IT STAFFING LTD, SB-2, 2000-02-25

IT STAFFING LTD
SB-2, 2000-02-25
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2000
Registration Statement No. 333-_____

================================================================================

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-----------

THINKPATH.COM INC.
(Name of small business issuer as specified in its charter)

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

<TABLE>
<S> <C> <C>
Ontario 7371 52-209027
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer I.D. No.)
incorporation or organization) Classification Code Number)
</TABLE>

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55 University Avenue
Toronto, Ontario, Canada M5J 2H7
(416) 364-8800
(Address and telephone number of principal executive
offices and principal place of business)

-----------

Jay M. Kaplowitz, Esq. Declan A. French, President
Arthur S. Marcus, Esq. THINKPATH.COM INC.
Gersten, Savage & Kaplowitz, LLP 55 University Avenue
101 East 52nd Street, 9th Floor Toronto, Ontario, Canada M5J 2H7
New York, New York 10022 (416) 364-8800
(212) 752-9700 (416) 364-2424 (fax)
(212) 980-5192 (fax)

(Name, address and telephone number of agents for service)

---------

Copies to:

Jay M. Kaplowitz, Esq.
Arthur S. Marcus, Esq.
GERSTEN, SAVAGE & KAPLOWITZ, LLP
101 East 52nd Street, 9th floor
New York, New York 10022
(212) 752-9700
(212) 752-9713 (fax)

Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: |X|
<PAGE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A) MAY DETERMINE.

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Title of Each Class of Amount Offering Maximum Amount of
Securities Being Being Price Per Offering Registration
Registered Registered Security(1) Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock(3) 1,361,471(4) $2.938 $4,061,267.90 $1,072.18

Common Stock Underlying 631,750 $ 3.24 $2,046,870.00 $ 540.37
Warrants(3)

Total registration 1,993,221 $1,612.55
</TABLE>

(1) Pursuant to Rule 457, estimated solely for the purpose of calculating the
registration fee.

(2) Based upon the last reported sales price of the registrant's common stock
of the same class as quoted on the Nasdaq SmallCap Market on February 22,
2000.

(3) Pursuant to Rule 416 under the Securities Act of 1933, as amended, there
are also being registered such indeterminate number of additional shares
of common stock as may be issuable upon conversion of the convertible
preferred stock and the exercise of warrants described herein and pursuant
to the provision of the convertible preferred stock regarding
determination of the applicable conversion price and dividend rate and
pursuant to the provision of the warrants regarding the applicable
exercise price.

(4) Includes 340,368 shares of common stock issuable if Thinkpath.com Inc.
formerly known as IT Staffing Ltd. chooses to exercise its right to sell
such shares to the investors in the December 1999 private placement
offering.

(5) Includes an aggregate of 156,750 shares of common stock issuable upon the
exercise of warrants, if Thinkpath.com Inc. formerly known as IT Staffing
Ltd. chooses to exercise its right to sell such warrants to the investors
in the December 1999 private placement offering.

Information contained herein is subject to completion or amendment. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.

Unless otherwise indicated, all reference to "Thinkpath", "us", "our" and
"we" refer to Thinkpath.com Inc. and its wholly-owned subsidiaries: Systemsearch
Consulting Services Inc., an Ontario corporation; International Career
Specialists Ltd., an Ontario corporation; Cad Cam, Inc., an Ohio corporation;
and ITS Acquisition Corp., a Delaware corporation. On February 24, 2000, we
changed our name from IT Staffing Ltd. to Thinkpath.com Inc.

ii
<PAGE>

PRELIMINARY PROSPECTUS

Subject to Completion, Dated February 25, 2000

THINKPATH.COM INC.

1,993,221 Shares of Common Stock

This is an offering of 1,993,221 shares of common stock of Thinkpath.com
Inc., 1,361,471 of which may be sold upon the conversion of Series A 8%
Cumulative Convertible Preferred Stock and 631,750 of which may be sold upon the
exercise of warrants. All of the shares are being offered by the selling
security holders named in this prospectus. We will not receive any of the
proceeds from the sale of the common stock, although we will receive
approximately $2,046,870 if all of the warrants are exercised. Our common stock
is traded on the Nasdaq SmallCap Market under the symbol "THTH" and on the
Boston Stock Exchange under the symbol "ITI". On February 22, 2000, the last
reported sales price of the common stock on the Nasdaq SmallCap Market was
$2.938.

Please see "Risk Factors" beginning on page 10 to read about factors you
should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this Prospectus is February 25, 2000
<PAGE>

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR SALE
UNDER THE SECURITIES LAWS OF CANADA OR ANY PROVINCE OR TERRITORY OF CANADA. THE
SECURITIES ARE NOT BEING OFFERED FOR SALE AND MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN CANADA, OR TO ANY RESIDENT THEREOF, IN VIOLATION OF
THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA.

ENFORCEABILITY OF CIVIL LIABILITIES

Thinkpath.com Inc.'s headquarters are located in, and its officers,
directors and auditors are residents of, Canada and a substantial portion of
Thinkpath.com Inc.'s assets are, or may be, located outside the United States.
Accordingly, it may be difficult for investors to effect service of process
within the United States upon non-resident officers and directors, or to enforce
against them judgments obtained in the United States courts predicated upon the
civil liability provision of the Securities Act of 1933, as amended, or state
securities laws. Thinkpath.com Inc. has been advised by its Canadian legal
counsel that there is doubt as to the enforceability in Canada against
Thinkpath.com Inc. or against any of its directors, controlling persons,
officers or the experts named herein, who are not residents of the United
States, in original actions or in actions for enforcement of judgments of United
States courts, of liabilities predicated solely upon United States federal
securities laws. Service of process may be effected, however, upon Thinkpath.com
Inc.'s duly appointed agent for service of process, Gersten, Savage & Kaplowitz,
LLP, New York, New York. If investors have questions with regard to these
issues, they should seek the advice of their individual counsel. Thinkpath.com
Inc. has also been informed by its Canadian legal counsel that, pursuant to the
Currency Act (Canada), a judgment by a court in any Province of Canada may only
be awarded in Canadian currency. Pursuant to the provision of the Courts of
Justice Act (Ontario), however, a court in the Province of Ontario shall give
effect to the manner of conversion to Canadian currency of an amount in a
foreign currency, where such manner of conversion is provided for in an
obligation enforceable in Ontario.

2
<PAGE>

EXCHANGE RATE DATA

Thinkpath.com Inc. maintains its books of account in Canadian dollars, but
has provided the financial data in this prospectus in United States dollars and
on the basis of generally accepted accounting principles as applied in the
United States, and its audit has been conducted in accordance with generally
accepted auditing standards in the United States. All references to dollar
amounts in this prospectus, unless otherwise indicated, are to United States
dollars.

The following table sets forth, for the periods indicated, certain
exchange rates based on the noon buying rate in New York City for cable
transfers in Canadian dollars. Such rates are the number of United States
dollars per one Canadian dollar and are the inverse of rates quoted by the
Federal Reserve Bank of New York for Canadian dollars per US$1.00. The average
exchange rate is based on the average of the exchange rates on the last day of
each month during such periods. On February 22, 2000, the exchange rate was
CDN$1.00 per US$0.6852.

<TABLE>
<CAPTION>
One Month
Year Ended December 31, Ended January, 31
------------------------------- -----------------
1997 1998 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Rate at end of period $0.6999 $0.6533 $0.6928 $0.6890

Average rate during period 0.7227 0.6747 0.6731 0.6903

High 0.7493 0.7121 0.6917 0.6983

Low 0.6908 0.6307 0.6463 0.6838
</TABLE>

3
<PAGE>

TABLE OF CONTENTS

Page
----

Prospectus Summary............................................... 5
The Offering..................................................... 7
Summary Combined Financial Information........................... 8
Risk Factors..................................................... 9
Our ability to manage rapid expansion and to integrate our
business and the business of Cad Cam, Inc. has not been tested
and may not be successful........................................ 9
Our growth will require substantial capital................... 9
Our failure to identify and engage qualified information
technology and engineering professionals will adversely affect
our business..................................................... 9
Because our information technology and engineering
professionals may terminate their employment with us at any time,
we may not be able to meet our customers' requirements .......... 10
Because of our relatively small size, we may not be able to
compete effectively in our industry.............................. 10
Our expansion strategy may not result in success............. 10
We may be liable for payroll taxes and penalties in Canada
because we classify our information technology and engineering
professionals providing contract services as independent
contractors...................................................... 11
Our operating results may vary from quarter to quarter, and,
as a result, we may fail to meet the expectations of our investors
and analysts, which may cause our stock price to fluctuate or
decline.......................................................... 11
Our Web site may be vulnerable to security breaches and
similar threats which could result in out liability for damages
and harm to our reputation....................................... 12
Our software product, GTS, may not work as intended, which
could harm our business.......................................... 12
We may be held liable for the actions of our information
technology and engineering professionals when on assignment...... 12
Because we have limited management, we depend upon our senior
management, and their loss or unavailability could put us at a
competitive disadvantage......................................... 12
Existing management will retain substantial influence over
our operations upon the consummation of this offering............ 13
Currency fluctuations may adversely affect our operating
results.......................................................... 13
Your proportionate ownership interest in us may be diluted
upon the conversion of the outstanding shares of Series A 8%
Cumulative Convertible Preferred Stock and the exercise of the
warrants......................................................... 13
1,895,899 or, 60.1% of our total outstanding shares, are
restricted from immediate resale but may be publicly sold in the
near future. This could cause the market price of our common
stock to fluctuate significantly, even if our business is doing
well............................................................. 13
We have not, and do not intend, to pay cash dividends in
the foreseeable.................................................. 13
Special Note Regarding Forward-Looking Statements................ 14
Use of Proceeds.................................................. 15
Certain Market Information....................................... 15
Dividend Policy.................................................. 15
Selected Financial Data.......................................... 16
Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 17
Business......................................................... 25
Management....................................................... 41
Principal Shareholders........................................... 47
Certain Relationships And Related Party Transactions............. 49
Description of Securities........................................ 51
Certain United States and Canadian Income Tax Considerations..... 53
Investment Canada Act............................................ 55
Shares Eligible for Future Sale.................................. 56
Selling Security Holders......................................... 57
Plan of Distribution............................................. 58
Legal Matters.................................................... 59
Experts.......................................................... 59
Where You Can Find Additional Information........................ 59
Financial Statements............................................. F-1

-----------

You should rely only on the information contained in this prospectus. To
understand this offering fully, you should read this entire prospectus
carefully, including the financial statements and notes thereto. We have
included a brief overview of the most significant aspects of the offering itself
in the Prospectus Summary. We have not authorized anyone to provide you with
information different from that contained in this prospectus. The information
contained in this prospectus may only be accurate on the date of this
prospectus.

4
<PAGE>

PROSPECTUS SUMMARY

The following summary highlights some of the information in this
prospectus. It may not contain all of the information that is important to you.
To understand this offering fully, you should read the entire prospectus
carefully, including the risk factors and our consolidated financial statements
and the notes accompanying the consolidated financial statements appearing
elsewhere in this prospectus.

Our Business

We are a provider of information technology and engineering staffing
services in Canada and the United States, supplying qualified information
technology and engineering professionals to our customers as independent
contractors for short and long-term assignments and for permanent placement
within such enterprises. Our customers include financial service companies,
software and other technology companies, Canadian and American governmental
entities and large multinational companies, including Bank of Montreal, Bell
Sygma Inc., Goldman Sachs, Chapters, Lucent Technologies, Cummins Engine,
General Motors, Xerox Corporation and American Express. We have recently
expanded our operations into the United States through the recent acquisition of
Cad Cam, Inc., an Ohio corporation with corporate headquarters in Dayton, Ohio,
and offices in Atlanta, Charleston, Chicago, Cincinnati, Columbus, Detroit,
Indianapolis, Louisville and Tampa. We intend to continue to develop a network
of offices to provide information technology staffing services throughout North
America.

We have focused on the recruitment of quality information technology and
engineering professionals. We utilize established testing methods to ensure that
our information technology professionals are properly qualified. We also review
candidates technical backgrounds and conduct preliminary interviews prior to
referring candidates to our customers. By attracting the most qualified
information technology and engineering professionals, we believe that we will be
able to attract high quality customers who require the services of such
professionals.

Since inception, we have pursued a strategy of developing and utilizing
technology that we believe will provide us with a competitive advantage. As a
result, we believe that one of our primary competitive strengths is our
utilization of technology. We maintain a database of more than 50,000
information technology and engineering professionals and advertise on the
Internet to attract both candidates and customers. We have developed a
recruitment management product called GTS. GTS is a Web-based recruitment
technology, which automates and electronically manages every step of the
recruitment and hiring process.

GTS reduces resume overload by pre-screening candidates with automated
filtering mechanisms; automates job postings to external boards and news groups;
manages a client's recruitment Web site and internal posting and referral
programs; handles all administrative details such as interview scheduling and
correspondence; and provides an elaborate reporting facility to calculate hiring
costs. The technology is hosted by us and runs entirely over the Internet. We
believe that we will have an advantage in marketing our staffing services to
companies using GTS because of our familiarity with the software and the ease of
electronic data interchange with us.

Our business objectives are to increase our share of the information
technology and engineering staffing services market in Canada and the United
States, as well as to establish a network of offices throughout such countries
which, when linked by means of the Internet, will allow us to provide our
customers with an array of information technology and engineering staffing
services. The primary components of the our strategy to achieve such objectives
are as follows:

5
<PAGE>

o Leverage our customer base to attract and retain highly qualified
information technology and engineering professionals;

o Focus on niche markets;

o Expand into new regional markets by opening new offices or acquiring
competitive or complementary companies;

o Continue to utilize the Internet and information technology to provide a
competitive advantage; and

o Develop and promote a managed services practice.

Our headquarters are located at 55 University Avenue, Toronto, Ontario,
Canada M5J 2H7. We were incorporated under the laws of the Province of Ontario,
Canada in February 1994. Our telephone number is (416) 364-8800.

6
<PAGE>

THE OFFERING

Common Stock Offered........ 1,993,221 shares of common stock. See
"Description of Securities."

Shares of Common Stock
Outstanding ................ 3,152,899

Use of Proceeds............. We will not receive any proceeds from the sale
of the shares of common stock by the selling
security holders, although we will receive
approximately $2,046,870 if all of the
warrants, the underlying shares of which are
being registered in this offering, are
exercised. See "Use of Proceeds."

Common Stock Trading Symbol Nasdaq SmallCap Market: "THTH"
Boston Stock Exchange: "ITI"

Risk Factors................ An investment in our common stock involves a
high degree of risk and should be made only
after careful consideration of the significant
risk factors that may affect us. Such risks
include special risks concerning us and our
business. See "Risk Factors."

7
<PAGE>

SUMMARY COMBINED FINANCIAL INFORMATION

Nine Months
Ended
September 30,
Year Ended (Unaudited)
December 31, (Pro Forma)
------------ -----------

1997 1998 1999
---- ---- ----

(in thousands except per share data)

Statement of Operations Data

Revenue $ 4,704,341 $12,502,560 $27,431,327

Income (loss) from Operations 193,529 466,511 776,735

Net income 138,408 351,190 657,331

Net income per share 0.11 0.18 0.24

Nine Months Ended
September 30,
Year Ended (Unaudited)
December 31, (Pro Forma)
------------ -----------

1998 1999
---- ----

(in thousands except per share data)

Balance Sheet Data

Working capital (161,432) 1,042,740

Total Assets 4,848,777 17,616,493

Long-term debt 846,679 541,816

Total liabilities 3,062,584 10,241,046

Total stockholders' equity 1,786,193 7,375,447

8
<PAGE>

RISK FACTORS

An investment in our common stock involves a high degree of risk. In
addition to other information contained in this prospectus, you should carefully
consider the following risk factors and other information in this prospectus
before investing in our common stock.

Our ability to manage rapid expansion and to integrate our business and the
business of Cad Cam, Inc. has not been tested and may not be successful.

Our recent expansion, which involves the acquisition of Cad Cam, Inc. in
September 1999 requires us to integrate Cad Cam, Inc. with our own operations.
This acquisition , together with any other acquisitions we may make in the
future, will place a substantial strain on our administrative, operational and
financial resources. In addition, we may have difficulty in integrating their
personnel and operations with ours. To mange our growth, including the
integration of our acquisitions, we must implement systems and train and manage
our employees. Because we have limited management depth, we may have to employ
experienced senior and middle management personnel, and we may not be able to
hire or retain qualified personnel.

Our growth will require substantial capital.

In order to develop our business, both internally and through
acquisitions, we will require significant additional funds for the expansion of
our sales force and recruiting staff, the introduction of new products and
financing our continuing operations. At September 30, 1999, we had working
capital of approximately $1,042,740, and we estimate that capital requirements
for 2000 will be approximately $2,000,000, although it is possible that we may
require significantly more than that amount. Our failure to generate or raise
sufficient funds, may require us to delay or abandon some or all of our future
expansion plans or expenditures or reduce the scope of some or all of our
present operations, which could materially adversely effect our financial
condition, results of operations and cash flow. Other than our working capital,
our only other source of available funds for our operations is our bank credit
line. We cannot assure you that we will have the funds we require for our
operations. We cannot predict whether any additional financing will be in the
form of equity or debt, or be in another form. We may not be able to obtain the
necessary additional capital on a timely basis or on acceptable terms, if at
all. In any of these events, we may be unable to implement our current plans. In
the event that any future financing should take the form of equity securities,
the holders of our common stock may experience additional dilution

Our failure to identify and engage qualified information technology and
engineering professionals will adversely affect our business.

Our business is dependent upon our identifying, hiring and retaining
qualified information technology and engineering professionals. If we fail to
identify a sufficient number of qualified professionals, our business will be
materially and adversely affected. We may have difficulty in meeting our
staffing requirements for a number of reasons, including the following:

o information technology and engineering professionals are in high demand
worldwide, the demand for such professionals is increasing and turnover in
the industry is very high compared with other industries;

o as we seek to expand we will require greater numbers of these
professionals; and

o the information technology services market is characterized by rapid
technological change, evolving industry standards, changing client
preferences and new product and service introductions, which may increase
the difficulty in identifying, hiring and retaining qualified

9
<PAGE>

professionals.

Because of the specialized nature of the placement market for information
technology and engineering professionals, we are highly dependent upon our
ability to identify and place professionals possessing the technical skills and
experience required by employers. If we fail to do so, our business will be
adversely affected.

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

Because our revenue is dependent upon the number of information technology
and engineering professionals we place on assignment, our success depends on our
ability to attract and retain qualified professionals with the technical skills
and experience necessary to meet our customers requirements. If we are not able
to provide our customers with the technical personnel they require, our
customers will seek to fill their requirements from other companies. There is
intense competition for information technology and engineering professional,
both from numerous staffing companies such as us and from companies seeking to
meet their own requirements. As a result:

o We must compete with other companies in seeking to employ information
technology and engineering professionals, including other staffing
companies who are engaged by the same customer as we are.

o We employ the professionals for a specific project on an at will basis,
which permits the professional to terminate his or her employment with us
on little or no notice.

o The professionals have in the past and may in the future accept
assignments from other companies upon completion of their assignments with
us.

Because of our relatively small size, we may not be able to compete effectively
in our industry.

The information technology and engineering staffing industry is highly
competitive and fragmented and is characterized by low barriers to entry. We
compete for potential customers with other providers of information technology
and engineering staffing services, systems integrators, providers of outsourcing
services, computer consultants, employment listing services, and temporary
personnel agencies. Many of our current and potential competitors have longer
operating histories, significantly greater financial, marketing and human
resources, greater name recognition, a larger base of information technology and
engineering professionals and customers and a greater ability to respond quickly
to changing customer requirements, which may give such competitors a competitive
advantage. We expect that competition will increase, which could result in price
reductions and reduced margins, which could materially adversely affect our
business, prospects, financial condition and results of operations.

Our expansion strategy may not result in success.

Our expansion plans depend on our ability to enter new regional markets,
expand our existing operations and add additional areas of expertise. This
expansion is dependent on a number of factors, including our ability to attract,
hire, integrate and retain qualified employees, develop, recruit and maintain a
base of qualified information technology and engineering professionals within
each regional market and accurately assess the demand for our services in such
markets; and initiate, develop and sustain corporate customer relationships. We
cannot assure you that we will be able to add qualified employees or enter new
regional markets or that our expansion strategy will be profitable to us.
Furthermore, our failure to expand into new markets could hinder our ability to
attract multinational and other large corporations which could have a material
adverse effect on our business, prospects, financial condition and results of
operations.

10
<PAGE>

We may be liable for payroll taxes and penalties in Canada because we classify
our information technology and engineering professionals providing contract
services as independent contractors.

We treat our information technology professionals providing contract
services in Canada as independent contractors rather than employees.
Accordingly, we have not withheld payroll source deductions including, Canada
Pension Plan, Employment Insurance and Employer's Health Tax and we have not
paid the employer's portion of these taxes, and we have not recorded a reserve
on our financial statements for such taxes and penalties. If the taxing
authorities in Canada determine that they are employees we could be subject to
significant taxes and penalties, which could have a material adverse effect upon
our financial condition and the results of our operations. In addition, to the
extent that we are required to pay these taxes in the future, our gross margin
would be reduced to reflect the additional cost of revenue. In the United
States, all of our contract service professionals are classified as employees
and all relevant employee and employer payroll taxes are withheld.

Our operating results may vary from quarter to quarter, and, as a result, we may
fail to meet the expectations of our investors and analysts, which may cause our
stock price to fluctuate or decline.

Our revenue and operating results have fluctuated significantly in the
past, and we expect that they will continue to fluctuate significantly in the
future due to a variety of factors, many of which are outside of our control.
These factors include, among others:

o the demand for our services;

o our ability to attract and retain both information technology and
engineering professionals and customers;

o the timing and significance of new services and products introduced by us
and our competitors;

o the level of services provided and prices charged by us and by our
competition;

o unexpected changes in operating expenses;

o changes in the mix of services offered, including the relative
contribution of e-business solutions services and information technology
consulting to our revenue and gross profit; and

o general economic factors.

Since our revenue is derived principally from the services of our
professionals, the utilization of our professionals has a direct effect upon our
operating results. A substantial portion of our operating expenses is related to
personnel costs, marketing programs and overhead, which cannot be adjusted
quickly and are therefore relatively fixed in the short term. Our operating
expense levels are based, in significant part, on our expectations of future
revenues on a quarterly basis, and such expectations may not be met.

Due to all of these factors and the other risks discussed in this
prospectus, you should not rely on period-to-period comparisons of our results
of operations as an indication of future performance. Furthermore, if our
results of operations fall below the expectations of public market analysts or
investors, the market price of our common stock is likely to decline.

11
<PAGE>

Our Web site may not be adequate to meet the growing needs of our business.

We have developed a Web site for internal communications as well as
marketing and recruiting. The satisfactory performance, reliability and
availability of our Web site and network infrastructure are and will be critical
to our reputation and our ability to attract and retain customers and technical
personnel and to maintain adequate customer service levels. Any system
interruptions or reduced performance of our Web site could materially adversely
affect our ability to attract new customers and technical personnel.

Our Web site may be vulnerable to security breaches and similar threats which
could result in our liability for damages and harm to our reputation.

Despite the implementation of network security measures, our Web site is
vulnerable to computer viruses, break-ins and similar disruptive problems caused
by Internet users. These occurrences could result in our liability for damages,
and our reputation could suffer. The circumvention of our security measures may
result in the misappropriation of such proprietary information. Any such
security breach could lead to interruptions and delays and the cessation of
service to our customers and could result in a decline in revenue and income.

Our software product, GTS, may not work as intended, which could harm our
business.

We are substantially dependent on GTS software, for the day to day
operation of our business. We cannot assure you that this software will function
as intended or that it will provide us with any competitive advantage. We may
not be able to successfully market GTS. Furthermore, if a market develops, GTS
software may be used by our competitors and potential customers, which may have
the effect of reducing our revenue.

