to $1,000,000 compared to $720,000 for the three
months ended March 31, 2003. The increase in gross profit is consistent with the
increase in revenue. As a percentage of revenue, gross profit increased from 29%
for the three months ended March 31, 2003 to 33% for the three months ended
March 31, 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 March 31, 2004 decreased
by $100,000, or 9%, to $1,030,000 compared to $1,130,000 for the three months
ended March 31, 2003.

         Administrative expenses decreased by $120,000 or 17% to $570,000 for
the three months ended March 31, 2004 compared to $690,000 for the three months
ended March 31, 2003. General administrative expenses including salaries and
rent have decreased significantly over last year as a result of restructuring
and general cost cutting.

         Selling expenses for the three months ended March 31, 2004 increased by
$60,000, or 24%, to $310,000 from $250,000 for the three months ended March 31,
2003. The increase in selling expenses is consistent with the increase in sales
as the sales team's compensation is commissioned based.

        For the three months ended March 31, 2004, depreciation and amortization
expenses decreased by $50,000, or 26%, to $140,000 from $190,000 for the three
months ended March 31, 2003.

        0perating Loss from Continuing Operations. For the three months ended
March 31, 2004, losses from continuing operations decreased by $380,000 or 93%
to a loss of $30,000 as compared to a loss of $410,000 for the three months
ended March 31, 2003.

         Interest Charges. For the three months ended March 31, 2004, interest
charges decreased by $3,530,000, or 82.5%, to $750,000 from $4,280,000 for the
three months ended March 31, 2003. This decrease is attributable to the
reduction of the value of the beneficial conversion feature on all issued
convertible debentures which was determined to be $615,576 for the three months
ended March 31, 2004 and $3,935,684 for the three months ended March 31, 2003.

         Loss from Continuing Operations before Income Taxes. Loss from
continuing operations before income taxes for the three months ended March 31,
2004 decreased by $3,910,000 or 83% to a loss of $780,000 as compared to a loss
of $4,690,000 for the three months ended March 31, 2003.



<PAGE>


         Income Taxes. Income taxes for the three months ended March 31, 2004
decreased by $2,350 to $1,270 as compared to $3,620 for the three months ended
March 31, 2003.

         Loss from Continuing Operations. Loss from continuing operations for
the three months ended March 31, 2004 decreased by $3,910,000 or 83% to a loss
of $780,000 compared to a loss of $4,690,000 for the three months ended March
31, 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 March 31, 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 March 31,
2004 and 2003. The operating loss from the technology division for the three
months ended March 31, 2004 was $1,000 and $3,000 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 March 31, 2004 and $70,000 for the same period in 2003. The
operating loss from the training division for the three months ended March 31,
2004 was $10,000 compared to net income of $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 March
31, 2004 and $800,000 for the same period in 2003. Net income from the IT
recruitment division for the three months ended March 31, 2004 was nil and
$15,000 in 2003.

         Net Loss. Net loss decreased by $3,870,000 or 83% to $790,000 for the
three months ended March 31, 2004 compared to $4,660,000 for the three months
ended March 31, 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 March 31, 2004, the balance on the
receivable discount facility was $1,065,000 based on 75% of qualifying accounts
receivable.

             During the three months ended March 31, 2004, we 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 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 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 March 29, 2004, we entered into a new share purchase agreement with
Tazbaz Holdings Limited for the issuance and sale of a $100,000 principal amount
Convertible Debenture and 250,000,000 warrants to purchase shares of our 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 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.

          The proceeds of $475,000 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 $324,742. At March 31,
2004, the value of the beneficial conversion feature on all issued convertible
debentures was determined to be $615,576 which was credited to paid in capital
and charged to earnings as interest expense.

          At March 31, 2004, we had cash of $230,000 and a working capital
deficiency of $1,970,000. At March 31, 2004, we had a cash flow deficiency from
operations of $760,000, largely attributable to the increase in accounts
receivable of $320,000 and the decrease in accounts payable of $500,000. At
March 31, 2003, we had cash of $140,000 and a working capital deficiency of
$2,930,000. At March 31, 2003, we had cash flow from operations of $250,000.



<PAGE>



         At March 31, 2004, we had a cash flow deficiency from investing
activities of $40,000 related to the purchase of capital assets.