We may be held liable for the actions of our information technology and
engineering professionals when on assignment.

Although our customer agreements disclaim responsibility for the conduct
of information technology and engineering professionals provided by us, we may
be exposed to liability with respect to actions taken by our information
technology professionals while on assignment, such as damages caused by errors
of information technology and engineering professionals, misuse of customer
proprietary information or theft of customer property. Although we maintain
insurance coverage, due to the nature of our assignments, we cannot assure you
that the insurance coverage will continue to be available on reasonable terms,
if at all, or that it will be adequate to cover any liability as a result of the
information technology and engineering professionals being on assignment.

Because we have limited management, we depend upon our senior management, and
their loss or unavailability could put us at a competitive disadvantage.

Our future success will depend to a significant extent on the efforts of
our key management personnel, particularly Declan French, our chairman of the
board, president and chief executive officer, John A. Irwin, John R. Wilson and
Roger Walters, presidents of our subsidiaries. The loss or unavailability of any
of these key employees could have a material adverse effect on our business,
prospects, financial condition and results of operations. In addition, we
believe that our future success will depend in large part upon our continued
ability to attract and retain highly qualified recruiters, who often serve as
the contact person for our customers. There can be no assurance that we will be
able to attract and

12
<PAGE>

retain the qualified personnel necessary for our business.

Existing management will retain substantial influence over our operations upon
the consummation of this offering.

Upon the consummation of this offering, our directors and executive
officers would will beneficially own approximately 1,762,545 shares, or 52.9% of
our common stock. As a result, they will have the ability to elect our directors
and determine the outcome of all matters on which stockholders are entitled to
vote.

Currency fluctuations may adversely affect our operating results.

Revenue denominated in Canadian dollars accounted for 39% of our revenue
for the nine months ended September 30, 1999, 95% for the year ended December
31, 1998, and 96% for the year ended December 31, 1997. Accordingly, the
relationship of the Canadian dollar to the value of the United States dollar may
materially affect our operating results. In the event that the Canadian dollar
were materially devalued against the United States dollar, our operating results
could be materially adversely affected.

Your proportionate ownership interest in us may be diluted upon the conversion
of the outstanding shares of Series A 8% Cumulative Convertible Stock and the
exercise of the warrants.

In December 1999, we issued 15,000 shares of Series A Cumulative Preferred
Stock and warrants to purchase 475,000 shares of common stock at an exercise
price of $3.24 per share in consideration of $1,500,000, which if converted
and/or exercised will dilute your proportionate ownership interest in us. The
shares of Series A 8% Cumulative Preferred Stock are convertible into shares of
our common stock at a conversion price equal to the lesser of (x) 90% of the
average closing bid prices of our common stock as reported on the Nasdaq
SmallCap Market for the three days immediately preceding December 31, 1999, or
(y) 80% of the average of the three lowest closing bid prices for the ten
trading days immediately preceding the conversion of the shares of the Series A
Cumulative Preferred Stock. Each conversion and/or exercise will reduce the per
share value of your shares of common stock and reduce your proportionate
ownership interest in us.

1,895,899 or, 60.1% of our total outstanding shares, are restricted from
immediate resale but may be publicly sold in the near future. This could cause
the market price of our common stock to significantly, even if our business is
doing well.

As of February 22, 2000, we have had 3,152,899 outstanding shares of
common stock, 1,257,000 of which may be resold in the public market immediately.
The remaining 60.1%, or 1,895,899 shares, of our outstanding shares will become
available for resale in the public market on December 2, 2000. As restrictions
on resale end, the market price could drop significantly if the holders of these
restricted shares sell them or are perceived by the market as intending to sell
them.

We have not, and do not intend, to pay cash dividends in the foreseeable future.

We have not paid any cash dividends on our common stock and do not intend
to pay cash dividends in the foreseeable future. We intend to retain future
earnings, if any, for reinvestment in the development and expansion of our
business. Pursuant to our agreement with the Business Development Bank of
Canada, we will not pay dividends so long as our loan from the Business
Development Bank of Canada remains outstanding. Dividend payments in the future
may also be limited by other loan

13
<PAGE>

agreements or covenants contained in other securities which we may issue. Any
dividend payments which we may make would be subject to Canadian withholding tax
requirements. Any future determination to pay cash dividends will be at the
discretion of our Board of Directors and be dependent upon our financial
condition, results of operations, capital and legal requirements and such other
factors as our Board of Directors deems relevant.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information in this prospectus may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934. This information may involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. These factors include the risks described in "Risk
Factors." Forward-looking statements, which involve assumptions and describe our
future plans strategies and expectations, are generally identifiable by use of
the words "may," "should," "expect," "anticipate," "estimates," "believe,"
"intend" or "project" or the negative of these words or other variations on
these words or comparable terminology.

14
<PAGE>

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of common
stock owned by the selling security holders, although we will receive
approximately $2,046,870 if all of the warrants are exercised. If the warrants
are exercised, we will use the net proceeds for the funding of potential
acquisitions, working capital and general corporate purposes. All proceeds from
the sales of the shares of common stock owned by the selling security holders
will be for their own accounts. See "Selling Security Holders."

CERTAIN MARKET INFORMATION

Our common stock began trading on the Nasdaq SmallCap Market on June 2,
1999, when we completed our initial public offering. Our common stock is listed
on the Nasdaq SmallCap Market under the symbol "THTH" and on the Boston Stock
Exchange under the symbol "ITI". As of February 22, 2000, we had 3,152,099
shares of common stock outstanding. The following table sets forth the high and
low bid prices for our common stock as reported on the Nasdaq SmallCap Market.
The high and low bid prices reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not represent actual transactions.

Common Stock
------------
Fiscal 1999 High Low
- ----------- ---- ---
Third Quarter $ 5.25 $ 2.813
Fourth Quarter $ 4.969 $ 2.938

Fiscal 2000
- -----------
First Quarter $ 4.438 $ 2.844
(Through February 22,
2000)

On February 22, 2000, we had 29 holders of record of 3,152,899 outstanding
shares of common stock.

On February 22, 2000, the last sale price of our common stock as reported
on the Nasdaq SmallCap Market was $2.938.

DIVIDEND POLICY

We have never paid or declared dividends on our common stock. The payment
of cash dividends, if any, in the future is within the discretion of the Board
of Directors and will depend upon our earnings, capital requirements, financial
condition and other relevant factors. We intend to retain future earnings for
use in our business.

15
<PAGE>

SELECTED FINANCIAL DATA

The following selected statement of operations data is for the period from
January 1, 1997 through September 30, 1999. The selected balance sheet data is
for the period from January 1, 1998 through September 30, 1999. The statement of
operations and balance sheet data for the years ended December 31, 1997 and 1998
is derived from our consolidated financial statements and the related notes
included elsewhere in this prospectus audited by Schwartz Levitsky Feldman, llp.
The statement of operations and balance sheet for the nine months ended
September 30, 1998 and 1997 are based on unaudited information prepared by
management on a pro forma basis All information should be read in conjunction
with the consolidated and pro forma financial statements and the notes contained
elsewhere in this prospectus.

Nine Months
ended
September 30,
(Unaudited)
Year ended December 31, (Pro Forma)
----------------------- -----------
1997 1998 1999
---- ---- ----

(in thousands except per share data)

Statement of Operations Data:

Revenue $ 4,704,341 $12,502,560 $27,431,327

Income (loss) from Operations 193,529 466,511 776,735

Net income 138,408 351,190 657,331

Net income per share 0.11 0.18 0.24

Nine Months ended
September 30,
Year Ended (Unaudited)
December 31, (Pro Forma)
------------ -----------

1998 1999
---- ----

(in thousands except per share data)

Balance Sheet Data:

Working capital (161,432) 1,042,740

Total Assets 4,848,777 17,616,493

Long-term debt 846,679 541,816

Total liabilities 3,062,584 10,241,046

Total stockholders' equity 1,786,193 7,375,447

16
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS

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

Overview

For the year ended December 31, 1997, the year ended December 31, 1998,
and the nine months ended September 30, 1999, we derived 96%, 95%, and 39%,
respectively, of our revenue in Canada and the remainder in the United States.
Our books and records are recorded in Canadian dollars. For purposes of
financial statement presentation, we convert balance sheet data to United States
dollars using the exchange rate in effect at the balance sheet date. Income and
expense accounts are translated using an average exchange rate prevailing during
the relevant reporting period. There can be no assurance that we would have been
able to exchange currency on the rates used in these calculations. We do not
engage in exchange rate hedging transactions. A material change in exchange
rates between United States and Canadian dollars could have a material effect on
our reported results.

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

Revenue from contract services is recognized as services are provided.
Similarly, expenses for

17
<PAGE>

contract services, which usually consist solely of consulting fees paid to
contract workers, are recognized as services are provided. For the year ended
December 31, 1997, the year ended December 31, 1998, and the nine months ended
September 30, 1999, the gross margin on contract services revenue was
approximately 23%, 26%, 26%, respectively. Contract services accounted for 79%
of revenue and 46% of gross profit for the year ended December 31, 1997,
approximately 82% of revenue and 55 % of gross profit for the year ended
December 31, 1998 and approximately 92% of revenue and 74% of gross profit for
the nine months ended September 30, 1999

As a result of our acquisition of Cad Cam, Inc., we now perform `internal
offerings' or contract services for customers on a project by project basis
whereby we will be engaged to complete a particular, specified project. We hire
full-time employees to supervise these projects. These projects are billed on a
time-and-materials basis or charged a fixed price for the project. If we charge
a fixed price for a project, we will be required to estimate the total costs
involved in the project and formulate a bid that contains an adequate profit
margin. If we are unable to accurately predict the costs of such a project, or
the costs of the project change due to unanticipated circumstances, which may be
circumstances that are beyond our control, we may earn lower profit margins or
suffer a loss on a given project.

In the case of permanent placement services, we identify and provide
candidates to fill a permanent position for its customer. We recognize revenue
when the information technology professional commences employment. We perform
permanent placement services pursuant to three invoicing policies. Contingency
services are engagements in which we are only paid if we are successful in
placing a candidate in a position. Contingency exclusive services are similar to
contingency services; however, we are the only firm engaged to fill the
position. Retained search services are similar to contingency exclusive
services, except that we receive a non-refundable portion of the fee prior to
performing any services, with the remainder paid if the position is filled.
Contingency, contingency exclusive and retained search services accounted for
approximately 71%, 18% and 11%, respectively, of our permanent placement
services for the year ended December 31, 1997, 80%, 15% and 5% for the year
ended December 31, 1998 and 65%, 30% and 5% for the nine months ended September
30, 1999, respectively.

We calculate gross profit by subtracting the fees paid to contractors from
net revenue. We do not attribute any direct costs to permanent placement
services; therefore the gross profit margin on such services is 100% of revenue.
As a result, the addition of permanent placement revenue to contract services
revenue has a significant effect on our gross profit margin as a whole.
Permanent placement services accounted for 21% of revenue and 54% of gross
profit for the year ended December 31, 1997, 18% of revenue and 45% of gross
profit for the year ended December 31, 1998 and 8% of revenue and 26% of gross
profit for the nine months ended September 30, 1999.

We anticipate expanding into new regional markets by establishing new
offices or by acquiring or investing in complementary or competitive companies.
We have identified three additional acquisition candidates and have executed
non-binding letters of intent with respect to such acquisition candidates. We
expect the cost of opening and funding a new office to range from $200,000 to
$500,000, depending on the size of the office and the costs of doing business in
the city in which the office is to be located. Such costs will primarily consist
of leasing office space, purchasing or leasing office equipment and computer
hardware and other related expenses incurred prior to the commencement of
operations in new locations. Such costs also include operating expenses, such as
payroll and advertising, which are often incurred prior to such time that the
new office is able to generate significant cash flow from operations. The
opening of new offices in new regional markets results in increased operating
expenses including, but not limited to, salaries, equipment, insurance,
marketing and public relations. Senior management also devotes resources to
training and management support. Based on the experience of our principals, we
expect newly opened offices to become productive within 6 to 12 months of
opening. Although there can be no assurance that such expectations will be
satisfied, our expectations in terms of productivity for new offices by the 12th
month of operations are: 30 contractors and between $30,000 to $50,000 in
permanent placement sales per

18
<PAGE>

month with annual revenues of approximately $450,000. We have in the past and
are likely to utilize acquisitions as an attempt to avoid or limit these costs,
but we incur other costs as a result of any acquisitions, including funding the
purchase price and expenses related to the integration of operations and
training of new employees. With regard to previous acquisitions, integration
costs were expensed in the period that they were incurred and we expect to
continue to do so with future acquisitions. Our current acquisition targets are
small companies which can benefit from our advanced information technology and
other operating systems. There can be no assurance that integrating our
operations with those of acquired companies will result in improvements in such
companies' operations or increased revenue from such operations.

In April 1998, we acquired all the issued and outstanding capital stock of
Systemsearch Services Inc. and Systems PS Inc. from John R. Wilson for aggregate
consideration $100,007 and 174,551 shares of our common stock. Systems PS Inc.
is inactive but holds certain assets utilized by Systemsearch Consulting
Services Inc. in its operations. The acquisition was effective as of January 2,
1997. Declan French, our President and Chairman of the Board, participated in
the management of Systemsearch Consulting Services Inc. We shared data and
operating information systems with Systemsearch Consulting Services Inc. during
the year ended December 31, 1997. Accordingly, our Consolidated Financial
Statements incorporate the operations of Systemsearch Consulting Services Inc.
since January 1, 1997.

On May 19, 1998, we completed the acquisition of all the issued and
outstanding shares of capital stock of International Career Specialists Ltd. for
$303,555 in cash and 130,914 shares of our common stock to John A. Irwin, who
was not affiliated with us prior to this acquisition. In connection with the
acquisition, International Career Specialists Ltd. made a distribution to Mr.
Irwin of certain of its assets that were not necessary for the operation of the
business. The transaction was effective as of January 1, 1998. Declan French and
some of our other officers participated in the management of International
Career Specialists Ltd. during the year ended December 31, 1998. Accordingly,
our Consolidated Financial Statements incorporate the operation of International
Career Specialists Ltd. since January 1, 1998.

In November 1998, we completed the acquisition of certain assets of
Southport Consulting, Inc. from Mr. Michael Carrazza for $50,000 in cash and
40,000 shares of our common stock.

19
<PAGE>

On September 16, 1999, we completed the acquisition of all the issued and
outstanding capital stock of Cad Cam, Inc., an Ohio corporation, for an
aggregate of $3,000,000 in cash, $1,500,000 pursuant to a promissory note and
$1,500,000 worth of our common stock to be issued to Roger Walters, Cad Cam,
Inc.'s president. As part of the transaction, we entered into an employment
agreement with Mr. Rogers pursuant to which Mr. Walters will serve as the
president of Cad Cam, Inc. and our executive vice president for a period of 2
years at an annual salary of $200,000 per year. Mr. Walters was also elected to
serve as one of our directors. The share purchase agreement was executed on
September 16, 1999 and the transaction was effective as of January 1, 1999. Mr.
Walters was not affiliated with us prior to the acquisition.

Each acquisition was accounted for using the purchase method of
accounting, which requires that the purchase price be allocated to the assets of
the acquired entity based on fair market value. In connection with the
acquisitions of Systemsearch Consulting Services Inc., International Career
Specialists Ltd., certain assets of Southport Consulting, Inc. and all of the
issued and outstanding stock of Cad Cam, Inc. we recorded $434,657, $851,763,
$100,000, and $6,000,000 respectively, in goodwill, which is being amortized
over thirty years in accordance with generally accepted accounting principles as
applied in the United States.

Results of Operations

The following table presents certain of our financial data as a percentage
of our revenue based on information derived from our financial statements.

<TABLE>
<CAPTION>
Nine Months
Ended
Year Ended, September 30
December 31, (unaudited)
------------------ (pro forma)
1997 1998 1999
--- --- ---
<S> <C> <C> <C>
Sales .................................. 100% 100% 100%
Contractor Costs ....................... 61% 61% 68%
Gross profit ........................... 39% 39% 32%
Operating Expenses ..................... 34% 36% 29%
Income from operations ................. 4% 4% 3%
Net income ............................. 3% 3% 2%
</TABLE>

The Nine Months Ended September 30, 1999 Pro Forma Compared to the Nine Months
Ended September 30, 1998 Pro Forma

Revenue. Revenue for the nine months ended September 30, 1999 pro forma
increased by $2,862,878 or 11.7%, to $24,568,449, as compared to $8,756,482 for
the nine months ended September 30, 1998. The increase is due to an increase in
the volume of contract services. Revenue from contract services and permanent
placement services accounted for 92% and 8%, respectively, of revenue for the
nine months ended September 30, 1999 pro forma as compared to 90% and 10%,
respectively, for the nine months ended September 30, 1998 pro forma.

20
<PAGE>

Contractor Costs. Contractor costs for nine months ended September 30,
1999 pro forma increased by $2,400,868, or 14.7%, to $18,699,410, as compared to
$16,299,342 for the nine months ended September 30, 1998 pro forma. This
increase was due to the increased volume of contract services.

Gross Profit. Gross profit for the nine months ended September 30, 1999
pro forma increased by $462,810, or 5.6%, to $8,731,917, as compared to
$8,269,107 for the nine months ended September 30, 1998 pro forma. This increase
was attributable to the aforementioned increase in revenue during nine months
ended September 30, 1999 pro forma. As a percentage of revenue, gross profit
decreased from 34% for the nine months ending September 30, 1998 pro forma to
32% for the nine months ending September 30, 1999 pro forma. This decrease was a
result of the decline in permanent placement sales and the dramatic increase in
contract sales, primarily due to the acquisition of Cad Cam, Inc.

Operating Expenses. Operating expenses for the nine months ended September
30, 1999 pro forma increased by $378,071, or 5%, to $7,955,183, as compared to
$7,577,166 for nine months ended September 30, 1998 pro forma. This increase was
primarily attributable to the increase in administrative expenses at the
corporate level to support the increasing number of locations and volume of
transactions. As a percentage of revenue however, operating costs decreased from
34% for the nine months ended September 30, 1998 pro forma to 29% for the nine
months ended September 30, 1999 pro forma.

Accounts Receivable. We had accounts receivable of $6,048,721 for the nine
months ended September 30, 1999 pro forma as compared to $6,508,794 for the nine
months ended September 30, 1998 pro forma. Accounts receivable represented 22%
of revenues for the nine months ended September 30, 1999 pro forma as compared
to 26% for the months ended September 30, 1998 pro forma.

Net Income. Net income for the months ended September 30, 1999 pro forma
increased by $526,808, or 404% to $657,331 as compared to $130,523 for the
months ended September 30, 1998 pro forma due to, among other things, the
reasons enumerated above.

Year Ended December 31, 1998 Compared to the Year Ended December 31, 1997

Revenue. Revenue for year ended December 31, 1998 increased by $7.8
million, or 166%, to $12.5 million, as compared to $4.7 million for the year
ended December 31, 1997. The increase is primarily attributable to the
acquisition effective January 1, 1998 of International Career Specialists Ltd.,
which had sales of $4.38 million for the year ended December 31, 1998. Also
contributing to the increase was an increase of $530,000 in the sales of
Systemsearch Consulting Services Inc. as a result of improvements in operations
since it was acquired by us effective January 2, 1997, and growth in the
contract sales in our Toronto office. Revenue from contract services and
permanent placement services accounted for 82% and 18%, respectively, of revenue
for the year ended December 31, 1998 as compared to 79% and 21%, respectively,
for the year ended December 31, 1997.

Contractor Costs. Contractor costs for the year ended December 31, 1998
increased by $4.7 million, or 163%, to $7.6 million, as compared to $2.9 million
for the year ended December 31, 1997. This increase was due to the increased
volume of contract services. As a percentage of revenue from contract services,
contractor costs decreased from 77% as a result of a higher margin mix of
contractors placed.

21
<PAGE>

Gross Profit. Gross profit for the year ended December 31, 1998 increased
by $3.1 million, or 170%, to $4.9 million, as compared to $1.8 million for the
year ended December 31, 1997. This increase was attributable to the
aforementioned increase in revenue during the year ended December 31, 1998. As a
percentage of revenue, gross profit increased to 39.2% for the year ended
December 31, 1998 as compared to 38.6% for the year ended December 31, 1997.
This increase was due to the slight decrease in the percentage of revenue which
was derived from contract services.

Operating Expenses. Operating expenses for the year ended December 31,
1998 increased by $2.8 million, or 173%, to $4.4 million, as compared to $1.6
million for the year ended December 31, 1997. This increase was primarily
attributable to increases of $1,861,553 in selling expenses and $980,934 in
administrative expenses at International Career Specialists Ltd. during the year
ended December 31, 1998. Administrative expenses at the Thinkpath Division also
increased as we expanded its infrastructure to support operations from multiple
locations and operated additional offices. As a percentage of revenue, operating
costs increased to 36% for the year ended December 31, 1998 from 34% for the
year ended December 31, 1997 due to an increase in the number of locations and
volume of transactions.

Accounts Receivable. We had accounts receivable of $2,184,783 for the year
ended December 31, 1998, as compared to $791,427 for the year ended December 31,
19997. Accounts receivable represented 17.5% of revenues for the year ended
December 31, 1998 as compared to 16.8% in the year ended December 31, 1997.

Net Income. Net income for the year ended December 31, 1998 increased by
$212,782, or 154% to $351,190, as compared to $138,408 for the year ended
December 31, 1997 due to, among other things, the reasons enumerated above.

<PAGE>

Liquidity and Capital Resources

Our primary sources of cash and cash flow from operations, a credit line
from Toronto Dominion Bank, our initial public offering and proceeds from the
December 1999 private placement.

At September 30, 1999 pro forma, we had cash of $1,338,284 and working
capital of $1,042,740. During the nine months ended September 30, 1999, we had a
cash flow deficiency from operations of $1,049,726, due primarily to a large
increase in accounts receivable. At September 30, 1998 pro forma we had cash and
cash equivalents of $231,200, and working capital of $765,914.

At December 31, 1998, we had cash of $0 and a working capital deficiency
of $161,000. During the year ended December 31, 1998, we had a cash flow
deficiency from operations of $45,938, due primarily to an increase in accounts
receivable of $1,393,356, which was partially offset by net income of $212,782
and an increase in accounts payable of $1,393,356. The increase in accounts
receivable is primarily due to the increase in revenue for the year ended
December 31, 1998 as compared to the year ended December 31, 1997. At December
31, 1997, we had cash and cash equivalents of $9,860, and a working capital
deficiency of $46,933. For the year ended December 31, 1997, we had a cash flow
deficiency from operations of $70,429, due primarily to an increase in accounts
receivable of $577,000, which was partially offset by increase in accounts
payable of $317,000 and net income of $138,000.

<PAGE>

For the year ended December 31, 1998, we had cash flow from financing
activities of $1,708,362, attributable primarily to proceeds of $1,075,252 from
the issuances of shares of our common stock. For the year ended December 31,
1997, we had cash flow from financing activities of $250,000 attributable
primarily to the increase in notes payable and bank indebtedness.

Our arrangement with the Toronto-Dominion Bank, which was revised in
October 1998, allows for an operating line, payable on demand, of up to $650,00.
At December 31, 1998, there was $701,234 outstanding on this line. As of
December 31, 1998, we had a total of $656,983 due to the Business Development
Bank of Canada pursuant to five separate loans.

During the year ended December 31, 1998, we had a cash flow deficit from
investing activities of $1,763,545, primarily attributable to the aforementioned
acquisition of International Career Specialists Ltd. During the year ended
December 31, 1997, we had a cash flow deficit from investing activities of
$184,000, primarily attributable to the aforementioned acquisition of
Systemsearch Consulting Services Inc.

During the fourth quarter of 1997, we experienced a financial loss of
$7,000. This loss was a function of two issues relating to operations. In
October 1997, we had begun operations in a New York office and incurred
approximately $67,000 of expenses relating to the start-up. While this type of
expense is a re-occurring item with each office opening, the costs will vary
depending upon the size and location of each new office. The second issue
relates to significant management time, commitment and effort invested in the
development of HR Workbench and AppTracker software programs. These are key
strategic initiatives for the Internet oriented nature of our operations.

We have entered into employment and consulting agreements with certain of
our key employees. These agreements provide for significant salaries and/or
bonuses based on our and/or certain of our divisions' financial performance.
These agreements could affect our liquidity.

We believe that cash flow from operations, our bank lines of credit,
together with the proceeds from the offerings on December 31, 1999 and on June
2, 1999, will be sufficient to satisfy our working capital needs for at least
the next eighteen months.

Year 2000 Preparation

Many computer systems and software products worldwide and throughout all
industries will not function properly, unless upgraded, in the year 2000, due to
a once common programming standard that represents years using two-digits. This
is the "Year 2000 problem" that has received considerable media coverage. We
believe that we are Year 2000 compliant with respect to our internal systems,
including our GTS software.

Seasonality

We experience a minor decrease in contract billings in the second half of
December as workers take their holidays; there also tends to be a sluggish start
to new billings in January due to lack of hiring momentum from managers newly
returned from holidays. Beyond these two instances, we do not experience much
seasonal fluctuation in our level of business.

24
<PAGE>

BUSINESS

Overview

We are a provider of information technology and engineering staffing
services, in Canada and the United States, supplying qualified information
technology and engineering professionals to our customers as independent
contractors for short and long-term assignments and for permanent placement
within such enterprises. Our customers include financial service companies,
software and other technology companies, Canadian and American governmental
entities and large multinational companies, including Bank of Montreal, Bell
Sygma Inc., Goldman Sachs, Chapters, Lucent Technologies, Cummins Engine,
General Motors, Xerox Corporation and American Express. We have recently
expanded our operations into the United States, through among other things, our
September 16, 1999, acquisition of Cad Cam, Inc., and intend to develop a
network of offices to provide information technology and engineering staffing
services throughout North America.

We have focused on the recruiting of quality information technology and
engineering professionals. We utilize established testing methods to ensure that
our professionals are properly qualified. We also review candidates' technical
backgrounds and conduct preliminary interviews prior to referring candidates to
our customers. By attracting the most qualified information technology
professionals, we believe that we will be able to attract high quality customers
who require the services of such professionals.

GTS reduces resume overload by prescreening candidates with automated
filtering mechanisms; automates job postings to external job boards and news
groups; manages a company's recruitment Web site and internal posting and
referral programs; handles all administrative details such as interview
scheduling and correspondence; and provides an elaborate reporting facility to
calculate hiring costs. The technology is hosted by us and runs entirely over
the Internet. We believe that we will have an advantage in marketing our
staffing services to companies using GTS because of our familiarity with the
software and the ease of electronic data interchange with us.

We were incorporated under the laws of the Province of Ontario, Canada in
1994.

Industry Background

The staffing industry has experienced significant growth in recent years
in response to the increased popularity of outsourcing of many staffing
requirements. This growth has been driven by employers who have sought to
convert personnel costs from fixed to variable in nature by reducing their
permanent staff and supplementing their workforce with contract employees for
specific projects, peak work loads and other needs. The use of flexible staffing
services has allowed employers to improve productivity, outsource specialized
skills and avoid the negative effects of layoffs. This trend has accelerated
with the pace of technological change and greater global competitive pressures.
Regulations governing employee benefits, insurance and retirement plans, as well
as the high cost of hiring, laying off and terminating permanent employees, have
prompted many employers to take advantage of the flexibility offered through
contract staffing arrangements. According to the Staffing Industry Report, a
leading

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industry publication, revenue for the year ended December 31, 1997 for
information technology staffing services in the United States is estimated to
have been $14.8 billion, a 27% increase over such revenues for the year ended
December 31, 1996. According to an 1998 IDC Canada survey, an independent
Canadian industry publication, the Canadian Information Technology services
industry grew by more than 11% in 1997, reaching CDN$11.5 billion in revenues,
an increase of 11.5% over such revenues for the year ended December 31, 1996,
and is expected to grow at a compounded annual rate of 12.1% through 2001.

The high technology industry as a whole continues to experience
substantial growth as constant innovations, such as open and distributed
computing, client/server technology, the Internet, relational databases and
object-oriented programming, shortens product lifecycles and accelerates the
demand for computer-related products. These trends, combined with the intense
competition faced by high technology companies, have put considerable pressure
on such companies to shorten the time-to-market of their products. The
development of these next generation products often requires highly specialized
technical talent which may not be available internally. This need for
information technology professionals is particularly critical during the period
prior to the release of new software or hardware products. As a result, these
high technology companies are frequently utilizing supplemental sources of
information technology professionals with expertise in current technologies.

As new technologies are developed and introduced, businesses are
attempting to integrate and implement these technologies into their already
complex information technology systems. As these systems are being deployed on
an enterprise-wide basis and on multiple hardware and software platforms, the
process of systems design and implementation has become more complex. As a
result, businesses are forced to find qualified information technology
professionals to design, develop, deploy and maintain their systems. Frequently,
however, qualified information technology professionals do not exist internally
or it may be impractical to redeploy and retrain internal personnel.
Consequently, these businesses are increasingly seeking to augment their staffs
with information technology professionals skilled in the management and
operation of such systems.

We believe that the growth of the Internet is likely to contribute to the
demand for information technology professionals. North American companies are
increasingly establishing or maintaining a presence on the Internet. Although
many companies outsource to Web site maintenance companies, others retain direct
control of their Web sites and may utilize contract workers to establish and
maintain such sites.

Despite increased demand for information technology professionals, there
is a shortage of information technology professionals proficient in the most
current computer languages and applications. According to the Information
Technology Association of America, recent studies indicate that the United
States has a shortage of approximately 346,000 information technology
professionals. According to a study performed by the KPMG/CATA Alliance, Canada
has a shortage of between 20,000 and 30,000 information technology
professionals. The studies also suggest that the shortfall is growing. Due to
the high demand for their services, many information technology professionals
have a variety of opportunities in the job market and an increasing number are
attracted to the benefits of working on a contract basis. Such benefits include
more flexible work schedules and the opportunity to work with emerging and
challenging technologies in a variety of industries.

We believe that to address their increasing demand for contract and
permanent information technology and engineering professionals, both research
and development departments of technology companies and information technology
departments of large corporations are turning to information technology and
engineering staffing companies to augment their existing operations.
Technology-dependent companies are increasingly utilizing outside consultants
to: (i) meet critical production deadlines; (ii) focus on their core business
and avoid devoting valuable time to the recruiting

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and hiring processes; (iii) access specialized technical skills; (iv) better
match staffing levels to current needs; and (v) reduce the costs of recruiting,
training and terminating employees.

Business Strategy

Our business objectives are to increase our share of the information
technology and engineering staffing services market in Canada and the United
States, as well as to establish a network of offices throughout such countries
which, when linked by means of the Internet, will allow us to provide our
customers with an array of information staffing services. The primary components
of our strategy to achieve such objectives are as follows:

Leverage Client Base to Attract and Retain Highly Qualified Information
Technology and Engineering Professionals

A key element of our success has been our ability to attract and retain
highly qualified information technology and engineering professionals. We
believe that the primary reason that we can attract such professionals is due to
our high quality customer base, which allows us the opportunity to identify and
deliver high quality assignments involving leading-edge technologies.
Additionally, we believe that we have developed a reputation among information
technology professionals for efficient and high quality placements by focusing
on an information technology professional's particular field of technical
specialization and providing access for information technology professionals to
cash compensation levels comparable to, or higher than, that of similarly
skilled, full-time employees.

As our high quality clients have allowed us to attract a large number of
qualified information technology and engineering professionals, our database of
information technology and engineering professionals, in turn, has allowed us to
increase our number of clients. We believe that this cyclical phenomenon in the
recruiting business creates the opportunity for significant growth it expands
and implements the other facets of our business plan.

Focus on Niche Markets

We believe that our expertise in the information technology and
engineering industry provides us with a competitive advantage over recruiting
firms that do not utilize information technology specialists in their
recruiting. The Staffing Report On-Line, an on-line magazine for the employment
and temporary service industry, views the information technology staffing
business as distinctly different from traditional staffing businesses. Our
recruiters follow information technology industry trends, are usually
knowledgeable in the information technology and engineering areas and have
access to our databases of information technology and engineering professionals,
all of which enables them to provide their customers with candidates who will
satisfy a particular client's requirements.

We believe that developing niche specialties will enhance our reputation
as a whole and create opportunities for us to establish relationships with new
customers who then may utilize us to locate information technology professionals
with other skills.

Expand into New Regional Markets

As opportunities arise, we intend to expand into certain markets by means
of acquisition, but believe that most expansion will come from the establishment
of new offices. We intend to establish such offices by hiring experienced
recruiters familiar with the local markets and providing them access to our
existing group of information technology professionals and customers by means of
the Internet. By hiring

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local recruiters, we believe that we will be able to attract local clients and
information technology professionals who may not have been previously familiar
with us. We believe that such recruiters will find us to be an attractive place
to work because of our existing relationships with multinational and other large
corporate clients, our good reputation among information technology
professionals, our quality information technology system and our incentive based
compensation package which will generally combine base salary, bonuses,
commissions and incentive stock options.

Where we deem it more cost effective, or when a particular acquisition
candidate will provide us with a competitive advantage, we may enter a new
regional market by acquiring an existing information technology staffing
company. We intend to focus on small acquisition targets who will be able to
benefit from our strong information technology and operating systems.

Continue to Utilize the Internet and Information Technology

We believe that our use of technology provides us with a competitive
advantage over many of our competitors. We utilize our GTS software to operate
our database and allow recruiters to use a query-based system that matches the
skill set and employment preferences of the information technology professionals
with the needs of the customer. This system also tracks other information, such
as average salaries of a particular position, which enables us to provide
valuable advice to its clients in selecting the proper information technology
professional. Our information technology professional database and recruiting
software is available to our employees in other cities through our fully secure
Intranet system. For example, a recruiter in a new office in Austin, Texas could
have complete access to our information technology in Toronto, Ontario. We
believe that this will enable us to open new offices that are quickly ready to
provide services to customers without incurring significant information
technology start-up costs. In smaller markets, we intend to utilize our
information technology system to create lightly staffed "virtual offices" that
rely on our Toronto, Ontario office for all administrative and many operating
functions.

We utilize the Internet to promote our services and to provide information
technology and engineering professionals with a complete listing of available
employment opportunities. Information technology and engineering professionals
can e-mail their resumes to our recruiters and, by completing an on-line form,
enter themselves into our database

We have developed a recruitment management product called GTS. GTS is a
Web-based recruitment technology which automates and electronically manages
every step of the recruitment and hiring process. GTS reduces resume overload by
prescreening candidates with automated filtering mechanisms; automates job
postings to external job boards and news groups; manages a company's recruitment
Web site and internal posting and referral programs; handles all administrative
details such as interview scheduling and correspondence; and provides an
elaborate reporting facility to calculate hiring costs. The technology is hosted
by us. and runs entirely over the Internet.

Develop and Promote a Managed Services Practice

We intend to form a team of consultants who will aid our customers in
determining their information technology staffing needs. We believe that this
will provide us with a competitive advantage when compared with traditional
recruiting firms. Furthermore, we believe that Managed Services could provide us
with an additional source of revenue, which could be particularly important if
companies utilize GTS and Internet sources to reduce their reliance on
recruiting firms.

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Capitalize on Year 2000 and Other Opportunities

Due to a once-common programming standard that represents years using
two-digits, many computer systems and software products, unless upgraded, may
not function properly in the year 2000. The problem may result in the inability
of computer systems to properly recognize date-sensitive data and may result in
the production of erroneous information or system failure.

Many companies rely on contract workers to review their computer systems
and make necessary changes to avoid the potential Year 2000 problems. Contract
workers are ideal for this task because it is likely to be a time consuming and
complicated, yet temporary, project. We will continue to exploit the Year 2000
issue as an opportunity to develop additional customer relationships and to
expand the scope of our contract work on a project-by-project basis.

We believe that computer systems will require modifications to be able to
properly record data changes and companies may rely on contract workers and
consulting teams to implement these changes. We have been and intend to continue
to capitalize on the need for a quick response to such provisions by assembling
teams of specialists to address such problems which we intend to use as an
opportunity to establish additional customer relationships.

As the state of the economy fluctuates, so too do expenditures on new
information technology systems. This is particularly true of the financial
services industry, where there is a higher amount of discretionary spending for
information technology systems. We have guarded against being adversely affected
by a curb in spending from the financial services sector by diversifying our
client base to include manufacturing, distributing and telecommunications firms,
and software companies.

We have been focusing our infrastructure development and marketing
initiatives on niche market areas, such as enterprise resource planning and
network management. We believe that by doing so, we have positioned ourselves in
the lowest possible risk sector for market fluctuations.

Contract Services

Our contract services revenue is derived from time and materials contracts
in which we supply a contract worker to perform under the supervision of the
client. Our contract services generally consist of providing contract workers to
customers for short and long term assignments. These assignments generally last
from three to twelve months, but can sometimes last much longer. The assignments
may be for specified projects or general information technology consulting work.
Although we currently bill the clients only on a time and materials basis at an
agreed upon hourly rate, in the future it may assemble teams that will perform
projects for an agreed upon fixed price for the project. We pay the contract
worker an agreed upon rate, pursuant to our standard consulting services
agreement. The contract worker generally receives between 75% and 80% of the
amount paid to us by the customer, however such payment is usually not based on
any formula and may vary for different engagements. This agreement, which is
terminable by us at any time, obligates the contract worker to provide notice
prior to leaving the position, contains a confidentiality clause, and prohibits
the worker from going to work directly for the customer for a period of six
months from the date that the worker no longer works for such customer without
our consent of. At September 30, 1999, approximately 450 contract workers placed
by us were performing services for our customers.

We intend to increase the amount of project services work we are doing by
assembling teams specializing in particular projects, such as Year 2000 problem
resolution. In the future, we may hire project leaders as salaried employees to
lead teams of consultants on certain projects. We believe that this will enable
us to earn higher margins on our project work. Furthermore, such teams would
enable us to

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market ourselves as a full-service provider of information technology and
engineering staffing services with a wide array of services that can be tailored
to meet a customer's particular needs.

Permanent Staffing Placement Services

Our permanent placement services generally consist of the placement of an
information technology or and engineering professional in a position for our
customers. We identify and provide candidates to our customers who our
recruiters believe, based on our data, have the technical skills and job
interest to best satisfy the requirements of the position. We recognize revenue
when the information technology or engineering professional commences
employment. However, we are required to find a replacement free of charge if the
employee does not remain in the position for at least ninety days. This
placement fee is usually structured as a percentage of the information
technology or engineering professional's first-year annual compensation. This
percentage ranges from 20% to 30%, although we expect to reduce the fee to
10-15% for customers utilizing our Internet technology because those placements
will require less time and input from our recruiters. Salaries for the
information technology and engineering professionals that we place generally
range from $45,000 to $150,000.

We perform permanent placement services pursuant to three invoicing
policies. Contingency services are engagements in which we are only paid if we
are successful in placing a candidate in a position. Contingency exclusive
services are similar to contingency engagements, however, we are the only firm
engaged to fill the position. Retained search services are similar to
contingency exclusive services, except that we receive a non-refundable portion
of the fee prior to performing any services, with the remainder paid if the
position is filled.

Sales and Marketing

Our primary target markets are software, telecommunications, manufacturing
and engineering and other technology companies, financial service companies and
multinational and other large corporations. We maintain a database of human
resource administrators and information technology department heads at these
firms and utilize our sales forces to build relationships with these individuals
by stressing the quality of information technology professionals that we
recruit. As we expand into new regional markets we intend to hire local sales
people who are familiar with local customers. Because many of our customers
maintain offices in more than one city, we believe that we will have an
advantage in establishing relationships with these additional offices as we
expand into new regional markets.

We market our services via the Internet. We are in the process of
upgrading our Web site, which previously has been used primarily as a tool to
advertise job opportunities to information technology professionals and to
promote our services to our customers. We also utilize traditional advertising
outlets and trade shows to promote our services to potential customers.

Customers

We provide staffing services to customers in a wide array of industries.
Software development, telecommunications, manufacturing and engineering, and
other technology companies utilize our services to locate programmers in the
development of new products. We also provide services to financial services
companies, such as Bank of Montreal and Goldman Sachs, which are extremely
reliant on their information technology systems. Large consulting firms, such as
Deloitte & Touche Tohmatsu, are also beginning to utilize us to meet their need
for information technology professionals.

Our customers include the Fortune 1000 companies, such as American Express
Company. We believe that we will be able to provide services to other
multinational and large companies and expand

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services provided to these existing customers by expanding into new regional
markets. These multinational and other large companies have indicated to us that
they desire to use fewer suppliers to meet their needs and we believe that we
will be able to utilize relationships in one market to establish relationships
with such companies in other markets. Additionally, we believe that our high
profile customer base provides us credibility when pursuing other customers. The
following is a list of certain of the larger companies who utilize our services.

Financial Services Software, Technology and Telecommunications
- ------------------ -------------------------------------------

American Express Bell Sygma Inc.
Bank of Montreal Bell Canada
CIBC Wood Gundy Lucent Technologies
Goldman Sachs SHL Systemhouse Co.
Toronto Stock Exchange Star Data Systems, Inc.

Government and Educational Other
- -------------------------- -----
Government of Canada General Motors
Government of Ontario Cummins Engine
Deloitte & Touche
National Grocers Co. Ltd.
Chapters
Xerox Corporation

As is common in the staffing industry, we do not have long-term written
contracts with most of our customers. We, however, generally enters into a
standard form agreement with our customers that indicates which parties are
responsible for taxes and other expenses, and provides that all intellectual
property and other proprietary information will remain confidential and the
property of the customer. Some customers, such as the Canadian government, Dow
Jones and CIBC Wood Gundy Securities Inc., require us to use another form of
agreement which is similar in all material respects to our standard form. With
certain clients, most significantly, Bank of Montreal, we enter into an
agreement allocating other responsibilities, such as the supervision of the
information technology professionals we recruit. Other customers, such as Bell
Sygma Inc., enter into annual contracts with us pursuant to which we will supply
contract workers during the year as required by the customer at fees to be
negotiated.

Strategic Alliances

We intend to utilize strategic alliances to promote our staffing services.
We may enter into arrangements with consulting firms to staff major information
technology projects. Alternatively, we may enter into arrangements with software
companies whereby our contract workers will be trained to perform customer
support services. Lastly, we may enter into agreements with other staffing
companies in geographic regions in which we do not intend to expand. Such
arrangements will allow us to provide our existing large corporate clients with
services in areas where we not familiar with the local market. Currently, we are
not a party to any agreements to enter into arrangements such as these, and
there can be no assurance that we will find entities with which to enter into
strategic alliances on terms acceptable to us, or at all.

Recruiting

We believe that our technology and experienced recruiting staff of 56
individuals enables us to recruit qualified information technology professionals
whose skills match the needs of our customers. Many of our recruiters have
strong information technology backgrounds and are required by us to take a
two-week training course when hired by us. We maintain a database of over 50,000
information

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technology and engineering professionals. Our recruiters maintain ongoing
relationships with certain information technology professionals and are aware of
their particular skills and employment status. Using our database and our
recruiters' knowledge of available information technology professionals, we are
often able to quickly locate a number of suitable candidates for a position,
which is particularly important for positions in which we do not have an
exclusive engagement. The database also contains reference and employment
history information which accelerates the screening process.

We test the computer skills of all of our information technology
professionals utilizing TeckChek software. This software provides recruiters
with a consistent rating system and a reliable method of evaluating candidates,
which aids recruiters in matching candidates with positions requiring their
skill set. This software also allows us to provide evidence to our customers
that potential employees have sufficient technical skills. Additionally, we
screen candidates by telephone and in-person interviews and by reference checks.

If we are unable to locate suitable candidates for a position by means of
our databases, we may utilize advertisements in newspapers and trade magazines.
We often prepare and place advertisements on behalf of our clients. We have been
approved by the Canadian Newspaper Association as an advertising agency, which
allows us to earn a commission on any advertisements we place. Additionally, we
post job openings on our Web site and invite information technology
professionals to submit their resumes to us by e-mail.

We intend to recruit information technology and engineering professionals
from other countries, such as Singapore and India, where there are a number of
information technology and engineering professionals and the job opportunities
are inferior to those in North America. United States and Canadian immigration
laws contain preferences for immigrants who can fill skilled labor positions for
which there is a shortage of native applicants.

We believe that turbulent economic and political situations in other parts
of the world, as well as the general lack of opportunities for top information
technology professionals in countries such as Russia and India, make Canada and
the United States an appealing choice for immigration. According to a recent
KPMG/CATA Alliance High Tech Labor Survey, there is a shortage of information
technology workers in Canada. Bringing in foreign workers helps to alleviate
this shortage. The Canadian government, in recognition of this fact, has relaxed
entrance requirements for information technology and engineering professionals,
allowing such workers to enter the country more quickly than ever before.

We are dedicated to maximizing the value of overseas recruitment through a
variety of methods. The first is through the extensive use of the Internet and
our Internet-based product, GTS. By using a combination of our Web site and
e-mail, we are able to communicate with information technology professionals
around the globe, making them aware of the opportunities we have available, and
discuss immigration options.

Internally, we have built a knowledge base around the particular issues of
bringing information technology workers to Canada. We have also been building a
library of information about the legal technicalities surrounding work visas and
immigration for Canadian workers migrating to the United States. To complement
this knowledge that we are building internally, we have also developed strategic
relationships with legal counsel specializing in immigration and visa issues.

Another strategy we are employing in the area of foreign recruitment is
the establishment of lightly staffed virtual offices in different parts of the
world. Recruiters with country-specific contacts and knowledge are given access
to our database and job postings. They then carry this information into the
field where they screen and select foreign candidates who they feel would be
appropriate for the

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opportunities that we have available. We then take these pre-screened candidates
and continue with the evaluation process.

Information Technology and the Internet

We have established an extensive information technology system which we
believe provides us with a competitive advantage over less technologically
advanced competitors. The primary components of our information technology
system and our use of technology are described below.

The GTS Software

GTS is an Internet-based software application that is used by us in the
administration and tracking of internal processes relating to the recruitment
and placement of information technology professionals. GTS is a query based
software program that allows our recruiters to locate the information technology
professional in our database with the technical skills and job interests that
best satisfy the requirements of the position that we are attempting to staff.
This system also tracks other information, such as average salaries of a
particular position, which enables us to provide valuable advice to our clients
in selecting the proper information technology professional. The software also
incorporates our database of over 50,000 information technology professionals.
We continually update our database and occasionally accesses other databases of
information technology professionals that are available for sale or over the
Internet. GTS allows information entered into the database by our employees, or
directly by an information technology professional by means of the Internet, to
be shared by all of our recruiters and salespeople.

The GTS software is designed to aid a human resources department in
performing numerous recruitment tasks, such as scheduling interviews and
evaluating candidates. The software has a feature that allows a human resources
department to have a description of any job openings sent automatically to
selected e-mail addresses, such as those of recruiting firms or previous
applicants. Statistics about the recruitment process, including the costs and
expenses, are tabulated in various databases. Additionally, the software allows
the human resource department to compile their own database of prospective
employees and contract workers.

Traditionally, recruiters acquire new candidates using as many sources as
possible. Normally the number of sources would be limited to the recruiting
office's ability to handle the logistics of communicating job specifications to
those sources and handling the incoming responses. Therefore, their ability to
hire quality information technology candidates is directly related to the size
of the group of candidates they can attract and the speed with which they can
assimilate, contact, interview, evaluate, file for future use and/or hire those
candidates.