         At March 31, 2004 we had cash flow from financing activities of
$580,000 attributable primarily to proceeds of $475,000 from the sale of
convertible debentures and proceeds of $193,500 from the exercise of warrants.
At March 31, 2003, we had a cash flow deficit from financing activities of
$260,000 attributable primarily to the reduction in the receivable discount
facility of $1,130,000 which was offset by the proceeds of $875,000 from the
sale of convertible debentures.

        At March 31, 2004 we had a loan balance of $300,000 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 will begin 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%. This loan is subordinated to Morrison Financial Services
Limited.

         At March 31, 2004, we had approximately $20,000 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 March 31, 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.

         The note is subordinated to Morrison Financial Services Limited and the
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.

         At March 31, 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 are obligated to cover the monthly expense
associated with Ms. Dunne-Fushi's family health benefits until May 2004 and a
vehicle lease until August 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.

         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




<PAGE>


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
"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 Financial Accounting Standards Board 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



<PAGE>



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 Financial Accounting Standards Board 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. 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 Financial Accounting Standards Board 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


         As of May 17, 2004, we have issued 2,983,837,460 shares of our common
stock upon to the convertible debenture holders upon the conversion of
$2,835,000 of debentures and accrued interest.





<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 March 31, 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 October 1, 2003, SITQ National Inc. ("SITQ'), a former landlord,
filed a statement against us and our 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 we abandoned 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 we believe there is no merit for the breach of lease for future rent of
$3,250,000 and accordingly have made no provision in the accounts with respect
to this matter. We intend to defend this claim vigorously.

         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

                 During the first quarter 2004, we sold convertible debentures
and warrants for an aggregate of $25,000 pursuant to the share purchase
agreement (the "12% Senior Secured Convertible Debenture Agreement") dated
December 5, 2002. The debt is convertible into common stock at a discount to the
market. In connection with the offering, we issued an aggregate of 1,428,571


<PAGE>



warrants to purchase common stock. Pursuant to the terms of the initial offering
as reported in the Form 8-K that we filed with the SEC on December 9, 2002,
investors in that offering were granted the right to purchase an additional
$2,200,000 of convertible debt. As a result of the sales made during the first
quarter of 2004, there remain no convertible debentures and warrants available
for purchase by the investors as at March 31, 2004.


                 During the first quarter 2004, we sold convertible debentures
and warrants for an aggregate of $450,000 pursuant to a new share purchase
agreement dated March 25, 2004. The debt is convertible into common stock at a
discount to the market. In connection with the offering, we issued an aggregate
of 1,174,000,000 warrants to purchase common stock. Pursuant to the terms of the
initial offering as reported in the Form 8-K that we filed with the SEC on March
30, 2004, investors in that offering were granted the right to purchase an
additional $650,000 of convertible debt. As a result of the sales made during
the first quarter 2004, convertible debentures and warrants for an aggregate
dollar amount of $550,000 remain available for purchase by the investors as at
March 31, 2004.


        The proceeds from the sale of convertible debentures and warrants were
used to repay debt obligations and for working capital. The offering, which was
made to non-U.S. residents only, was exempt from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act") pursuant to
Regulation S promulgated thereunder.

        In addition, during the first quarter 2004, we sold unregistered
securities as described below. There were no underwriters involved in the
transactions and there were no underwriting discounts or commissions paid in
connection therewith, except as disclosed below. The purchasers of the
securities in such transactions represented their intention to acquire the
securities for investment purposes only and not with a view to or for sales in
connection with any distribution thereof and appropriate legends were affixed to
the certificates for the securities issued in such transactions. The purchasers
of the securities in the transactions below were each sophisticated investors
who were provided information about us and were able to bear the risk of loss of
their entire investment.

        On February 17, 2004, we issued 197,488 shares of common stock, no par
value per share, in consideration of consulting services in the amount of $336.

         We believe the above issuances were exempt from registration pursuant
to the exemption provided by Section 4(2) of the Securities Act.



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-K

(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.

        On March 30, 2004, Thinkpath filed a report on Form 8-K to disclose the
sales of securities in the form of convertible debentures and warrants in the
amount up to $1,000,000 to Bristol Investment Fund, Ltd.


* 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: May 21, 2004   By: /s/ Declan French By:       /s/ Kelly Hankinson
                             ---------------------       -----------------------
                             Declan French               Kelly L. Hankinson
                             Chief Executive Officer     Chief Financial Officer