The process, through which recruiters post or communicate job
specifications to applicant sources, is fully automated. Once the hiring manager
and the recruiter have constructed the job specification using GTS, they use GTS
Broadcast facility to communicate this job specification to all designated
sources. With a click of the mouse the recruiter defines and chooses the
broadcast strategy. The information can be communicated/posted simultaneously
and automatically to appropriate employment agencies, web news groups, Web job
posting sites, archived candidates, internal candidates (as per policy) and
personal referral sources.

GTS consolidates and automates the communication process for all sources.
Each unique information source is provided with a web interface. All out-going
and in-coming communications/applications are managed using this web interface.
No specialized client software is required. All transactions are initiated
through a web browser. Recruiters, hiring managers and applicants now use a
common medium for communication. This type of common-interface messaging reduces

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significantly the reliance on hard-copy mail, phone communication and fax
transmission. Additionally, a Web site address is provided for all candidates
that are informed of the job requirements by means of trade journals or
newspapers. This further centralizes the incoming applicant response.

GTS development program was launched as a result of the positive response
observed during its first test-marketing session. A working prototype was
demonstrated at the annual Human Resources Professional Association Conference
in Toronto, Ontario in February 1998. We performed more than forty one-on-one
demo sessions with companies, currently, the product is being test marketed by
the human resources departments of two of our customers. The first customer is
the Toronto Stock Exchange, which is viewed as a Canadian leader in the
development and deployment of application software. We believe that we will be
able to provide assistance in the marketing of the software as a result of its
existing relationships with management in the human resources and information
technology departments of our customers, although there can be no assurance
thereof. Our joint venture allocates costs and responsibilities in marketing
GTS. We have spent approximately $1,000,000 on research and development related
to GTS

Although there can be no assurance thereof, we believes that we will have
an advantage in marketing its recruitment services to companies using GTS
because of our familiarity with the software and the ease of electronic data
interface with us. There is a possibility, however, that utilization of the
software will reduce reliance of certain customers on recruiting firms,
including us. Notwithstanding the foregoing, we do not anticipate any material
reduction in such reliance as a result of the utilization of this software due
to the difficulty of hiring information technology professionals. Furthermore,
we intend to offer lower commission rates to customers using GTS software to
make it less likely that they will reduce the level of utilization of the
services of recruiting firms. We believe that the use of GTS and our familiarity
with the software will enable us to aid customers in finding suitable,
professionals in a more timely and cost efficient manner, allowing for the
decrease in prices we charge.

Utilization of the Internet

We utilize the Internet to promote our services and to enable our
customers and information technology and engineering professionals to utilize
our services. The descriptions of the employment opportunities are segregated
among permanent and contract positions, describe the necessary skills required
by information technology and engineering professional candidates, and provides
a phone number and e-mail address for our recruiter who works with the relevant
client. Alternatively, information technology and engineering professionals can
e-mail their resumes to us or can enter themselves into our database by means of
the Internet. We also utilize the Internet to connect our offices to our
Toronto, Ontario office. This results in substantial savings in software and
hardware costs in the maintenance of our information technology system and
allows for the creation of lightly staffed regional virtual offices.

Expansion and Acquisitions

We believe that we can leverage our database of information technology and
engineering professionals, reputation, and information technology system to
achieve revenue growth by establishing new offices in other regional markets.
Such offices may be established by opening new offices and staffing them with
local recruiters and sales people or by acquiring complimentary or competitive
companies.

We primarily intend to focus our expansion in large United States cities,
such as Atlanta, Chicago, San Francisco and Austin. We are selecting locations
that have other offices of our existing customers, such as Chicago, the
headquarters of Harris Bank & Trust, or areas with numerous technology
companies, such as Austin. In addition to attracting local information
technology and engineering professionals, we intend to attempt to recruit
Canadian and other foreign information technology and engineering professionals
for these positions in the United States. Due to the strength of the United
States dollar against the Canadian dollar and other currencies, we believe that
foreign information technology and engineering professionals will find the
economic opportunities in the United States attractive. We are currently
endeavoring to expand our operations in the mid-western United States. We
believe that recruiters in other markets will find us to be an attractive place
to work because of our existing relationships with multinational and other large
corporate clients, our good reputation among information technology and

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engineering professionals, our quality information technology system and our
incentive based compensation package, which will generally combine base salary,
bonuses, commissions and incentive stock options.

We may seek to establish offices in smaller markets that contain desirable
customers. We believe that we can do so in a cost effective manner because of
the strength of our information technology system. A single recruiter/sales
person can operate a "virtual office" by utilizing our Toronto, Ontario office's
database and other operational systems by means of our Intranet.

Based on the experience of our principals who, prior to forming Thinkpath,
have been involved in the opening of several offices throughout Ontario and the
opening of our New York and Boston offices, we expect newly opened offices to
become productive within six to twelve months of opening. The delay in
productivity can be attributed to the following factors:

o Recruiting, hiring, training and orientation of new staff with
recruitment/sales methodologies and practices, as well as technology
(databases, software, Internet, e-mail, etc.);

o Recruiting and developing a base of qualified information technology
professionals (advertising, open houses, career fairs);

o Attracting and building client relations; and

o Getting on preferred supplier lists.

Although there can be no assurance that such expectations will be
satisfied, our expectations in terms of productivity for new offices by the 12th
month of operations are: 30 contractors and between $30,000 to $50,000 in
permanent placement sales per month with annual revenues of approximately
$450,000.

The opening of new offices with the addition of qualified employees and
entrance into new regional markets results in increased operating expenses
including:

o Salaries and payroll costs;

o Infrastructure (office equipment, office space, office supplies,
telephone, insurance) including an elaborate technological infrastructure;

o Advertising (print and career fairs);

o Marketing and public relations; and

o Travel and business development costs.

There are also the related head office expenses associated with opening
new offices, including:

o Time spent by management and technical personnel on training (recruitment
sales; GTS, databases, e-mail, Internet, job postings to user groups); and

o Time spent by management and support personnel on implementing and
maintaining reporting procedures (financial and administration).

We may also expand by acquiring complementary or competitive companies,
including existing information technology staffing companies, which will provide
an immediate increase to our customer base and in some circumstances, provide a
more cost effective method of expansion than opening a new office. We intend to
target companies who have a strong customer base or group of information
technology professionals, but do not utilize an advanced internal information
technology system. We believe that providing an acquired company access to our
information technology system will allow the acquired

36
<PAGE>

company to provide better service without substantially increasing costs, which
may also lead to increased revenue. Although, due to consolidation in the
industry, there is competition for the acquisition of companies in the
information technology staffing industry, we intend to avoid competing for
acquisition candidates by focusing on smaller companies.

We may also utilize acquisitions or hiring of new employees to achieve
growth in its existing markets. We utilized the acquisitions of Systemsearch
Consulting Services Inc. and International Career Specialists Ltd. in
metropolitan Toronto, Ontario and Cad Cam Inc. throughout the United States to
acquire access to experienced recruiters with an existing customer base.

With regard to customer services, we plan to implement a decentralized
management plan. We believe that allowing existing management of an acquired
company to remain an important part of its operations will be beneficial in
retaining customers, recruiters and information technology professionals.
Similarly, local recruiters and sales people hired to staff new offices will
have the flexibility to continue relationships with customers and information
technology professionals. Our Intranet will provide all offices full access to
our databases and operating software, promoting uniformity in certain functions.
We currently hold monthly meetings of our Operations Committee, which consist of
the heads of each regional office and subsidiary, whereby they exchange
information on industry trends and promote "best practices" among the offices.
With regard to financial controls, we have a fully integrated system which
allows control of cash flows and accounting and payroll functions from our
Toronto, Ontario office.

On September 16, 1999, we completed the acquisition of all the issued and
outstanding capital stock of Cad Cam, Inc., an Ohio corporation, for an
aggregate of $3,000,000 in cash, $1,500,000 pursuant to a promissory note and
$1,500,000 worth of our common stock to be issued to Roger Walters, Cad Cam,
Inc.'s president. As part of the transaction, we entered into an employment
agreement with Mr. Rogers pursuant to which Mr. Walters will serve as the
president of Cad Cam, Inc. and our executive vice president for a period of 2
years at an annual salary of $200,000 per year. Mr. Walters was also elected to
serve as one of our directors. The share purchase agreement was executed on
January 1, 1999 and the transaction was effective as of September 16, 1999. Mr.
Walters was not affiliated with us prior to the acquisition. Management believes
the addition of Cad Cam, Inc. will provide us with an established position in
the engineering staffing market. There can be no assurance that we will be
successful in integrating the business of Cad Cam, Inc. with our business.

Competition

The information technology and engineering staffing industry is highly
competitive and fragmented and is characterized by low barriers to entry. We
compete for potential clients with other providers of information technology
staffing services, systems integrators, providers of outsourcing services,
computer consultants, employment listing services and temporary personnel
agencies. Many of our current and potential competitors have longer operating
histories, significantly greater financial, marketing and human resources,
greater name recognition and a larger base of information technology
professionals and clients than us which may provide such competitors with a
competitive advantage when compared to us. In addition, many of these
competitors, including numerous smaller privately held companies, may be able to
respond more quickly to customer requirements and to devote greater resources to
the marketing of services than us. Because there are relatively low barriers to
entry, we expect that competition will increase in the future. Increased
competition could result in price reductions, reduced margins or loss of market
share, any of which could materially and adversely affect our business,
prospects, financial condition and results of operations. Further, there can be
no assurance that we will be able to compete successfully against current and
future competitors or that competitive pressures faced by us will not have a
material adverse effect on our business, prospects, financial condition and
results of operations. We believe that the principal factors relevant to
competition in the information technology staffing and engineering services
industry are the recruitment and retention of highly qualified information

37
<PAGE>

technology and engineering professionals, rapid and accurate response to client
requirements and, to a lesser extent, price. We believe that we compete
favorably with respect to these factors.

We believe that our competitive advantage is not only in our use of
technology, but also in the accessibility of this technology to all of our
employees. The building and maintenance of our database of over 50,000 has been
a combined effort of all our employees. We also have Internet access and
membership to 12 local, national and international databases for information
technology professionals.

Employees and Consultants

Employees

Our corporate staff at September 30, 1999 consisted of 111 full-time
employees, including 56 recruiters, 30 account managers/salespeople and 25
administrative employees. We are not a party to any collective bargaining
agreements covering any of our employees, have never experienced any material
labor disruption and are unaware of any current efforts or plans to organize our
employees.

Consultants

We enter into consulting agreements with the information technology and
engineering professionals at hourly rates negotiated with each information
technology professional based on such individuals technical and other skills.
The agreements provide that the information technology and engineering
professional is responsible for taxes and all other expenses and that the
information technology professional is not our employee for tax or other legal
purposes. At September 30, 1999, approximately 450 contract workers placed by us
were performing services for our customers.

Property

We maintain our headquarters in a 8,076 square foot office located at 55
University Avenue in Toronto, Ontario. We have leased such facility for a term
of ten years terminating in November 2007. We pay annual rent of $30,307, which
will increase to $36,080 commencing in December 2002. We lease additional
offices at the following locations:

<TABLE>
<CAPTION>
Location Square Feet Lease Expiration Current Rent Per Annum
- -------- ----------- ---------------- ----------------------
<S> <C> <C> <C>
Etobicoke, Ontario 1,610 4/13/03 $22,300
New York, New York 1,214 10/31/01 $47,353
Markham, Ontario 6,000 5/31/01 $39,000
Ottawa, Ontario 1,291 9/30/03 $14,739
Dayton, Ohio 8,426 08/31/00 $83,000
Indianapolis, Indiana 2,025 12/31/01 $30,881
Columbus, Ohio 1,000 01/31/00 $19,200
Cincinnati, Ohio 2,256 09/30/00 $22,560
Tampa, Florida 930 03/31/01 $12,741
Rochester, New York 1,621 05/31/00 $20,635
Detroit, Michigan 15,328 08/13/02 $149,316
Louisville, Kentucky 2091 07/01/02 $24,047
Chicago, Illinois 874 05/01/00 $14,856
Charleston, South
Carolina 900 12/31/00 $15,120
Atlanta, Georgia 5,824 06/30/02 $78,360
</TABLE>

(1) We have renewed the lease on a month-to-month basis.

38
<PAGE>

Legal Proceedings

We are not party to any material legal proceedings.

Recent Events

On November 23, 1999, we executed a non-binding letter of intent with
ObjectArts Inc., an Ontario corporation that specializes in the training of
information technology personnel. Pursuant to the letter of intent, we or one of
our subsidiaries, will purchase 100% of the issued and outstanding common stock
of ObjectArts Inc. in consideration of: (i) the issuance of CDN$900,000 worth of
our common stock to Working Ventures Custodian Fund in exchange for the
retirement of outstanding subordinated debt; (ii) the issuance to Working
Ventures Custodian Fund an amount of our common stock equal to the legal fees
and professional fees incurred and paid by Working Ventures Custodian Fund in
connection with our acquisition of ObjectArts Inc.; and (iii) the issuance of
$2,000,000 worth of our common stock to the existing shareholders of ObjectArts
Inc.

On December 1, 1999, we executed a non-binding letter of intent with Elite
Information Services, Inc., a Florida corporation that specializes in the
placement of contract information technology specialists. Pursuant to the letter
of intent, we or one of our subsidiaries, will purchase 100% of the issued and
outstanding common stock of Elite Information Services, Inc. in consideration of
an aggregate purchase price of $2,000,000, subject to adjustment. The
consideration shall be paid as follows: (i) $300,000 in cash upon the closing;
(ii) the issuance to the sole shareholder of Elite Information Services, Inc. of
an unsecured promissory note in the principal amount of $300,000, upon the
closing; (iii) the issuance of $1,400,000 worth of our common stock to the sole
shareholder of Elite Information Services, Inc., upon the closing; (iv) $200,000
in cash within ninety days of the closing, if Elite Information Services, Inc.'s
gross earnings before the deduction of interest and tax expenses for the year
ended December 31, 1999 equals $300,000 or greater; (v) the issuance of $200,000
worth of our common stock within ninety days of the closing, if Elite
Information Services, Inc.'s gross earnings before the deduction of interest and
tax expenses for the year ended December 31, 1999 equals $300,000 or greater;
(vi) $200,000 in cash on December 31, 2000: and (vii) the issuance of $400,000
worth of our common stock to the sole shareholder of Elite Information Services,
Inc., on December 31, 2000.

On December 30, 1999, we issued: (i) 15,000 shares of Series A 8% Percent
Cumulative Convertible Preferred Stock, no par value per share; and (ii)
warrants to purchase up to an aggregate of 475,000 shares of our common stock,
in consideration $1,500,000 pursuant to a private placement offering. Each share
of Series A 8% Cumulative Convertible Preferred Stock has a stated value of $100
per share.

The shares of Series A 8% Percent Cumulative Convertible Preferred Stock
are convertible into shares of our common stock at the option of the holders the
Series A 8% Percent Cumulative Convertible Preferred Stock, at any time after
issuance until either: (i) such shares of Series A 8% Percent Cumulative
Convertible Preferred Stock are converted at our option; or (ii) such shares of
Series A 8% Percent Cumulative Convertible Preferred Stock are redeemed by us,
under certain conditions, at any time after the effective date of this
registration statement.

The holders of the shares of Series A 8% Percent Cumulative Convertible
Preferred Stock are entitled to receive preferential dividends in cash, out of
any of our funds legally available at the time of declaration of dividends
before any other dividend distribution will be paid or declared and set apart
for payment on any shares of our common stock, or other class of stock presently
authorized, at the rate of 8%

39
<PAGE>

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

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

At any time after the effective date of this registration statement, we
have the option to redeem any or all of the shares of Series A 8% Percent
Cumulative Convertible Preferred Stock by paying to the holders a sum of money
equal to 135% of the stated value of the aggregate of the shares of Series A 8%
Percent Cumulative Convertible Preferred Stock being redeemed plus the dollar
amount of the accrued dividends, if the Conversion Price of the shares of Series
A 8% Percent Cumulative Convertible Preferred Stock on the trading day prior to
the date of redemption is less than $2.

In addition, we have the option to cause the investors in the December
1999 private placement offering to purchase an additional $500,000 worth of
Series A Convertible Cumulative Preferred Stock upon the same terms as described
above.

The 475,000 warrants issued in the offering are exercisable at any time
and in any amount until December 30, 2004 at a purchase price of $3.24 per
share.

On February 24, 2000, we changed our corporate name from IT Staffing Ltd.
to Thinkpath.com Inc. in order to more accurately reflect our expanded suite of
services.

40
<PAGE>

MANAGEMENT

The officers and directors of Thinkpath, and further information
concerning them, are as follows:

Name Age Position
- ---- --- --------

Declan A. French 55 Chairman of the Board of
Directors, President, Chief
Executive Officer and Director

John R. Wilson 46 President - Systemsearch
Consulting Services Inc.

John A. Irwin 47 President - International Career
Specialist Ltd.

Lloyd Maclean 47 Chief Financial Officer and
Director

William J. Neill 39 Director

John Dunne 56 Director

James Reddy 60 Director

Roger W. Walters 60 President of Cad Cam, Inc. and Director

Anthony P. van Marken 35 Director

Each director is elected for a period of one year at the our annual
meeting of shareholders and serves until the next such meeting and until his or
her successor is duly elected and qualified. Directors may be re-elected
annually without limitation. Officers are appointed by, and serve at the
discretion of, our Board of Directors. Our directors do not presently receive
any compensation for their services as directors' but it is contemplated that
directors will be granted options pursuant to our 1998 Stock Option Plan. In
addition, until June 1, 2002, Strasbourger Pearson Tulcin Wolff Incorporated,
the managing underwriter for our June 1, 1999 initial public offering, shall
have the right, at its option, to designate one director or observer to our
Board of Directors, which director shall be reasonably acceptable to our Board
of Directors.

Set forth below is a biographical description of each of our directors and
executive officers based on information supplied by each of them.

Declan A. French has served as our Chairman of the Board of Directors,
President and Chief Executive Officer since Thinkpath's inception in February
1994. Prior to founding Thinkpath, Mr. French was President and Chief Executive
Officer of TEC Partners Ltd., an information technology recruiting firm in
Toronto, Canada. Mr. French has a diploma in Psychology and Philosophy from the
University of St. Thomas in Rome, Italy.

John R. Wilson has served as President of Systemsearch Consulting Services
Inc. since 1982 and was its sole shareholder prior to its sale to Thinkpath in
April 1998. Mr. Wilson is a member of our Operations Committee.

41
<PAGE>

John A. Irwin has served as President of International Career Specialists
Ltd. since 1980 and was its sole shareholder prior to its sale to Thinkpath in
May 1998. Mr. Irwin has a degree in Computer Programming from Cambridge College
of Arts and Technology. Mr. Irwin is a member of our Operations Committee.

Lloyd Maclean has served as our Chief Financial Officer since September
1997. Mr. Maclean is the sole officer and director of Globe Capital Corporation.
From 1996 to 1997, Mr. Maclean was Vice-President and Chief Financial Officer of
ING Direct Bank of Canada. From 1994 until 1996, he was Vice-President and Chief
Financial Officer of North American Trust, Inc., where he also served as a Vice
President from 1990 until 1994. Mr. Maclean has an MBA from Harvard University
and is a member of the Canadian Institute of Chartered Accountants.

William J. Neill has served on our Board of Directors since June 1998. Mr.
Neill has served as Publisher and Chief Executive Officer of the Financial Post
since October 1997. From 1996 until 1997, Mr. Neill was Publisher of the Ottawa
Sun. From 1993 until 1996, he was a Vice-President of the Financial Post. Mr.
Neill has an MBA from Queens University in Kingston, Ontario.

John Dunne has served on our Board of Directors since June 1998. Mr. Dunne
has been Chairman and Chief Executive Officer of the Great Atlantic & Pacific
Company of Canada, Ltd. since August 1997, where he also served as President and
Chief Operating Officer from September 1996 until August 1997. From November
1995 until September 1996, Mr. Dunne was Chairman and Chief Executive Officer of
Food Basics Ltd. Prior to that, he had served as Vice Chairman and Chief
Merchandising Officer of Great Atlantic & Pacific Company of Canada, Ltd.

James Reddy has served on our Board of Directors of Directors since June
1998. Mr. Reddy has served as Chief Financial Officer of Gemstar Communications,
Inc. since July 1998. From July 1997 to July 1998, Mr. Reddy was an independent
management consultant. He is a member of the Canadian Institute of Chartered
Accountants. From 1989 to 1997, he was employed by DFI Securities, Inc., most
recently as Chief Financial Officer.

Roger W. Walters has served on our Board of Directors and as President of
Cad Cam, Inc. since September 16, 1999, the date Thinkpath acquired Cad Cam,
Inc. Mr. Walters served as President of Cad Cam, Inc. since 1988 and was its
majority shareholder prior to its sale to Thinkpath in September 16, 1999. Mr.
Walter has a masters degree in Mechanical Engineering. Mr. Walters is a member
of our Operations Committee.

Anthony P. van Marken has served on our Board of Directors since October
1999. Mr. van Marken is Founder and President of van Marken Consulting Inc.
which he founded in June 1999. Van Marken Consulting Inc. provides strategic
advice to high-tech growth companies, venture capitalists and investors.

Mr. van Marken worked at Architel Systems Corporation from July 1994
through June 1999. Mr. van Marken was appointed Vice President of Operations of
Architel in July of 1994 and served as President and Chief Executive Officer
from September 1995 through May 1999. Mr. van Marken served as Vice Chairman
during June 1999 prior to leaving the Company.

Prior to Achitel, Mr. van Marken worked for Andersen Consulting from July
1998 to June 1994 in South Africa and the United Kingdom. Mr. van Marken has
experience in delivering complex systems integration projects in several
industries. As a manager in the Telecommunications Industry Group in the U.K.,
Mr. van Marken worked with a variety of service providers in Europe helping them
implement Business and Operational Support Systems. From 1985 to June 1998 Mr.
van Markers worked as a software developer.

42
<PAGE>

Committees of the Board

In July 1998, our Board of Directors formalized the creation of a
Compensation Committee, which is comprised of John Dunne, William J. Neill and
Declan A. French. The Compensation Committee has (i) full power and authority to
interpret the provisions of, and supervise the administration of, our 1998 Stock
Option Plan and (ii) the authority to review all compensation matters relating
to Thinkpath. The Compensation Committee has not yet met and has not yet
formulated compensation policies for senior management and executive officers.
However, it is anticipated that the Compensation Committee will develop a
company-wide program covering all employees and that the goals of such program
will be to attract, maintain, and motivate our employees. It is further
anticipated that one of the aspects of the program will be to link an employee's
compensation to his or her performance, and that the grant of stock options or
other awards related to the price of the shares of our common stock will be used
in order to make an employee's compensation consistent with shareholders' gains.
It is expected that salaries will be set competitively relative to the
information technology staffing industry and that individual experience and
performance will be considered in setting salaries.

In July, 1998, our Board of Directors also formalized the creation of an
Audit Committee, which is comprised of two or more of our directors designated
by a majority vote of our entire Board of Directors. A majority of the Audit
Committee are directors who are not our officers and who are not and have not
been employed by us or any of our affiliates. The Audit Committee currently
consists of Lloyd Maclean, James Reddy and John Dunne and is charged with
reviewing the following matters and advising and consulting with our entire
Board of Directors with respect thereto: (i) the preparation of our annual
financial statements in collaboration with our chartered accountants; (ii)
annual review of our financial statements and annual report; and (iii) all
contracts between us and our officers, directors and other of our affiliates.
The Audit Committee, like most independent committees of public companies, does
not have explicit authority to veto any actions of our entire Board of Directors
relating to the foregoing or other matters; however, our senior management,
recognizing their own fiduciary duty to Thinkpath and its stockholders, is
committed not to take any action contrary to the recommendation of the Audit
Committee in any matter within the scope of its review.

We have established an Operations Committee in order for our officers to
exchange information on industry trends and promote "best practices" among the
offices. The head of each regional office and subsidiary will serve on the
Executive Committee. Currently, the Executive Operations consists of Declan A.
French, Lloyd Maclean, John A. Irwin, John R. Wilson and Roger W. Walters.

Indemnification for Liabilities Under the Securities Act of 1933, as Amended

Our Bylaws provide that we shall indemnify to the fullest extent permitted
by Canadian law our directors and officers (and former officers and directors).
Such indemnification includes all costs and expenses and charges reasonably
incurred in connection with the defense of any civil, criminal or administrative
action or proceeding to which such person is made a party by reason of being or
having been our officer or director if such person was substantially successful
on the merits in his or her defense of the action and he or she acted honestly
and in good faith with a view to our best interests, and if a criminal or
administrative action that is enforced by a monetary penalty, such person had
reasonable grounds to believe his or her conduct was lawful.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted our directors, officers and
controlling persons and our underwriters pursuant to the foregoing provisions,
or otherwise, we have been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In
the event that a claim for indemnification against such

43
<PAGE>

liabilities (other than the payment by us of expenses, incurred or paid by one
of our directors, officers or controlling persons in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person or by our underwriters in connection with the securities
being registered, we will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933, as amended, and will
be governed by the final adjudication of such issue.

Executive Compensation

The following table sets forth certain information regarding compensation
paid by us during each of the last three fiscal years to the our Chief Executive
Officer and to each of our executive officers who earned in excess of $100,000
during the year ended December 31, 1999.

Summary Compensation Table

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Name and Restricted Other
Principal Annual Stock Com-
Position Year Salary Bonus Awards Options/SARs Pensation
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Declan French 1999 $ 97,900 -0- -0- -0- 8,342
President , Chief 1998 97,900 -0- -0- -0- 8,342
Executive Officer 1997 104,275 -0- -0- -0- 8,342
and Chairman of 1996 108,350 -0- -0- -0- 8,668
the Board
- ------------------------------------------------------------------------------------------
John A. Irwin 1999 102,000 -0- -0- -0- 94,149
President-Systemsear 1998 130,580 -0- -0- -0- 35,888
Consulting 1997 139,034 -0- -0- -0- 8,342
Services Inc. 1996 -0- -0- -0- -0- -0-
- ------------------------------------------------------------------------------------------
John R. Wilson 1999 81,600 -0- -0- -0- 76,915
President-Internation 1998 90,000 -0- -0- -0- 77,282
Career Specialists 1997 83,420 -0- -0- -0- 20,855
Ltd. 1996 80,659 -0- -0- -0- 10,113
- ------------------------------------------------------------------------------------------
Roger Walters 1999 200,000 -0- -0- -0- -0-
President-Cad Cam, 1998 200,000 -0- -0- -0- -0-
Inc. (1) 1997 200,000 -0- -0- -0- -0-
1996 200,000 -0- -0- -0- -0-
- ------------------------------------------------------------------------------------------
</TABLE>

(1) This reflects the salary paid to Mr. Walters prior to our acquisition of
Cad Cam, Inc. on September 16, 1999.

Employment Agreements

We have entered into an employment agreement with Declan A. French whereby
he will serve as our Chairman of the Board, President and Chief Executive
Officer for a period of two years commencing on June

44
<PAGE>

1, 1999. Mr. French shall be paid a base salary of $97,900 and a bonus equal to
(i) 2% of our gross profit, plus (ii) for each fiscal year, 1% of the increase
in revenue from the prior fiscal year. Mr. French's right to receive the latter
portion of the bonus continues for one year beyond the termination of the
employment agreement.

On May 19, 1998, in connection with the acquisition of International
Career Specialists Ltd., we entered into an employment agreement with John A.
Irwin whereby he will serve as President of International Career Specialists
Ltd. The employment agreement is for a term of three years commencing on January
1, 1998, the effective date of the acquisition of International Career
Specialists Ltd. Mr. Irwin receives a salary of $130,580 plus a quarterly bonus
of 2% of all permanent placement service revenue and 2% of the gross profit all
contract services revenue.

In February 1998, in connection with the acquisition of Systemsearch
Consulting Services Inc., we entered into a three-year employment agreement with
John R. Wilson whereby he will serve as President of Systemsearch Consulting
Services Inc. at a salary of $120,000 per year. The agreement was effective as
of January 2, 1997. Mr. Wilson receives a commission of 10% of the permanent
placement revenue of Systemsearch Consulting Services Inc. Additionally, he
receives $0.65 for every hour of contract services provided by information
technology professionals placed by Systemsearch Consulting Services Inc,,
provided that the gross margin on such hour exceeds $6.50. Pursuant to the
agreement, Mr. Wilson will have control of the day-to-day management of
Systemsearch Consulting Services Inc.

On September 16, 1999, in connection with the acquisition of Cad Cam,
Inc., we entered into an employment agreement with Roger W. Walters whereby he
will serve as President of Cad Cam, Inc. and as our Executive Vice President.
The employment agreement is for a term of 2 years commencing on September 16,
1999, the effective date of the acquisition of Cad Cam, Inc. Mr. Walters
receives a salary of $200,000 per year.

Consulting Agreements

In May 1998, we entered into a consulting agreement with Robert M. Rubin,
one our former directors, pursuant to which Mr. Rubin will assist us in
structuring and negotiating acquisitions, strategic partnerships and other
expansion opportunities. In exchange for such services, Mr. Rubin has been
granted an option to purchase 200,000 shares of our common stock at a purchase
price of $2.10 per share and a consulting fee of $80,000 per year. The
consulting agreement is for a term of five years. Mr. Rubin has agreed not to
sell, transfer, assign, hypothecate or otherwise dispose of the shares of our
common stock issuable upon exercise of the options for a period of two years
after exercise without our consent.

Stock Option Plan

The 1998 Stock Option Plan will be administered by our Compensation
Committee or our Board of Directors, which will determine among other things,
those individuals who shall receive options, the time period during which the
options may be partially or fully exercised, the number of shares of our common
stock issuable upon the exercise of the options and the option exercise price.

The 1998 Stock Option Plan is effective for a period for ten years,
expiring in 2008. Options to acquire 435,000 shares of our common stock may be
granted to officers, directors, consultants, key employees, advisors and similar
parties who provide us with their skills and expertise. The 1998 Stock Option
Plan is designed to enable management to attract and retain qualified and
competent directors, employees, consultants and independent contractors. Options
granted under the 1998Stock Option Plan may be exercisable for up to ten years,
generally require a minimum two year vesting period, and shall be at an exercise
price all as determined by our Board of directors provided that, pursuant to the
terms of the underwriting agreement between us and our Underwriters, the
exercise price of any options may not be less than the fair market value

45
<PAGE>

of the shares of our common stock on the date of the grant. Options are
non-transferable, and are exercisable only by the participant (or by his or her
guardian or legal representative) during his or her lifetime or by his or her
legal representatives following death. Upon a change in control of Thinkpath,
the acceleration date of any options that were granted but not otherwise
exercisable accelerates to the date of the change in control. Change in control
includes (i) the sale of substantially all of our assets and merger or
consolidation with another company, or (ii) a majority of the members of our
Board of Directors changes other than by election by the shareholders pursuant
to Board of Directors solicitation or by vacancies filled by the Board of
Directors caused by death or resignation of such person.

If a participant ceases affiliation with us by reason of death, permanent
disability or retirement at or after age 65, the option remains exercisable for
one year from such occurrence but not beyond the option's expiration date. Other
types of termination allow the participant 90 days to exercise the option,
except for termination for cause which results in immediate termination of the
option.

Any unexercised options that expire or that terminate upon an employee's
ceasing to be employed by us become available again for issuance under the 1998
Stock Option Plan, subject to applicable securities regulation.

The 1998 Stock Option Plan may be terminated or amended at any time by our
Board of Directors, except that the number of shares of our common stock
reserved for issuance upon the exercise of options granted under the 1998 Stock
Option Plan may not be increased without the consent of our shareholders.

46
<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information as of February 22, 2000
with respect to each beneficial owner of 5% or more of the outstanding shares of
our common stock, each of our officers and directors, and all of our officers
and directors as a group:

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

Declan French ..................... 1,121,126(3) 34.5%

John R. Wilson .................... 130,914 4.2%

John A. Irwin ..................... 130,914 4.2%

Lloyd MacLean ..................... 163,459(4) 5.1%

William J. Neill .................. 19,637 *

John Dunne ........................ 13,091(5) *

James Reddy ....................... 19,637 *

Roger W. Walters .................. 163,767(6) 5.2%

Anthony P. van Marken ............. __ __

All directors and officers
As a group (19 persons)
(3)(4)(5)(6)....................... 1,762,545 52.9

* Less than one %.

(1) Except as set forth above, the address of each individual is 55 University
Avenue, Suite 505, Toronto, Ontario M5J 2H7.

(2) Based upon information furnished to us by the directors and executive
officers or obtained from our stock transfer books. We are informed that
these persons hold the sole voting and dispositive power with respect to
the common stock except as noted herein. For purposes of computing
"beneficial ownership" and the percentage of outstanding common stock held
by each person or group of persons named above as of the date of this
prospectus, any security which such person or group of persons has the
right to acquire within sixty (60) days after such date is deemed to be
outstanding for the purpose of computing beneficial ownership and the
percentage ownership of such person or persons, but is not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person.

(3) Includes 510,563 shares of common stock owned by Christine French, the
wife of Declan French and 100,000 shares of common stock issuable upon
options issued to Declan French that are currently exercisable or
exercisable within the next 60 days.

(4) Includes 113,459 shares of common stock owned by Globe Capital
Corporation, an Ontario corporation that is wholly-owned by Lloyd MacLean
and 50,000 shares of common stock issuable upon options issued to Lloyd
MacLean that are currently exercisable or exercisable within the next 60
days.

47
<PAGE>

(5) Consists of 13,091 shares of common stock owned by John Dunne's spouse.

(6) Includes 25,000 shares of common stock issuable upon options that are
currently exercisable or exercisable within the next 60 days.

48
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In April 1998, we acquired all the issued and outstanding capital stock of
Systemsearch Consulting Services Inc. and Systems PS Inc. from John R. Wilson
for aggregate consideration of $100,007 and 174,551 shares of our common stock.
The acquisition was effective as of January 2, 1997. Systems PS Inc. is inactive
but holds certain assets utilized by Systemsearch Consulting Services Inc. in
its operations. Mr. Wilson was not affiliated with us prior to the acquisition.

On May 19, 1998, we completed the acquisition of all the issued and
outstanding capital stock of International Career Specialists Ltd. for $303,955
in cash and 130,914 shares of our common stock to John A. Irwin. In connection
with the acquisition, International Career Specialists Ltd. made a distribution
to Mr. Irwin of certain of its assets that were not necessary for the operation
of the business. The transaction was effective as of January 1, 1998. Mr. Irwin
was not affiliated with us prior to the acquisition.

We, through International Career Specialists Ltd., lease our Scarborough,
Ontario office facility from 1242541 Ontario Ltd., a corporation owned by John
A. Irwin, President of International Career Specialists Ltd., and certain other
of its employees. The three-year lease, which expires in May 2001, requires
annual rental payments of $39,000, which we believe is as least as favorable as
could be obtained from a non-affiliated third party.

In October 1997, in consideration for business consulting services,
including identifying, structuring and effecting the acquisitions of
Systemsearch Consulting Services Inc. and International Career Specialists Ltd.,
we issued 113,459 shares our common stock to Globe Capital Corporation, which is
controlled by Lloyd Maclean, our chief Financial Officer and a Director.

In May 1998, we entered into a consulting agreement with Robert M. Rubin,
one of our former directors, pursuant to which Mr. Rubin will assist us in
structuring and negotiating acquisitions, strategic partnerships and other
expansion opportunities. In exchange for such services, Mr. Rubin received an
option to purchase 200,000 shares of our common stock at a purchase price of
$2.10 per share and a consulting fee of $80,000 per year. The consulting
agreement is for a term of five years. Mr. Rubin has agreed not to sell,
transfer, assign, hypothecate or otherwise dispose of the shares of our common
stock issuable upon exercise of the options for a period of two years after
exercise without our consent.

In November 1998, we purchased certain assets of Southport Consulting,
Inc. from Michael Carrazza, one of our former directors, for $50,000 in cash and
40,000 shares of our common stock.. In connection with the acquisition, we
entered into a consulting agreement with Mr. Carrazza for a period of two years
pursuant to which he will be paid $250,000 in consideration for his consulting
services. Certain payments under such consulting agreement are secured by a
lien, secured in priority on our accounts receivable.

On September 16, 1999, we completed the acquisition of all the issued and
outstanding capital stock of Cad Cam, Inc. for $2,000,000 in cash, $1,000,000
pursuant to a promissory note and the issuance of 113,914 shares of our common
stock to Roger W. Walters, Cad Cam, Inc.'s president. As part of the
transaction, we entered into an employment agreement with Mr. Rogers pursuant to
which .The share purchase agreement was executed on September 16, 1999 and the
transaction was effective as of January 1, 1999. Mr. Rogers was not affiliated
with us prior to the acquisition.

While we were a private company, we lacked sufficient independent
directors to ratify many of the foregoing transactions. However, our management
believes that the foregoing transactions were on terms no less favorable to us
than could have been obtained from unaffiliated third parties. All future
transactions between us and our officers, directors or 5% shareholders, and
their respective affiliates, will be on terms no less favorable than could be
obtained from unaffiliated third parties. In the event that we enter into future

49
<PAGE>

affiliated transactions they will be approved by our independent directors who
do not have an interest in the transactions and who have access, at our expense,
to our counsel or independent legal counsel.

50
<PAGE>

DESCRIPTION OF SECURITIES

Our total authorized capital stock consists of an unlimited number of
shares of common stock, with no par value, and 1,000,000 shares of preferred
stock, with no par value per share. The following descriptions contain all
material terms and features of our securities and are qualified in all respects
by reference to our Articles of Incorporation and Bylaws.

Common Stock

We are authorized to issue an unlimited number of shares of common stock,
no par value per share, of which as of the date of this prospectus, 3,152,899
shares of common stock are outstanding, not including the shares of common stock
to be issued pursuant to the conversion of the shares of Series A 8% Cumulative
Convertible Preferred Stock and the exercise of warrants. All outstanding shares
of common stock are, and all shares of common stock to be outstanding upon the
conversion of the shares of Series A 8% Cumulative Convertible Preferred Stock
and the exercise of warrants will be, validly authorized and issued, fully paid,
and non-assessable.

The holders of common stock are entitled to one vote for each share held
of record on all matters submitted to a vote of shareholders. Holders of common
stock are entitled to receive ratably dividends as may be declared by our Board
of Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of Thinkpath, holders of the common stock
are entitled to share ratably in all assets remaining, if any, after payment of
liabilities. Holders of common stock have no preemptive rights and have no
rights to convert their shares of common stock into any other securities.

Pursuant to the Business Corporation Act, Ontario, a shareholder of an
Ontario Corporation has the right to have the corporation pay the shareholder
the fair market value for his shares of the corporation in the event such
shareholder dissents to certain actions taken by the corporation, such as
amalgamation or the sale of all or substantially all of the assets of the
corporation and such shareholder follows the procedures set forth in the
Business Corporation Act, Ontario.

Preferred Stock

Our Articles of Incorporation authorize the issuance of up to 1,000,000
shares of preferred stock with designations, rights and preferences determined
from time to time by its Board of Directors. Accordingly, our Board of Directors
is empowered, without shareholder approval, to issue preferred shares with
dividend, liquidation, conversion, or other rights that could adversely affect
the rights of the holders of the common stock. Although we have no present
intention to issue any additional shares of preferred stock, there can be no
assurance that it will not do so in the future.

Series A 8% Cumulative Convertible Preferred Stock

There are 15,000 shares of Series A 8% Cumulative Convertible Preferred
Stock outstanding. Each share of Series A 8% Cumulative Convertible Preferred
Stock has a stated value of $100 per share. The shares of Series A 8% Percent
Cumulative Convertible Preferred Stock are convertible into shares of our common
stock at the option of the holders the Series A 8% Percent Cumulative
Convertible Preferred Stock, at any time after issuance until either: (i) such
shares of Series A 8% Percent Cumulative Convertible Preferred Stock are
converted at our option; or (ii) such shares of Series A 8% Percent Cumulative
Convertible Preferred Stock are redeemed by us, under certain conditions, at any
time after the effective date of this registration statement.

51
<PAGE>

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

Common Stock Purchase Warrants

There are outstanding warrants to purchase an aggregate of 475,000 shares
of our common stock. The warrants issued are exercisable at any time and in any
amount until December 30, 2004 at a purchase price of $3.24 per share.
Warrantholders are not entitled, by virtue of being warrantholders, to receive
dividends or to vote at or receive notice of any meeting of shareholders or to
exercise any other rights whatsoever as our shareholders. In order to receive
one share of our common stock a warrantholder must surrender one warrant,
accompanied by payment of the aggregate exercise price of the warrants to be
exercised, which payment may be made, at the warrantholder's election, in cash
or by delivery of a cashier's or certified check or any combination of the
foregoing. Upon receipt of duly executed warrants and payment of the exercise
price, we shall issue and cause to be delivered to warrantholders, certificates
representing the number of shares of common stock so purchased.

Transfer Agent and Registrar

The transfer agent and registrar for the shares of common stock is
Continental Stock Transfer & Trust Company.

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<PAGE>

CERTAIN UNITED STATES AND CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

United States

The following describes the principal United States federal income tax
consequences of the purchase, ownership and disposition of our shares of common
stock by a shareholder, that is a citizen or resident of the United States or a
United States domestic corporation or that otherwise will be subject to United
States federal income tax. This summary is based on the United States Internal
Revenue Code of 1986, as amended, administrative pronouncements, judicial
decisions and existing and proposed Treasury Regulations, changes to any of
which subsequent to the date of this prospectus may affect the tax consequences
described herein. This summary discusses only the principal United States
federal income tax consequences to those beneficial owners holding the
securities as capital assets within the meaning of Section 1221 of the United
States Internal Revenue Code of 1986 and does not address the tax treatment of a
beneficial owner that owns 10% or more of shares of our common stock. It is for
general guidance only and does not address the consequences applicable to
certain specialized classes of taxpayers such as certain financial institutions,
insurance companies, dealers in securities or foreign currencies, or United
States persons whose functional currency (as defined in Section 985 of the
United States Internal Revenue Code of 1986) is not the United States dollar.
Persons considering the purchase of these securities should consult their tax
advisors with regard to the application of the United States and other income
tax laws to their particular situations. In particular, a United States.
shareholder should consult his or her or its tax advisor with regard to the
application of the United States federal income tax laws to his or her or its
situation.

A United States shareholder generally will realize, to the extent of our
current and accumulated earnings and profits, foreign source ordinary income on
the receipt of cash dividends, if any, on the shares of our common stock equal
to the United States dollar value of such dividends determined by reference to
the exchange rate in effect on the day they are received by the United States
shareholder (with the value of such dividends computed before any reduction for
any Canadian withholding tax). United States shareholders should consult their
own tax advisors regarding the treatment of foreign currency gain or loss, if
any, on any dividends received which are converted into United States dollars on
a date subsequent to receipt. Subject to the requirements and limitations
imposed by the United States Internal Revenue Code of 1986, a United States
shareholder may elect to claim Canadian tax withheld or paid with respect to
dividends on the shares of our common stock as a foreign credit against the
United States federal income tax liability of such holder. Dividends on the
shares of our common stock generally will constitute "passive income" or, in the
case of certain United States shareholders, "financial services income," for
United States foreign tax credit purposes. United States shareholders who do not
elect to claim any foreign tax credits may claim a deduction for Canadian income
tax withheld. Dividends paid on the shares of our common stock will not be
eligible for the dividends received deduction available in certain cases to
United States corporations.

Upon a sale or exchange of a share of our common stock, a United States
shareholder will recognize gain or loss equal to the difference between the
amount realized on such sale or exchange and the tax basis of such share of
common stock.

Generally, any gain or loss recognized as a result of the foregoing will
be a capital gain or loss and will either be long-term or short-term depending
upon the period of time the shares of our common stock are sold or exchanged, as
the case may be, were held.

This summary is of general nature only and is not intended to be, and should not
be construed to be, legal or tax advice to any prospective investor and no
representation with respect to the tax consequences to any particular investor
is made.

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<PAGE>

Canada

The following is a summary of the principal Canadian federal income tax
considerations generally applicable to the acquisition, holding and disposition
of shares of our common stock purchased pursuant to this prospectus by a United
States shareholder who, for the purposes of the Income Tax Act (Canada) and the
Canada-United States Income Tax Convention, as applicable and at all relevant
times, (i) is resident in the United States and not resident in Canada, (ii)
holds shares of our common stock as capital property, (iii) does not have a
"permanent establishment" or "fixed base" in Canada, and (iv) deals at arm's
length with us. Special rules, which are not discussed in this summary, may
apply to "financial institutions" and to non-resident insurers carrying on an
insurance business in Canada and elsewhere.

This summary is based on the current provisions of the Income Tax Act
(Canada) and the regulations thereunder and the Canada-United States Income Tax
Convention, all specific proposals to amend the Income Tax Act (Canada) or the
regulations thereunder announced by the Canadian Minister of Finance prior to
the date of this prospectus and the current published administrative practices
of Revenue Canada. This summary does not otherwise take into account or
anticipate any changes in law or administrative practice nor does it take into
account income tax laws or considerations of any province or territory of Canada
or any jurisdiction other than Canada, which may differ from the federal income
tax consequences described herein. This summary is of a general nature only and
is not intended to be, and should not be interpreted as, legal or tax advice to
any particular purchaser of the shares of common stock.

Dividends

Under the Income Tax Act (Canada) and the Canada-United States Income Tax
Convention, dividends paid or credited, or deemed to be paid or credited, on the
shares of our common stock to a United States shareholder who owns less than 10%
of our voting shares will be subject to Canadian withholding tax at the rate of
15% of the gross amount of such dividends or deemed dividends.

Under the Canada-United States Income Tax Convention, dividends paid or
credited to certain religious, scientific, charitable and similar tax exempt
organizations and certain pension organizations that are resident, and exempt
from tax, in the United States and that have complied with certain
administrative procedures are exempt from this Canadian withholding tax.

Disposition of Shares of Common Stock

A capital gain realized by a United States shareholder on a disposition or
deemed disposition of shares of our common stock will not be subject to tax
under the Income Tax Act (Canada) unless such shares of our common stock
constitute taxable Canadian property within the meaning of the Income Tax Act
(Canada)at the time of the disposition or deemed disposition. In general, the
shares of our common stock will not be "taxable Canadian property" to a United
States shareholder unless they are not listed on a prescribed stock exchange
(which includes the Nasdaq SmallCap Market) or at any time within the five year
period immediately preceding the disposition the United States shareholder,
persons with whom the United States shareholder did not deal at arm's length, or
the United States shareholder together with such persons owned or had an
interest in or a right to acquire more than 25% of any class or series of our
shares. A deemed disposition of shares of our common stock will arise on the
death of a United States shareholder.

If the shares of our common stock are taxable Canadian property to a
United States shareholder, any capital gain realized on a disposition or deemed
disposition of such shares of our common stock will generally be exempt from tax
under the Income Tax Act (Canada) by virtue of the Canada-United States Income
Tax Convention if the value of the shares of our common stock at the time of the
disposition or deemed disposition is not derived principally from real property
situated in Canada. We are of the view that the shares of our common stock do
not now derive their value principally from real property situated in Canada;
however, the determination as to whether Canadian tax would be applicable on a
disposition or deemed disposition of shares of our common stock must be made at
the time of the disposition or deemed disposition.

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<PAGE>

INVESTMENT CANADA ACT

The Investment Canada Act, a Federal Canadian statute, regulates the
acquisition of control of existing Canadian businesses by any non-Canadian (as
that term is defined in the Investment Canada Act).

We are currently a Canadian (as that term is defined in the Investment
Canada Act). If a non-Canadian seeks to acquire control of us, such acquisition
will be subject to the Investment Canada Act. In general, any transaction which
is subject to the Investment Canada Act is a reviewable transaction if the book
value of our assets, as set out in its most recent financial statements, exceeds
the applicable threshold. If the potential acquiror is a WTO Investor, acquiring
control of us would only be reviewable if the book value of our assets exceeded
CDN$179 million. (This number is the threshold amount for 1998 and this amount
is increased each year by a factor equal to the increase in the rate of Canadian
inflation for the previous year). A WTO Investor is defined in the Investment
Canada Act as an investor ultimately controlled by nationals of World Trade
Organization member states, such as the United States of America.

If the book value of our assets exceeds the applicable threshold for
review, the potential acquiror must file an application for review and obtain
the approval of the Minister of Industry before acquiring control of us. In
deciding whether to approve the reviewable transaction, the Minister considers
whether the investment "is likely to be of net benefit to Canada". This
determination is made on the basis of economic and policy criteria set out in
the Investment Canada Act.

The approval process begins with an initial review period of 45 days from
the date the completed application is received. However, the Minister of
Industry has authority to extend the review period unilaterally for 30 more
days. Any further extensions require the potential acquiror's consent.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

No assurance can be given as to the effect, if any, that future sales of
common stock will have on the market price of our common stock. Of our shares of
common stock currently outstanding, assuming no exercise of warrants or
conversion of the Series A 8% Cumulative Convertible Preferred Stock into shares
of our common stock, 1,895,899 are "restricted securities" as the term is
defined in Rule 144 under the Securities Act of 1933, as amended, and under
certain circumstances may be sold without registration pursuant to that rule.
Subject to the compliance with the notice and manner of sale requirements of
Rule 144 and provided that we are current in our reporting obligations under the
Securities Exchange Act of 1934, a person who beneficially owns restricted
shares of stock for a period of at least one year is entitled to sell, within
any three-month period, shares equal to the greater of 1% of the then
outstanding shares of common stock, or if the common stock is quoted on the
Nasdaq System, the average weekly trading volume of the common stock during the
four calendar weeks preceding the filing of the required notice of sale on the
Form 144, with the United States Securities and Exchange Commission. As of the
date of this prospectus, 1,895,899 shares of the common stock, held by
beneficial owners, are eligible for sale pursuant to Rule 144. We are unable to
predict the effect that the sales made under Rule 144 otherwise may have on the
market price of our common stock prevailing at the time of any such sales.
Nevertheless, sales of substantial amounts of the restricted shares of common
stock in the public market could adversely effect the then prevailing market for
our common stock and could impair our ability to raise capital through the sale
of our equity securities.

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<PAGE>

SELLING SECURITY HOLDERS

The table below sets forth certain information regarding the beneficial
ownership of the common stock by the selling security holders and as adjusted to
give effect to the sale of the shares offered in this prospectus.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Position,
office or Percentage
affiliation of Common
with Modern Stock
Medical Beneficial Shares of Beneficially
during the Ownership of Common Stock Owned After
Name of Selling past Common Stock to be the
Security Holder three years Prior to Sale Sold(1)(2)(3) Offering(4)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Austost Anstalt Schaan None 332,540 332,540 0.0%
- ----------------------------------------------------------------------------------------------
Balmore Funds, S.A None 432,540 432,540 0.0%
- ----------------------------------------------------------------------------------------------
Investcor LLC None 148,319 148,319 0.0%
- ----------------------------------------------------------------------------------------------
Amro International S.A None 173,083 173,083 0.0%
- ----------------------------------------------------------------------------------------------
Talbiya B. Investments Ltd. None 139,728 139,728 0.0%
- ----------------------------------------------------------------------------------------------
Nesher, Inc. None 33,356 33,356 0.0%
- ----------------------------------------------------------------------------------------------
The Endeavour Capital Fund, S.A None 346,168 346,168 0.0%
- ----------------------------------------------------------------------------------------------
ICT N.V None 86,372 86,372 0.0%
- ----------------------------------------------------------------------------------------------
Libra Finance, S.A. None 175,000 175,000 0.0%
- ----------------------------------------------------------------------------------------------
J.P. Turner & Co., LLC None 75,000 75,000 0.0%
- ----------------------------------------------------------------------------------------------
</TABLE>

- ----------

(1) The number of shares of common stock shown as beneficially owned and
offered by the selling security holders represents the number of
shares which we have initially agreed to register. Pursuant to Rule
416 under the Securities Act of 1933, as amended, the number of
shares of common stock offered by the selling security holders
hereby and included in the registration statement of which this
prospectus is a part also includes an indeterminate number of
additional shares as may be issued on conversion of the currently
outstanding 15,000 shares of Series A 8% Cumulative Convertible
Preferred Stock and the exercise warrants to purchase an aggregate
of 475,000 shares of our common. Accordingly, the actual number of
shares of common stock issued or issuable upon the conversion of the
Series A 8% Cumulative Convertible Preferred Stock is subject to
adjustment depending upon factors which cannot be predicted by us at
this time, including, among others, the future market prices of our
common stock. Accordingly, the number of shares of common stock set
forth for the selling security holder may exceed the actual number
of shares of common stock that the selling security holder could own
beneficially at any given time through there ownership of the shares
of Series A 8% Cumulative Preferred Stock and the warrants. The
above numbers assume that the selling security holders will exercise
all of the outstanding warrants held by them.

57
<PAGE>

(2) Includes 340,368 shares of common stock issuable if Thinkpath
chooses to exercise its right to sell such shares to the investors
in the December 1999 private placement offering.

(3) Includes an aggregate of 156,750 shares of common stock issuable
upon the exercise of warrants, if Thinkpath chooses to exercise its
right to sell such warrants to the investors in the December 1999
private placement offering.

(4) Assumes all of the shares of common stock offered are sold.

In recognition of the fact that the selling security holders may wish to
be legally permitted to sell their shares of common stock when they deem
appropriate, we agreed with the selling security holders to file with the United
States Securities and Exchange Commission, under the Securities Act of 1933, as
amended, a registration statement on Form SB-2, of which this prospectus is a
part, with respect to the resale of the shares of common stock, and have agreed
to prepare and file such amendments and supplements to the registration
statement as may be necessary to keep the registration statement effect until
the shares of common stock are no longer required to be registered for the sale
thereof by the selling security holders.

PLAN OF DISTRIBUTION

The shares of common stock offered hereby by the selling security holders
may be sold from time to time by the selling security holders, or by pledgees,
donees, transferees and other successors in interest. These pledgees, donees,
transferees and other successors in interest will be deemed "selling security
holders" for the purposes of this prospectus. The shares of common stock may be
sold:

o on one or more exchanges or in the over-the-counter market (including the
OTC Bulletin Board); or

o in privately negotiated transactions.

The shares of common stock may be sold to or through brokers or dealers,
who may act as agent or principal, or in direct transactions between the selling
security holders and purchasers. In addition, the selling security holder may,
from time to time, sell short the common stock, and in these instances, this
prospectus may be delivered in connection with the short sale and the shares of
common stock offered hereby may be used to cover the short sale.

Transactions involving brokers or dealers may include, without limitation,
the following:

o ordinary brokerage transactions,

o transactions in which the broker or dealer solicits purchasers,

o block trades in which the broker or dealer will attempt to sell the shares
of common stock as agent but may position and resell a portion of the
block as principal to facilitate the transaction; and

o purchases by a broker or dealer as a principal and resale by such broker
or dealer for its account.

In effecting sales, brokers and dealers engaged by the selling security
holders or the purchasers of the shares of common stock may arrange for other
brokers or dealers to participate. These brokers or dealers may receive
discounts, concessions or commissions from the selling security holders and/or
the purchasers of the shares of common stock for whom the broker or dealer may
act as agent or to whom they may sell as principal, or both (which compensation
as to a particular broker or dealer may be in excess of customary commissions).

58
<PAGE>

We are bearing all of the costs relating to the registration of the shares
of common stock other than certain fees and expenses, if any, of counsel or
other advisors to the selling security holders. Any commissions, discounts or
other fees payable to brokers or dealers in connection with any sale of the
shares of common stock will be borne by the selling security holders, the
purchasers participating in the transaction, or both.

Any shares covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act of 1933, as amended, may be sold under Rule
144 rather than pursuant to this prospectus.

LEGAL MATTERS

Certain legal matters in connection with the offering, including the
validity of the issuance of the shares of common stock offered hereby, will be
passed upon for us by Gersten, Savage & Kaplowitz, LLP, New York, New York.

EXPERTS

Our financial statements for the years ended December 31, 1997 and 1998,
appearing in this prospectus and registration statement have been audited by
Schwartz Levitsky Feldman, llp, as set forth in their report thereon appearing
elsewhere herein and in the registration statement, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the information requirements of the Exchange Act of
1934, and, in accordance therewith will have been filing reports, proxy
statements and other information with the United States Securities and Exchange
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the United
States Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 and at the regional offices of the
United States Securities and Exchange Commission located at 7 World Trade
Center, Suite 1300, New York, New York 10048, and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the Public Reference Section of the Securities
and Exchange Commission, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and its public reference facilities in New York, New
York and Chicago, Illinois upon payment of the prescribed fees. Electronic
registration statements filed through the Electronic Data Gathering, Analysis,
and Retrieval System are publicly available through the United States Securities
and Exchange Commission's Web site (http://www.sec.gov). Further information on
public reference rooms available at the United States Securities and Exchange
Commission is available by contacting the United States Securities and Exchange
Commission at 1-(800) SEC-0330. The Nasdaq Stock Market maintains a Web site at
(http://www.nasdaq.com) whereby information regarding Thinkpath may be obtained

59
<PAGE>

Index to Financial Statements

Thinkpath.com Inc. Report of Independent
Auditors ................................................................ F-2

Thinkpath.com Inc. Consolidated Balance Sheet -
December 31, 1998 and December 31, 1997 ................................. F-3

Thinkpath.com Inc. Consolidated Statement of Income -
December 31, 1998 and December 31, 1997 ................................. F-5

Thinkpath.com Inc. Consolidated Statement of Changes -
December 31, 1998 and December 31, 1997 ................................. F-6

Thinkpath.com Inc. Consolidated Statement of Cash Flows -
December 31, 1998 and December 31, 1997 ................................. F-7

Thinkpath.com Inc. Notes to the Consolidated Financial
Statements .............................................................. F-8

Cad Cam, Inc. Reports of Independent Auditors ........................... F-22

Cad Cam, Inc. Consolidated Balance Sheet - December 31,
1998 and December 31, 1997 .............................................. F-24

Cad Cam, Inc. Consolidated Balance Sheet - December 31, 1998
and December 31, 1997 ................................................... F-25

Cad Cam, Inc. Consolidated Statements of Operations -
December 31, 1998 and December 31, 1997 ................................. F-26

Cad Cam, Inc. Consolidated Statement of Changes in Stockholders' Equity -
December 31, 1998 and December 31, 1997 ................................. F-27

Cad Cam, Inc. Consolidated Statements of Cash Flows -
December 31, 1998 and December 31, 1997 ................................. F-28

Cad Cam, Inc. Note to the Consolidated Financial Statements ............. F-29

Pro Forma Consolidated Financial Statements - Nine Months
ended September 30, 1999 and September 30, 1998 ......................... F-39

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Thinkpath.com Inc. formerly known as IT Staffing Ltd.

We have audited the accompanying consolidated balance sheets of Thinkpath.com
Inc. formerly known as IT Staffing Ltd. (incorporated in Canada) as of December
31, 1998 and 1997 and the related consolidated statements of income, cash flows
and changes in stockholders' equity for the years ended December 31, 1998 and
1997. These consolidated financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Thinkpath.com Inc. formerly known as IT Staffing Ltd. as of December 31, 1998
and 1997 and the consolidated results of its operations and its cash flows for
the years ended December 31, 1998 and 1997, in conformity with generally
accepted accounting principles in the United States of America.

Toronto, Ontario /s/ Schwartz Levitsky Feldman, llp
----------------------------------------
Chartered Accountants

June 25, 1999 except
for notes 15 and 19
for which the date
is February 24, 2000

F-2
<PAGE>

THINKPATH.COM INC.
Consolidated Balance Sheet
As of December 31
(Amounts expressed in US dollars)
1998 1997

$ $
ASSETS
CURRENT ASSETS

Cash -- 9,860
Accounts receivable (note 2) 2,184,783 761,570
Prepaid expenses 87,941 19,997
--------- ---------

2,272,724 791,427

CAPITAL ASSETS (note 3) 526,562 47,955

GOODWILL (note 4) 1,332,603 434,833

INVESTMENT IN NON-RELATED COMPANY (note 5) 130,438 --

DEFERRED CHARGES (note 6) 586,450 --
--------- ---------

4,848,777 1,274,215
========= =========

F-3
<PAGE>

THINKPATH.COM INC. STAFFING LTD.
Consolidated Balance Sheet
As of December 31
(Amounts expressed in US dollars)
1998 1997

$ $
LIABILITIES
CURRENT LIABILITIES

Bank indebtedness (note 7) 734,034 196,248
Accounts payable 1,386,659 388,250
Income taxes payable 95,212 40,786
Note payable -- 104,858
Current portion of long-term debt (note 8) 218,251 21,191
Advances from stockholders -- 49,749
--------- -------
2,434,156 801,082

LONG-TERM DEBT (note 8) 628,428 37,278
--------- -------

3,062,584 838,360
--------- -------

STOCKHOLDERS' EQUITY

CAPITAL STOCK (note 9) 1,448,368 328,327

CUMULATIVE TRANSLATION ADJUSTMENT (139,026) (18,133)

RETAINED EARNINGS 476,851 125,661
--------- -------

1,786,193 435,855
--------- -------

4,848,777 1,274,215
========= =========

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

F-4
<PAGE>

THINKPATH.COM INC.
Consolidated Statements of Income
For the years ended December 31
(Amounts expressed in US dollars)
1998 1997

$ $

REVENUE

Contract services 10,273,956 3,729,703
Permanent placements 2,228,604 974,638
---------- ---------

12,502,560 4,704,341

COST OF CONTRACT SERVICES 7,594,533 2,888,540
---------- ---------

GROSS PROFIT 4,908,027 1,815,801
---------- ---------

EXPENSES

Selling 2,984,604 1,123,051
Administrative 1,354,561 373,627
Financial 102,351 125,594
---------- ---------

4,441,516 1,622,272
---------- ---------

INCOME FROM OPERATIONS BEFORE INCOME TAXES 466,511 193,529

Income taxes (note 10) 115,321 55,121
---------- ---------

NET INCOME 351,190 138,408
========== =========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING

Basic 1,684,542 1,309,135
========== =========

Fully diluted 1,906,667 1,309,135
========== =========

EARNINGS PER WEIGHTED AVERAGE COMMON SHARE

Basic 0.21 0.11
========== =========

Fully diluted 0.18 0.11
========== =========

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

F-5
<PAGE>

THINKPATH.COM INC.
Consolidated Statements of Changes in Stockholders' Equity
For the years ended December 31
(Amounts expressed in US dollars)

Common
Stock Cumulative
Number of Retained Translation
Shares Amounts Earnings Adjustments
--------- --------- --------- -----------
$ $ $

Balance as of December 31, 1996 1,021,125 4 (12,747) 59

Common shares issued 288,010 328,323 -- --

Foreign currency translation -- -- -- (18,192)

Net income for the year -- -- 138,408 --
--------- --------- ------- --------

Balance as of December 31, 1997 1,309,135 328,327 125,661 (18,133)

Common shares issued 408,740 1,120,041 -- --

Foreign currency translation -- -- -- (120,893)

Net income for the year -- -- 351,190 --
--------- --------- ------- --------

Balance as of December 31, 1998 1,717,875 1,448,368 476,851 (139,026)
========= ========= ======= ========

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

F-6
<PAGE>

THINKPATH.COM INC.
Consolidated Statement of Cash Flows
For the years ended December 31
(Amounts expressed in US dollars)
1998 1997

$ $

Cash flows from operating activities:
Net income 351,190 138,408
---------- --------

Adjustments to reconcile net income to
net cash (used in) provided by
operating activities:
Amortization 140,735 16,968
Amortization of goodwill 44,191 15,258
Increase in accounts receivable (1,524,174) (577,114)
Increase in prepaid expenses (83,531) (15,645)
Increase in accounts payable 1,058,432 317,281
Decrease in income taxes payable 59,095 34,365
---------- --------
Total adjustments (305,252) (208,887)
---------- --------
Net cash provided by (used in) operating
activities 45,938 (70,479)
---------- --------
Cash flows from investing activities:
Purchases of capital assets (638,867) (44,739)
Incorporation costs -- 733
Acquisition of goodwill (989,825) (140,028)
Acquisition of shares in non-related
company (134,853) --
---------- --------
Net cash used in investing activities (1,763,545) (184,034)
---------- --------
Cash flows from financing activity:
Increase (decrease) in notes payable (101,140) 108,350
Increase in long-term debt 818,942 23,837
Proceeds from issuance of capital stock 1,075,253 --
Increase (decrease) in advances from
shareholders (47,985) 21,716
Increase in deferred charges (606,300) --
Increase in bank indebtedness 569,592 96,601
---------- --------
1,708,362 250,504
---------- --------
Effect of foreign currency exchange rate changes (615) 8,126
---------- --------
Net increase (decrease) in cash and cash
equivalents (9,860) 4,117
Cash and cash equivalents
- Beginning of year 9,860 5,743
---------- --------
- End of year -- 9,860
========== ========
Interest paid 113,102 6,491
========== ========
Income taxes paid -- --
========== ========

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

F-7
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Principles of Consolidation

The consolidated financial statements include the accounts of
Thinkpath.com Inc. and its wholly-owned subsidiaries. The earnings of the
subsidiaries are included from the date of acquisition. All significant
inter-company accounts have been eliminated.

Systemsearch Consulting Services Inc. was acquired on January 2, 1997 for
$391,313. This amount was paid by the issuance of common shares and a cash
payment of $97,828. The purchase has been reflected as follows:

Consideration $391,313
Assumption of net liabilities 57,321
--------

Goodwill $448,634
========

International Career Specialists Ltd. was acquired on January 1, 1998 for
$652,188. This amount was paid by the issuance of common shares and a cash
payment of $326,094. The purchase was reflected as follows:

Consideration $652,188
Assumption of net liabilities 198,409
--------

Goodwill $850,597
========

The assets of Southport Consulting Company, a New Jersey corporation were
acquired by Thinkpath.com Inc. in a transaction effective October 31,
1998. The consideration for the acquisition was as follows:

Cash $ 50,000
Shares 200,000
--------

$250,000
========

F-8
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

a) Principles of Consolidation (cont'd)

40,000 shares were issued.

The assets acquired are valued as follows:

Software $130,000
Office furniture and equipment 20,000
Goodwill 100,000
--------

$250,000
========

b) Principal Business Activity

Thinkpath.com Inc. is an information technology staffing company,
which along with its subsidiaries System Search Consulting Services
Inc. and International Career Specialists Ltd., specialize in
placing information technology personnel on both a contract and
permanent basis

System Search Consultants Inc. was purchased by Thinkpath.com Inc.
in a transaction effective January 2, 1997. The acquisition was
accounted for using the purchase method.

International Career Specialists Ltd. was purchased by Thinkpath.com
Inc. in a transaction effective January 1, 1998. The acquisition was
accounted for using the purchase method.

c) Cash and Cash Equivalents (Bank Indebtedness)

Cash and cash equivalents (bank indebtedness) include cash on hand,
amounts due 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.

d) Other Financial Instruments

The carrying amount of the company's other financial instruments
approximate fair value because of the short maturity of these
instruments or the current nature of interest rates borne by these
instruments.

e) 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.

F-9
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

f) Capital Assets

Property and equipment are recorded at cost and are depreciated on
the declining balance basis over their estimated useful lives.

g) Revenue

Revenue from contract placements is recognized as services are
performed. Revenue from permanent placements are recognized upon
commencement of employment.

h) Goodwill

Goodwill representing the cost in excess of the fair value of net
assets acquired related to the acquisitions of Systemsearch
Consulting Services Inc., International Career Specialists Ltd., and
the assets of Southport Consulting Company is being amortized on a
straight-line basis over a thirty year period. The company
calculates the recoverability of goodwill on a quarterly basis by
reference to estimated undiscounted future cash flows.

i) Foreign Currency Translation

The translation of the consolidated financial statements from
Canadian dollars ("CDN $") into United States dollars is performed
for the convenience of the reader. Balance sheet accounts are
translated using closing exchange rates in effect at the balance
sheet date and income and expense accounts are translated using an
average exchange rate prevailing during each reporting period. No
representation is made that the Canadian dollar amounts could have
been, or could be, converted into United States dollars at the rates
on the respective dates or at any other rates. Adjustments resulting
from the translation are included in the cumulative translation
adjustments in stockholders' equity.

i) Use of Estimates

The preparation of consolidated financial statements in conformity
with generally accepted accounting principals 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.

F-10
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

j) Comprehensive Income

In 1998, 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
additional 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.

2. ACCOUNTS RECEIVABLE 1998 1997

$ $

Accounts receivable 2,217,392 796,523
Less: Allowance for doubtful accounts 32,609 34,953
--------- -------

2,184,783 761,570
========= =======

4. CAPITAL ASSETS

1998 1997
---------------------------------- -------
Accumulated
Cost Amortization Net Net
-------- ------------ ------ ------
$ $ $ $
Furniture and equipment 227,284 52,151 175,133 24,565
Computer equipment 268,924 57,381 211,543 16,399
Computer software 136,510 74,777 61,733 6,991
Leasehold improvements 5,263 526 4,737 --
Software database 10,551 1,583 8,968 --
Web site development 3,147 472 2,675 --
HR Work bench development 46,652 -- 46,652 --
Apptracker development 15,121 -- 15,121 --
------- ------- ------- ------

713,452 186,890 526,562 47,955
======= ======= ======= ======

Assets under capital lease 301,291 40,539 260,753 --
======= ======= ======= ======

Amortization for the year amounted to $140,735 ($16,968 in 1997).

F-11
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

4. GOODWILL

Goodwill is the excess of cost over the value of assets acquired over
liabilities assumed.

1998 1997

$ $

Cost 1,389,123 450,091

Accumulated amortization 56,520 15,258
--------- -------

Net 1,332,603 434,833
========= =======

AMORTIZATION FOR THE YEAR 44,191 15,258
========= =======

5. INVESTMENT IN NON-RELATED COMPANY

In September 1998, Thinkpath.com Inc. was issued 95,000 common shares of
Fax Forward Inc. in lieu of $130,438 receivable owing to them. The
investment is accounted for using the cost method. Fax Forward Inc. has
issued an offering memorization as at March 15, 1999 in order to raise
$15,000,000 through the Issuance of 3,750,000 units. Each unit consists of
1 common share and one-quarter of one share purchase warrants. At date
hereof this offering has not yet closed.

6. DEFERRED CHARGES

Deferred charges are related to the initial public offering as described
in note 15. These costs will be charged against the proceeds of the new
share issuance in 1999.

F-12
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

7. BANK INDEBTEDNESS AND LINE OF CREDIT

Thinkpath.com Inc. has available a line of credit to a maximum of
$1,500,000, which bears interest at Canadian prime plus 2.1% per annum and
is secured by a general assignment of book debts, a general security
agreement and guarantees and postponements of claims by various affiliated
companies.

8. LONG-TERM DEBT

<TABLE>
<CAPTION>
1998 1997

$ $
<S> <C> <C>
a. Included therein:

A BDC loan secured by a general security agreement, payable in 59
equal monthly payments of $3,261 starting April 23, 1999, plus
interest of the BDC base rate plus 2% per annum. Currently the
interest rate is 11%. In addition, Thinkpath.com Inc. shall pay
interest monthly by way of royalty of 0.018% per annum of
Thinkpath.com Inc.'s projected annual gross sales 195,656 --

A Business Development Bank of Canada ("BDC") loan, secured by a
general security agreement, payable in 44 equal monthly payments of
$4,348 from October 23, 1998, plus interest of the BDC base rate plus
4% per annum. Current the interest rate is 12.75%. In addition
Thinkpath.com Inc. shall pay interest monthly by way of a royalty of
0.0426% per annum of Thinkpath.com Inc.'s projected annual gross
sales 243,496 --

A BDC loan, secured by a general security agreement,
payable in 47 monthly payments of $3,261 plus interest
of the BDC base rate plus 4% per annum. Currently, the
interest rate is 12.75%. In addition, Thinkpath.com Inc. shall
pay interest monthly by way of royalty of 0.0198% per
annum of its projected gross annual sales 182.613 --

A BDC loan secured by a general security agreement, payable in 22
remaining monthly payments of $653 plus interest of the BDC
operational interest rate prime plus
5%, per annum. Currently, the interest rate if 13.75% 20,218 --
</TABLE>

F-13
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

8. LONG-TERM DEBT (cont'd)

<TABLE>
<CAPTION>
1998 1997

$ $

<S> <C> <C>
A BDC loan secured by a general security agreement
payable in 23 remaining monthly payments of $653 plus
interest of the BDC base rate plus 3% per annum
Currently, the interest rate is 11.75% 15,000 23,749

A National Bank of Canada non-revolving, demand loan currently with
no outstanding balance. Payments were made on a monthly basis in the
amount of $608 for 24 months, at a rate equal to the National Bank of
Canada Canadian prime rate plus 2% per annum -- 5,746

Various capital leases with various payment terms and
interest rates 189,696 --
------- ------

846,679 58,469

Less: Current portion 218,251 21,191
------- ------

628,428 37,278
======= ======
</TABLE>

b) Future principal payments obligations are as follows:

1999 $ 218,251
2000 203,944
2001 160,262
2002 146,158
2003 107,840
Thereafter 10,224
----------

$ 846,679
==========

c) Interest expense with respect to the long-term debt amounted to
$60,317 ($6,491 in 1997).

d) Pursuant to the BDC loan agreement, BDC has the option to acquire
22,125 shares for an aggregate consideration of $1. The fair market
value of these shares at the time of issuance was $62,393 ($2.82
share). The imputed discount on these options is being amortized
over the term of the loan as interest.

F-14
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

9. CAPITAL STOCK

Authorized

An unlimited number of common shares

Issued Shares $
------ ----------- ----------

December 31, 1998 1,717,875 1,448,368
December 31, 1997 1,309,135 328,327

On January 2, 1997, 288,010 shares were issued in conjunction with the
acquisition of Systemsearch Consulting Services Inc. with a carrying value
of $328,323.

On January 1, 1998, 130,914 shares were issued in conjunction with the
acquisition of International Career Specialists Ltd. with a carrying value
of $349,528.

A private placement of 196,370 shares was completed in March 1998 yielding
proceeds of $423,639.

A second private placement of 85,094 shares was completed in April 1998
yielding proceeds of $216,814.

The company redeemed 43,637 shares for $69,940 in April 1998.

The company has outstanding stock options issued in conjunction with its
long-term financing agreements for 22,125 shares (see note 8d) and
additional options issued to a consultant of the company for 200,000
shares exercisable at $2.10/share.

Subsequent to June 30, 1998, the company granted options to purchase
50,000 shares to a vice president. The options are exercisable at the
issue price of common shares in the proposed initial public offering.

On October 31, 1998, the company issued 40,000 shares in the acquisition
of the assets of Southport Inc. The cost of these shares was $200,000.

The company has initiated a stock option plan for officers, directors,
consultants, key employees and advisors. Under the plan, options to
acquire an aggregate of 435,000 common shares may be granted at the
discretion of the board of directors. The shares will require a two-year
vesting period and will be exercisable for up to 10 years. The option
exercise price will be determined by the board of directors and may not be
less than the fair market value of the common shares on the date of the
granting of an option. To date, no options have been granted under this
plan.

F-15
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

9. CAPITAL STOCK (cont'd)

On August 6, 1998, the company split its stock. The result of the split
converted the outstanding shares from 1,281,667 to 1,667,875 shares. The
number of shares indicated above have been retroactively restated in all
periods to reflect the stock split on august 6, 1998.

The fully diluted shares outstanding after the effect of the stock split
is 1,900,000 shares.

Weighted average number of shares outstanding is calculated on a fully
diluted basis after giving effect to the stock split.

10. INCOME TAXES

1998 1997

$ $

Income taxes consist of:

Amount calculated at Federal and Provincial
statutory rates 115,471 70,702
------- ------

Increase (decrease) resulting from:
Permanent differences 10,407 2,714
Timing differences (1,471) (29)
Other differences (9,086) (18,266)
------- ------

(150) (15,581)
------- ------

Current income taxes 115,321 55,121
======= ======

F-16
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

11. COMPREHENSIVE INCOME

The company has adopted Statement of Financial Accounting Standards No.
130 Reporting Comprehensive Income and its components in the financial
statements. However, it does not affect net income or stockholders'
equity. The components of comprehensive income are as follows:

1998 1997

$ $

Net income 351,190 138,408
Other comprehensive loss (120,893) (18,192)
-------- -------

Comprehensive income 230,297 120,216
======== =======

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

<TABLE>
<S> <C>
Accumulated other comprehensive income, December 31, 1996 $ 59
Foreign currency translation adjustments for the year ended December 31, 1997 (18,192)
---------

Accumulated other comprehensive losses, December 31, 1997 (18,133)

Foreign currency translation adjustments for the year ended December 31, 1998 (120,893)
---------

Accumulated other comprehensive losses December 31, 1998 $(139,026)
=========
</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.

12. TRANSACTIONS WITH RELATED COMPANIES

Prior to Thinkpath.com Inc. purchasing shares of International Career
Specialists Ltd. on January 1, 1998, the company rented premises from
International Career Specialists Ltd. The land and building were disposed
of as part of the purchase price.

F-17
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

13. LEASE COMMITMENTS

a) Minimum payments under operating leases for premises occupied by the
company and its subsidiaries in Toronto and New York, exclusive of
most operating costs and realty taxes, for the fiscal year end of
December 31 for the next five years are as follows:

1999 $ 173,064
2000 173,141
2001 169,195
2002 43,295
2003 40,786
Thereafter 13,838
----------

$ 613,319
==========

14. SALES INFORMATION

a) Sales by Geographic Area

1998 1997

$ $

Canada 11,877,432 4,503,642
United States of America 625,128 200,699
---------- ---------

12,502,560 4,704,341
========== =========

b) Net Income by Geographic Area

The company's accounting records do not readily provide information on net
income by geographic area. Management is of the opinion that the
proportion of net income based principally on sales, presented below,
would fairly present the results of operations by geographic area.

1998 1997

$ $

Canada 333,630 131,822
United States of America 17,560 6,586
------- -------

351,190 138,408
======= =======

F-18
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

14. SALES INFORMATION (cont'd)

c) Identifiable Assets by Geographic Area

All identifiable assets were located in Canada for 1998.

d) Revenues from Major Customers

The consolidated entity had the following revenues from major
customers:

1998

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

1997

Bank of Montreal $ 674,426 14%
SHL Systemhouse 511,951 11%

e) Purchases from Major Suppliers

There were no significant purchases from major suppliers.

15. SUBSEQUENT EVENTS

On June 3, 1999 the company successfully completed as initial public
offering on NASDAQ. The company issued 1,100,000 shares for gross proceeds
of $5,500,000.

During 1999, the company acquired all of the issued and outstanding shares
of Cad-Cam, Inc. for a combination of common shares and cash for a total
of $6 million subject to certain adjustments.

In December 1999, the company issued 15,000 shares of Series A 8%
Cumulative Convertible Preferred Stock and common stock purchase warrants
to purchase an aggregate of 500,000 shares of our common stock in
connection with a private placement offering to accredited investors in
consideration for $1,500,000.

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

16. COMPARATIVE FIGURES

Certain figures in the 1997 financial statements have been reclassified to
conform with the basis of presentation used in 1998.

F-19
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

17. STOCK OPTION PLAN

In July 1998, the directors of the company adopted and the stockholders
approved the adoption of the company's 1998 Stock Option Plan.

The plan will be administrated by the Compensation Committee or the Board
of Directors, which will determine among other things, those individuals
who shall receive options, the time period during which the options may be
partially of fully exercised, the number of common shares issuable upon
the exercise of the options and the option exercise price.

The plan is effective for a period for ten years, expiring in 2008.
Options to acquire 435,000 common shares may be granted to officers,
directors, consultants, key employees, advisors and similar parties who
provide their skills and expertise to the company. The plan is designed to
enable management to attract and retain qualified and competent directors,
employees, consultants and independent contractors, Options granted under
the plan may be exercisable for up to ten years, generally require a
minimum two year vesting period, and shall be at an exercise price all as
determined by the Board of Directors provided that, pursuant to the terms
of the Underwriting Agreement between the company and Underwriters, the
exercise price of any options may not be less than the fair market value
of the common shares on the date of the grant. Options are
non-transferable, and are exercisable only by the participant (or by this
or her guardian of legal representative) during his or her lifetime or by
his or her legal representatives following death.

If a participant ceases, affiliation with the company by reason of death,
permanent disability or retirement at or after age 65, the option remains
exercisable for one year from such occurrence but not beyond the option's
expiration date. Other types of termination allow the participant 90 days
to exercise the option, except for termination for cause which results in
immediate termination of the option.

The company has agreed with the representative not to grant any options
under the plan at less than 100% of the fair market value of the common
shares at the date of the grant 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 plan, subject to applicable securities regulation.

The plan may be terminated or amended at any time by the Board of
Directors, except that the number of common shares reserved for issuance
upon the exercise of options granted under the plan may not be increased
without the consent of the shareholders of the company.

F-20
<PAGE>

THINKPATH.COM INC.
Notes to Consolidated Financial Statements
December 31, 1998 and December 31, 1997
(Amounts expressed in US dollars)

18. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

The Year 2000 Issue arises because many computerized systems use two
digits rather than four to identify a year. Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors
when information using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. The effects of the Year 2000 Issue
may be experienced before, on, or after January 1, 2000, and, if not
addressed, the impact on operations and financial reporting may range from
minor errors to significant systems failure which could affect a company's
ability to conduct normal business operations. It is not possible to be
certain that all aspects of the Year 2000 Issue affecting the company,
including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.

19. CHANGE OF CORPORATE NAME

On February 24, 2000, the company changed its corporate name from IT
Staffing Ltd. to Thinkpath.com Inc.

F-21
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Cad Cam, Inc.

We have audited the accompanying consolidated balance sheet of Cad Cam, Inc. as
of December 31, 1998 and the related consolidated statements of operations, cash
flows and changes in stockholders' deficiency for the year then ended. These
consolidated financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. The consolidated financial statements
of Cad Cam, Inc. as of December 31, 1997 were audited by other auditors whose
report dated October 31, 1998, expressed an unqualified opinion on those
statements.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Cad
Cam, Inc. as of December 31, 1998 and the consolidated results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles in the United States of America.

/s/ Schwartz Levitsky Feldman, llp
----------------------------------------
Chartered Accountants
Toronto, Ontario
August 25, 1999 except
for note 8 for
which the date is
February 24, 2000

F-22
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Cad Cam, Inc.

We have audited the accompanying consolidated balance sheet of Cad Cam,
Inc. and its subsidiaries as of December 31, 1977, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Cad Cam, Inc. and its subsidiaries as of December 31, 1997, and the consolidated
results of their operations and their cash flows for the year then ended, in
conformity with generally accepted accounting principles.

/s/ MOORE STEPHENS, P.C.
----------------------------------------
MOORE STEPHENS, P.C.
Certified Public Accountants

Cranford, New Jersey
October 30, 1998

F-23

<PAGE>

CAD CAM, INC.
Consolidated Balance Sheet
As of December 31, 1998 and 1997
(Amounts expressed in US dollars)

1998 1997

$ $
ASSETS
CURRENT ASSETS

Cash 186,537 13,710
Accounts receivable (note 2) 2,461,972 4,631,287
Inventory 116,385 18,370
Prepaid expenses 106,144 79,420
--------- ---------

2,871,038 4,742,787

FIXED ASSETS (note 3) 1,274,281 1,364,977

DUE FROM RELATED PARTIES (note 4) 281,953 195,357

GOODWILL (note 5) 23,872 34,104

CASH SURRENDER VALUE-OFFICER'S LIFE INSURANCE
(note 6) 67,174 91,078

OTHER ASSETS (note 7) 34,982 33,567
--------- ---------

4,553,300 6,461,870
========= =========

F-24
<PAGE>

CAD CAM, INC.
Consolidated Balance Sheet
As of December 31, 1998 and 1997
(Amounts expressed in US dollars)
1998 1997

$ $
LIABILITIES
CURRENT LIABILITIES

Bank indebtedness (note 8) 3,243,117 2,936,000
Accounts payable (note 9) 653,187 826,859
Wages and benefits payable 697,238 487,813
Current portion of long-term debt (note 10) -- 6,161
Deferred income taxes (note 11) 203,357 677,831
--------- ---------

4,796,899 4,934,664

LONG-TERM DEBT (note 10) -- 430,356
--------- ---------

4,796,899 5,365,020
--------- ---------

STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK (note 12) 10,000 10,000

RETAINED EARNINGS 33,223 1,373,672
--------- ---------

43,223 1,383,672

TREASURY STOCK (note 13) (286,822) (286,822)
--------- ---------

(243,599) 1,096,850
--------- ---------

4,553,300 6,461,870
========= =========

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

F-25
<PAGE>

CAD CAM, INC.
Consolidated Statements of Operations
For the years ended December 31, 1998 and 1997
(Amounts expressed in US dollars)

1998 1997

$ $

REVENUE 20,443,445 20,942,579

Cost of services 15,113,741 15,194,796
---------- ----------

GROSS PROFIT 5,329,704 5,747,783

Other income 44,204 8,522
---------- ----------

5,373,908 5,756,305
---------- ----------

EXPENSES

Administrative 3,368,430 3,050,421
Selling 1,958,882 1,996,326
Financial 1,831,233 600,378
Miscellaneous 30,286 31,294
---------- ----------

7,188,831 5,678,419
---------- ----------

INCOME (LOSS) FROM OPERATIONS
BEFORE INCOME TAXES (1,814,923) 77,886

Income taxes (recovery) (note 11) (474,474) 69,000
---------- ----------

NET INCOME (LOSS) (1,340,449) 8,886
========== ==========

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (16,755) 111
========== ==========

WEIGHTED AVERAGE NUMBER OF SHARES 80 80
========== ==========

F-26
<PAGE>

CAD CAM, INC.
Consolidated Statements of Changes in Stockholders' Equity (Deficiency)
For the years ended December 31, 1998 and 1997
(Amounts expressed in US dollars)

<TABLE>
<CAPTION>
Common Treasury
Stock Stock Retained
Number of Number of Earnings
Shares Amounts Shares Amount (Deficit)
-------- -------- --------- -------- ----------
$ $ $

<S> <C> <C> <C> <C> <C>
Balance as of December 31, 1996 100 10,000 20 (286,822) 1,364,786

Net income for the year -- -- -- -- 8,886
--- ------ -- -------- ---------

Balance as of December 31, 1997 100 10,000 20 (286,822) 1,373,672

Net loss for the year -- -- -- -- (1,340,449)
--- ------ -- -------- ---------

Balance as of December 31, 1998 100 10,000 20 (286,822) 33,223
=== ====== == ======== =========
</TABLE>

F-27
<PAGE>

CAD CAM, INC.
Consolidated Statements of Cash Flows
For the years ended December 31, 1998 and 1997
(Amounts expressed in US dollars)

<TABLE>
<CAPTION>
1998 1997

$ $
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) (1,340,449) 8,886
Adjustments for:
Depreciation of capital assets 332,557 349,460
Amortization of goodwill and other assets 11,895 12,006
Loss on disposal of equipment -- 50,262
Bad Debts 1,306,792 271,168
Decrease (increase) in accounts receivable 862,523 (1,644,029)
Decrease (increase) in prepaid expenses (26,724) 14,184
Increase in inventory (98,015) (3,735)
Increase in accounts payable 12,322 320,806
Increase (decrease) in wages and benefits payable 23,431 103,963
Increase (decrease) in deferred income taxes (474,474) 69,000
---------- ---------

609,858 (448,029)
---------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of capital assets -- 1,000
Purchases of capital assets (241,861) (690,825)
Decrease (increase) in cash surrender value-officer's
life insurance 23,904 (28,592)
Increase in due from related parties (86,596) (21,420)
Increase in other assets (3,078) (38,813)
---------- ---------

(307,631) (778,650)
---------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings on long-term notes payable -- 400,000
Net borrowings on line of credit 307,117 922,047
Repayments on long-term notes payable (430,356) (124,366)
Payments on capital lease obligations (6,161) (20,476)
---------- ---------

(129,400) 1,177,205
---------- ---------

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 172,827 (49,474)

Cash and cash equivalents, beginning of year 13,710 63,184
---------- ---------

CASH, END OF YEAR 186,537 13,710
========== =========
CASH PAID DURING THE YEAR

Interest 295,883 280,796
========== =========

Income taxes -- --
========== =========
</TABLE>

F-28
<PAGE>

CAD CAM, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Amounts expressed in US dollars)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Nature of Operations - Cad Cam, Inc. and its subsidiaries, Cad Cam
of Michigan Inc., Cad Cam Integrated Systems Inc. and Cad Cam
Technical Services Inc., principally provide temporary contract
placement services in the United States of America.

b) Principles of Consolidation - The consolidated financial statements
include the accounts of Cad Cam, Inc. and its wholly owned
subsidiaries, Cad Cam of Michigan Inc., Cad Cam Integrated Services
Inc., and Cad Cam Technical Services Inc. All material intercompany
transactions have been eliminated.

c) Cash and Cash Equivalents - Cash and cash equivalents (bank
indebtedness) include cash on hand, amounts due from and to banks,
and other highly liquid investments purchased with a maturity of
three months or less.

d) Other Financial Instruments - The carrying amount of the company's
other financial instruments approximates fair value, because of the
short maturity of these instruments or the current nature of
interest rates borne by these instruments.

e) 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 the company's current borrowing rate
for similar instruments of comparable maturity.

f) Concentration of Credit Risk - Financial instruments that
potentially subject the company to concentration of credit risk
include cash and cash equivalents and accounts receivable arising
from its normal business activities. The company places its cash and
cash equivalents with high credit quality financial institutions.
The company did not have any amounts at December 31, 1998 in
financial institutions subject to normal credit risk beyond insured
amounts. The company does not require collateral on its financial
instruments.

The company extends credit to its customers, which results in
accounts receivable arising from its normal business activities. The
company routinely assesses the financial strength of its customers
and, based upon factors surrounding the credit risk of its
customers, believes that its receivable credit risk exposure is
limited. The company's estimate of the financial strength of its
customers may be subject to change in the near term.

g) Impairment - The company's policy is to record an impairment loss
against the balance of a long-lived asset in the period when it is
determined that the carrying amount of the asset may not be
recoverable. This determination is based on an evaluation of such
factors as the occurrence of a significant event, a significant
change in the environment in which the business assets operate or if
the expected future non-discounted cash flows of the business was
determined to be less than the carrying value of the assets. If
impairment is deemed to exist, the assets will be written down to
fair value. Management also evaluates events and circumstances to
determine whether revised estimates of useful lives is warranted. As
of December 31, 1998, management expects its long-lived assets to be
fully recoverable.

F-29
<PAGE>

CAD CAM, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Amounts expressed in US dollars)

1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

h) Use of Estimates - The preparation of consolidated financial
statements in conformity with generally accepted accounting
principles in the United States requires management to make
estimates and assumptions that affect certain reported amounts of
assets and liabilities and the 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.

i) Revenue Recognition - Revenues are recognized as hours are completed
on each project. Unbilled receivables consist of hours completed but
unbilled at year-end.

Revenues from the sale of computer hardware and software are
recognized on delivery. The company recognizes the sale of software
upon delivery because it believes collectibility is probable and the
company has no obligations remaining after the sale.

j) Inventory - Inventory is recorded at the lower of cost or market
[first-in first-out method] and represents finished goods.

k) Property and Equipment - Property and equipment are recorded at
cost. Depreciation is recorded using the straight - line method over
the shorter of the estimated useful lives of the related assets or
the remaining lease terms. Estimated useful lives are as follows:

Years
-----

Equipment and Software 3 - 7
Furniture and Fixtures 7
Leasehold Improvements 5 - 7

Routine maintenance, repairs, and renewals are charged to expense as
incurred. Renewals and betterments which substantially increase the
life of property and equipment are capitalized. At retirement or
sale, the cost of the assets, less related accumulated depreciation
are removed from the accounts and the resulting gains and losses are
included in income.

The company has entered into two capital lease arrangements for the
lease of computer software and respective license fees. The related
assets and obligations have been reported using the company's
implicit borrowing rate. The leases, which are non-cancellable,
expire June 1997 and February 1998.

l) Goodwill - Goodwill is being amortized using the straight - line
method over ten years.

m) Income Taxes - The company accounts for income tax under the
provisions of Statement of Financial Accounting Standards No. 109,
which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been
included in the financial statement or tax returns. Deferred income
taxes are provided using the liability method. Under the liability
method, deferred income taxes are recognized for all significant
temporary differences between the tax and financial statement bases
of assets and liabilities.

F-30
<PAGE>

CAD CAM, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Amounts expressed in US dollars)

1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

n) Basic and Diluted Earnings (Loss) per share is calculated by
dividing net income for the year by the weighted average number of
shares of common stock outstanding during the year.

o) 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
compensation expense for stock-based compensation 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 contained in Accounting Principles Board Opinion 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 also applies to
transactions in which an entity issues its equity instruments to
acquire goods and services from non-employees. These transactions
must be accounted for based on the fair value of the consideration
received or the fair value of the equity instruments issued
whichever is more reliably measurable. SFAS No 123 is effective for
financial statements for fiscal years beginning after December 15,
1995. The company has adopted the disclosure provisions of SFAS No.
123.

2. ACCOUNTS RECEIVABLE

1998 1997

$ $

Accounts receivable 3,432,095 4,388,387
Unbilled receivable 291,566 522,900
Less: Allowance for doubtful accounts (1,261,689) (280,000)
---------- --------

2,461,972 4,631,287
========== =========

3. FIXED ASSETS

1998 1997
Cost Cost
--------- ---------
$ $

Furniture and equipment 176,304 155,178
Computer equipment 2,693,650 2,549,176
Leasehold improvements 29,553 21,025
--------- ---------

2,899,507 2,725,379

Less: Accumulated depreciation 1,625,226 1,360,402
--------- ---------

Net 1,274,281 1,364,977
========= =========

F-31
<PAGE>

CAD CAM, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Amounts expressed in US dollars)

3. FIXED ASSETS (cont'd)

1998 1997

$ $

Assets under capital lease -- 63,830

Less: Accumulated depreciation -- 22,797
--- ------

Net -- 41,033
=== ======

Depreciation for the year amounted to $332,557 ($349,460 in 1997).
Included in Depreciation Expense for 1997 is $12,161 of depreciation on
capital lease equipment.

4. DUE FROM RELATED PARTIES

At December 31, 1998, the company has a receivable from its sole
stockholder for advances in the amount of $151,255 (1997-$140,051).
Interest of 8% is charged annually on the outstanding balance. There are
no set repayment terms.

The company has a receivable from a company also owned by sole stockholder
in the amount of $75,392. There are no set terms of repayment.

The company pays premiums for life insurance policies for certain officers
of the company. At December 31, 1998 and 1997, amounts due from these
officers were $55,306. There are no set terms of repayment.

5. GOODWILL

Goodwill is the excess of cost over the value of assets acquired over
liabilities assumed.

1998 1997

$ $

Cost 102,318 102,318

Less: Accumulated amortization 78,446 68,214
------- -------

Net 23,872 34,104
======= =======

Amortization for the year 10,232 10,232
======= =======

F-32
<PAGE>

CAD CAM, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Amounts expressed in US dollars)

6. CASH SURRENDER VALUE - OFFICER'S LIFE INSURANCE

At December 31, 1998 the cash surrender values of the officer's life
insurance in the names of the shareholder and certain officers of the
company were $67,174 ($91,078 in 1997). Subsequent to December 31, 1998,
the life insurance policies were transferred to the policy holders and
became loans owing from them, bearing interest at the rate of 8% and
repayable in installments commencing March 2000.

7. OTHER ASSETS

1998 1997

$ $

Deposits 34,982 31,394
Organization fees -- 2,173
------ ------

34,982 33,567
====== ======

8. BANK INDEBTEDNESS AND LINE OF CREDIT

The company has available a line of credit to a maximum of $5,000,000 with
interest that varies with the banks prime rate. It is secured by a general
security agreement. As at December 31, 1998 certain bank covenants were
not met. In February 1999, a waiver of the breached covenants for the year
ended December 31, 1998 was obtained from the bank by the company.
However, this waiver would not cover any breached covenants, if any, after
December 31, 1998. The company is currently not in breach of its
covenants. Interest expense for note payable, capital lease obligations
and the line of credit aggregated $294,707 and $280,704 for the years
ended December 31, 1998 and December 31, 1997 respectively.

9. ACCOUNTS PAYABLE

1998 1997

$ $

Accounts payable - Trade 579,010 826,859
Accrued expenses 74,177 --
------- -------

653,187 826,859
======= =======

F-33
<PAGE>

CAD CAM, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Amounts expressed in US dollars)

10. LONG-TERM DEBT

<TABLE>
<CAPTION>
1998 1997

$ $
<S> <C> <C>
Capital lease obligation, expired June 1997 and February 1998
Present value of net minimum lease payments -- 6,161

Bank note , payable in monthly installments of $6,548
plus interest at rime, plus 1% repaid during the year -- 72,023

Bank note, payable in monthly installments of $8,333 plus
interest at prime plus 1/4% repaid during 1998 -- 358,333
--- -------

-- 436,517

Less: Current portion -- 6,161
--- -------

-- 430,356
=== =======
</TABLE>

11. DEFERRED INCOME TAXES

The company has elected to be taxed as a "C" corporation under the
provisions of the Internal Revenue Code. The Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 109
["SFAS"], which requires the establishment of a deferred tax asset or
liability for the recognition of future deductions or taxable amounts, and
operating loss and tax credit carryforwards. Deferred tax expense
(benefit) is recognized as a result of the change in the deferred asset or
liability during the year.

Since the company files its federal and state tax return using the cash
method of accounting, its taxable income is substantially different from
its income under generally accepted accounting principles. The deferred
tax liability is principally caused by increasing accounts receivable
balances, and subsequent cash collections which will generate future
taxable income.

The provision (recovery) for income taxes for 1998 and 1997 was $(474,474)
and $69,000 respectively, based on current income tax rates as follows:

1998 1997
---- ----
Current -- --
Deferred (474,474) 69,000
-------- ------
(474,474) 69,000
======== ======

F-34
<PAGE>

CAD CAM, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Amounts expressed in US dollars)

11. DEFERRED INCOME TAXES (cont'd)

Components of the net deferred tax liability are as follows:

1998 1997
------- -------

Current Current
------- -------

Total deferred tax assets $ 441,000 $ 829,000
Total deferred tax liabilities (644,357) (1,506,831)
--------- -----------
$(203,357) $ (677,831)
========= ===========

Due to the above timing differences, the entire provision for federal
income tax has been deferred.

Due to the amount and nature of the deferred tax asset, it is management's
opinion that the entire benefit will be realized; therefore no valuation
allowance is considered necessary.

The company has available a tax basis net operating loss carry forward of
$1,723,071 which will begin to expire in 2006.

Subsequent to the year end the company was acquired by Thinkpath.com Inc.
and the company ceased to be a cash basis taxpayer and will commence using
the accrual basis method of accounting.

12. CAPITAL STOCK

Shares Authorized

750 no par value common stock

Shares Issued

1998 1997

$ $

100 Common stock issued, 80 shares of common stock
outstanding (see note 13) 10,000 10,000
====== ======

13. TREASURY STOCK

During 1996 the company purchased 20 shares of stock from a stockholder
for $286,822. The shares are held as treasury stock as of December 31,
1998 and 1997 at cost.

F-35
<PAGE>

CAD CAM, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Amounts expressed in US dollars)

14. LEASE COMMITMENTS

Minimum payments under non-cancelled operating leases for premises
occupied by the company, exclusive of most operating costs and realty
taxes are as follows:

1999 $ 480,764
2000 445,077
2001 360,016
2002 192,339
----------

$1,478,196
==========

These leases will expire no later than November 2002.

The company leased various equipment and two automobiles under operating
leases which expired at various dates throughout December 31, 1998. Th
majority of the leased equipment was leased from a corporation owned by
the stockholder of the company. The company also leases an airplane from a
corporation owned by the stockholder of the company for $2,250 per month.
The lease extends through November 1999. As part of the acquisition of the
shares of the company, the lease was cancelled.

The company subleases a portion of one of its facilities for a monthly
rental fee of $3,000 per month commencing February 1998. The sublease rent
increases to $3,150 per month February 1999 and the sublease expires
January 2000.

Further minimum sublease payments are as follows:

1999 37,650
2000 3,150

The total rent expense for facilities and equipment for the years ended
December 31, 1998 and 1997 was $541,278 and $480,960 respectively.

15. RESERVE FOR HEALTH INSURANCE

During 1992, the company instituted a partially self-insured health care
program. The company's obligations based on claims to December 31, 1998
have been charged to operations for the year then ended. In August, 1999,
the company decided to opt out of the partially self-insured plan and to
institute a fully funded self-insurance plan. The minimum liability for
termination of the partially self-insured plan is approximately $220,000
and will be charged to operations in 1999 and subsequent years.

16. EMPLOYEE BENEFIT PLAN

The company has a 401 (k) retirement plan which covers substantially all
employees. Employees may contribute up to 15% of their compensation.
Company matching contributions in 1998 were 50% of employee contributions
on the first 3% of an employee's compensation. In 1997, the company
matched 50% of employee contribution on the first 6% of an employee's
compensation. Company contributions were $79,726 and $102,959 for the
years ended December 31, 1998 and 1997 respectively.

F-36
<PAGE>

CAD CAM, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Amounts expressed in US dollars)

17. COMPREHENSIVE INCOME

The company has adopted statement of financial accounting Standards No.
130 "Reporting Comprehensive Income" as of January 1, 1998 which requires
new standards for reporting and display of comprehensive income and its
components in the financial statements. However, it does nor affect net
income or total stockholders' equity. There were no items of comprehensive
income for 1997 and 1998.

18. CONTINGENCIES

The company is party to various litigation arising from the normal course
of business. In management's opinion, the litigation will not materially
affect the company's financial position, results of operations or cash
flows.

The company has guaranteed the bank loan of a company owned by the sole
shareholder of the company. The bank loan bears interest at a rate that
varies with the bank prime rate and matures in July 1999. As at December
31, 1998 the bank loan of the related company was $491,920.

19. SUBSEQUENT EVENTS

Subsequent to December 31, 1998 the company was acquired by Thinkpath.com
Inc., a public company, for a combination of common shares of the
purchaser and cash for a total of $6.0 million subject to certain
adjustments.

20. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

21. COMPARATIVE FIGURES

Certain figures in the 1997 financial statements have been reclassified to
conform with the basis of presentation used in 1998.

F-37
<PAGE>

CAD CAM, INC.
Consolidated Schedule of Expenses
December 31, 1998 and 1997
(Amounts expressed in US dollars)

1998 1997

$ $

ADMINISTRATIVE

Office and salaries and benefits 1,798,615 1,422,677
Rent 474,187 401,837
Supplies 76,661 73,639
Telephone 116,754 156,326
Office and general 160,201 242,156
Utilities and taxes 62,755 51,121
Insurance 28,683 21,605
Network expense 82,481 60,653
Repairs and maintenance 126,445 131,853
Equipment rental 60,335 84,123
Training 36,861 42,965
Amortization - Capital assets 332,557 349,460
- Goodwill and other assets 11,895 12,006
--------- ---------

3,368,430 3,050,421
========= =======

SELLING

Selling salaries and benefits 911,970 929,847
Commissions 695,914 639,092
Advertising and promotion 151,620 218,253
Travel 171,324 173,081
Telephone 28,054 36,053
--------- ---------

1,958,882 1,996,326
========= =======

FINANCIAL

Bad debts 1,384,452 271,967
Interest and bank charges 303,407 289,214
Professional fees 143,374 39,197
--------- ---------

1,831,233 600,378
========= =======
15

F-38
<PAGE>

THINKPATH.COM INC.

PRO FORMA CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998

(Unaudited)

F-39
<PAGE>

THINKPATH.COM INC.
Pro Forma Consolidated Interim Balance Sheet
As at September 30, 1999 and 1998
(Amounts expressed in US dollars)
(Unaudited)

<TABLE>
<CAPTION>
Pro Forma Pro Forma Interim
1999 1998 1998
<S> <C> <C> <C>
ASSETS

CURRENT ASSETS

Cash 1,338,284 231,200 149,572
Accounts receivable 6,048,721 6,508,794 1,838,633
Prepaid expenses 586,406 258,067 143,585
Inventory 109,347 1,668 --
----------- ----------- -----------
8,082,758 6,999,729 2,131,790

CAPITAL ASSETS 2,343,552 1,429,631 123,836
OTHER ASSETS 396,873 433,484 --
DEFERRED INCOME TAXES 117,687 -- --
GOODWILL 6,675,622 1,264,012 1,237,583
----------- ----------- -----------
17,616,493 10,126,856 3,493,209
----------- ----------- -----------

LIABILITIES

CURRENT LIABILITIES

Bank indebtedness 3,651,874 3,364,329 156,746
Accounts payable 3,023,745 2,561,636 1,057,805
Income taxes payable 126,124 200,750 200,750
Current portion of long-term debt 238,274 107,100 107,100
----------- ----------- -----------
7,040,018 6,233,815 1,522,401

LONG-TERM DEBT 303,542 381,630 381,630
NOTE PAYABLE 2,500,000 -- --
DEFERRED INCOME TAXES 397,486 1,021,148 --
----------- ----------- -----------
10,241,046 7,636,593 1,904,031
----------- ----------- -----------

STOCKHOLDER'S EQUITY

CAPITAL STOCK 5,981,888 1,258,368 1,248,368
CUMULATIVE TRANSLATION
ADJUSTMENT 259,377 (397,961) (111,139)
RETAINED EARNINGS 1,134,182 1,629,856 451,949
7,375,447 2,490,263 1,589,178
----------- ----------- -----------
17,616,493 10,126,856 3,493,209
----------- ----------- -----------
</TABLE>

F-40
<PAGE>

THINKPATH.COM INC.
Pro Forma Consolidated Interim Statement of Income
For the nine months ended September 30, 1999 and 1998
(Amounts expressed in US dollars)
(Unaudited)

Pro Forma Pro Forma Unaudited
1999 1998 1998

REVENUE 27,431,327 24,568,449 8,756,482

Cost of services 18,699,410 16,299,342 5,010,878
---------- ---------- ----------

GROSS PROFIT 8,731,917 8,269,107 3,745,604
---------- ---------- ----------

EXPENSES

Administrative 3,660,399 3,799,996 967,741
Selling 3,838,306 3,429,808 2,104,823
Financial 456,477 347,362 128,702
---------- ---------- ----------
7,955,183 7,577,166 3,201,266
---------- ---------- ----------

INCOME BEFORE INCOME TAXES 776,735 691,941 544,338

Income taxes 119,404 561,418 218,050
---------- ---------- ----------

NET INCOME 657,331 130,523 326,288
---------- ---------- ----------

BASIC EARNINGS PER SHARE 0.26 0.10 0.20

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,510,040 1,309,135 1,650,238

FULLY DILUTED EARNINGS PER SHARE 0.24 0.10 0.18

F-41
<PAGE>

THINKPATH.COM INC.
Pro Forma Consolidated Interim Schedule of Expenses
For the nine months ended September 30, 1999 and 1998
(Amounts expressed in US dollars)
(Unaudited)

Pro Forma Pro Forma Unaudited
1999 1998 1998

ADMINISTRATIVE

Management salaries and fees 291,494 291,698 291,698
Office salaries and benefits 1,429,468 2,998,965 229,969
Rent 683,442 219,463 156,204
Office and general 406,600 156,969 156,969
Telephone 174,562 74,966 74,966
Amortization 674,833 57,935 57,935
--------- --------- ---------
3,660,399 3,799,996 967,741
--------- --------- ---------

SELLING

Salaries and Commission 3,414,017 3,180,749 1,855,764
Advertising and promotion 250,651 198,762 198,762
Automobile and travel 173,637 50,297 50,297
--------- --------- ---------
3,838,306 3,429,808 2,104,823
--------- --------- ---------

FINANCIAL

Professional fees 100,719 43,045 43,045
Interest and bank charges 355,758 304,317 85,657
--------- --------- ---------
456,477 347,362 128,702
--------- --------- ---------

F-42
<PAGE>

THINKPATH.COM INC.
Pro Forma Consolidated Statement of Stockholders' Equity
For the nine months ended September 30, 1999
(Amounts expressed in US dollars)
(Unaudited)

<TABLE>
<CAPTION>
Common
Stock Retained Cumulative
Number of Earnings Translation
Shares Amounts (Deficit) Adjustments
$ $ $

<S> <C> <C> <C> <C>
Balance as of December 31, 1997 1,309,135 328,327 125,661 (18,133)

Common shares issued 368,740 920,041 -- --

Foreign currency translation -- -- --
(93,006)

Net income for the period -- -- 326,288 --

Balance as of September 30, 1998 1,677,875 1,248,368 451,949 (111,139)
--------- --------- ------- --------

Common shares issued 40,000 200,000 -- --

Foreign currency translation -- -- -- (27,887)

Net income for the period -- -- 24,902 --

Balance as of December 31, 1998 1,717,875 1,448,368 476,851 (139,026)
--------- --------- ------- --------

Common shares issued 1,481,667 4,533,520 -- --

Pro forma net income for the
period -- -- 657,331 --
--------- --------- ------- --------

Balance as of September 30, 1999 3,199,542 5,981,888 1,134,182 (139,026)
--------- --------- ------- --------
</TABLE>

F-43
<PAGE>

THINKPATH.COM INC.
Pro Forma Consolidated Statement of Cash Flow
For the nine months ended
September 30, 1999
(Amounts expressed in US dollars)
(Unaudited)

<TABLE>
<CAPTION>
Pro Forma 1999 Interim 1998
(unaudited) (unaudited)
$ $
<S> <C> <C>
Cash flows from operating activities:
Net income 657,331 326,288

Adjustments to reconcile net income
to net cash (used in) provided by
operating activities:
Amortization 674,833 24,356
Amortization of goodwill -- 33,579
Increase in accounts receivable (4,210,088) (1,178,966)
Increase in inventory (109,347) --
Increase in prepaid expenses (442,821) (130,645)
Increase in accounts payable 1,965,940 727,044
Increase in income taxes payable 54,426 170,124
----------- -----------

Total adjustments (2,067,057) (354,508)
----------- -----------

Net cash provided by (used in) operating activities (1,409,726) (28,220)
----------- -----------

Cash flows from investing activities:
Purchases of capital assets (2,219,716) (107,024)
Purchases of other assets (396,873) --
Acquisition of goodwill (5,438,039) (614,030)
----------- -----------

Net cash used in investing activities (8,054,628) (721,054)
----------- -----------

Cash flows from financing activity:
Increase (decrease) in notes payable 2,500,000 (102,466)
Increase (decrease) in long-term debt 53,086 454,050
Increase (decrease) in advances from shareholders -- (48,614)
Proceeds from issuance of capital stock 4,733,520 620,944
Increase in deferred charges 20,904 --
Increase in bank indebtedness 3,495,128 (27,828)
----------- -----------

10,802,638 896,086
----------- -----------

Effect of foreign currency exchange rates -- (7,100)
----------- -----------

Net increase (decrease) in cash and cash equivalents 1,338,284 139,712
Cash and cash equivalents
Beginning of year -- 9,860
----------- -----------
End of year 1,338,284 149,572
----------- -----------
</TABLE>

F-44
<PAGE>

THINKPATH.COM INC.
Notes to Pro Forma Consolidated Interim Financial Statements
As at September 30, 1999
(Amounts expressed in US dollars)
(Unaudited)

1. BASIS OF PRESENTATION

The pro forma statements have been prepared using the purchase method of
accounting for the transaction. The total purchase price will be allocated
to the assets acquired and liabilities assumed, based on the respective
fair values. The allocation of the aggregate purchase price reflected in
the pro forma statements is preliminary and is based upon Thinkpath.com
Inc.'s share price on September 16, 1999. The purchase allocation to
reflect the fair values of the assets acquired and liabilities assumed is
based upon management's evaluation of such assets and liabilities.

The accompanying pro forma statements have been prepared by management of
Thinkpath.com Inc. based on the unaudited management prepared financial
statements of Thinkpath.com Inc. as at and for the nine months ended
September 30, 1999 and the unaudited management prepared financial
statements of Cad Cam, Inc. as at and for the nine months ended September
30, 1999, adjusted to reflect classifications consistent with the
presentation adopted by Thinkpath.com Inc. The accounting policies used in
the preparation of the pro forma statements are those disclosed in
Thinkpath.com Inc.'s unaudited consolidated financial statements. The pro
forma adjustments include those adjustments necessary to conform the Cad
Cam, Inc. financial statements with the accounting policies used by
Thinkpath.com Inc. in the preparation of its consolidated financial
statements.

In the opinion of the management of Thinkpath.com Inc., these pro forma
statements include all adjustments necessary for a fair presentation of
pro forma financial statements.

The pro forma statements also are not necessarily indicative of the
results that actually would have been achieved if the transactions
reflected therein had been completed on the dates indicated or the results
which may be obtained in the future. In preparing these pro forma
statements, no adjustments have been made to reflect transactions which
have occurred since the dates indicated or to reflect the operating
benefits and general and administrative cost savings expected to result
from combining the operations of Thinkpath.com Inc. and Cad Cam, Inc.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Principles of Consolidation

The consolidated financial statements include the accounts of
Thinkpath.com Inc. and its wholly owned subsidiaries. The earnings of the
subsidiaries are included from the date of acquisition. All significant
inter-company accounts have been eliminated.

b) Principal Business Activity

Thinkpath.com Inc. is an information technology and engineering staffing
company, which along with its subsidiaries Systemsearch Consulting
Services Inc., International Career Specialists Ltd., Cad Cam, Inc., Cad
Cam of Michigan Inc., Cad Cam Integrated Manufacturing Services Inc., and
Cad Cam Technical Services Inc., specializes in placing information
technology and engineering personnel on both a contract and permanent
basis.

F-45
<PAGE>

THINKPATH.COM INC.
Pro Forma Consolidated Interim Balance Sheet
As at September 30, 1999
(Amounts expressed in US dollars)
(Unaudited)

1. BASIS OF PRESENTATION (cont'd)

c) Revenue

Revenue from contract placements is recognized as services are
performed. Revenue from permanent placements is recognized upon
candidate's acceptance of employment.

d) Goodwill

Goodwill representing the cost in excess of the fair value of net
assets acquired related to the acquisitions described in note 1(a)
and is being amortized on a straight-line basis over a thirty-year
period. The company calculates the recoverability of goodwill on a
quarterly basis by reference to estimated undiscounted future cash
flows.

e) Foreign Currency Translation

The translation of the consolidated financial statements from
Canadian dollars ("CDN $") into United States dollars is performed
for the convenience of the reader. Balance sheet accounts are
translated using closing exchange rates in effect at the balance
sheet date and income and expense accounts are translated using an
average exchange rate prevailing during each reporting period. No
representation is made that the Canadian dollar amounts could have
been or could be, converted into United States dollars at the rates
on the respective dates or at any other rates. Adjustments resulting
from the translation are included in the cumulative translation
adjustments in stockholders' equity.

f) Use of Estimates

The preparation of consolidated interim financial statements
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 consolidate
interim financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could
differ from those estimates.

g) Net Income and Fully Diluted Net Income Per Weighted Average Common
Stock

Net Income per common stock is computed by dividing net income fore
the year by the weighted average number of common stock outstanding
during the year.

Fully diluted net income 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 dilutive stock
options granted as described in note 6 were exercised.

F-46
<PAGE>

THINKPATH.COM INC.
Pro Forma Consolidated Interim Balance Sheet
As at September 30, 1999
(Amounts expressed in US dollars)
(Unaudited)

2. GOODWILL

Goodwill is the excess of cost over the value of assets acquired over
liabilities assumed.

1999 1998

$ $

Cost 6,838,653 1,358,264
Accumulated amortization 163,033 39,341
--------- ---------

Net 6,675,620 1,318,923
========= =========

3. BANK INDEBTEDNESS AND LINE OF CREDIT

Thinkpath.com Inc. has available two lines of credit. The first line of
credit has an available line of credit a maximum of $1,500,000 which bears
interest at Canadian prime plus 2.1% per annum and is secured by a general
assignment of book debts, a general security agreement and guarantees and
postponements of claims by various affiliated companies. The second line
of credit has an available line of credit to a maximum of $5,000,000 with
interest that varies with the bank's prime rate. It is secured by a
general security agreement.

4. NOTE PAYABLE

The note payable is due to the owner of Cad Cam, Inc. as part of the
purchase agreement. It is payable in installments over five years. The
note is interest bearing.

5. CAPITAL STOCK

Authorized

An unlimited number of common shares

Issued Shares $

June 30, 1999 3,199,542 5,250,093
June 30, 1998 1,590,802 1,428,368

a) Subsequent to June 30, 1998, the company split its stock. The result of
the split converted the outstanding shares from 1,281,667 to 1,667,875
shares. Stock options were split from 216,900 shares to 222,124 shares.

F-47
<PAGE>

THINKPATH.COM INC.
Pro Forma Consolidated Interim Balance Sheet
As at September 30, 1999
(Amounts expressed in US dollars)
(Unaudited)

5. CAPITAL STOCK (cont'd)

b) In June 1999, Thinkpath.com Inc. successfully completed an initial
public offering on NASDAQ. 1,250,000 shares were issued including an
over-allotment of 150,000 gross proceeds of $5,000,000.

c) Effective January 1, 1999, 231,667 shares were issued as part of the
purchase agreement with Cad Cam, Inc.

d) Thinkpath.com Inc. has initiated a stock option plan for officers,
directors, consultants, key employees and advisors. Under the plan,
options to acquire an aggregate of 435,000 common shares may be
granted at the discretion of the board of directors. The shares will
require a two-year vesting period and will be exercisable for up to
10 years. The option exercise price will be determined by the board
of directors and may not be less than fair market value of the
common shares on the date of the granting of an option.

e) Thinkpath.com Inc. has outstanding stock options issued in
conjunction with its long-term financing agreements for 22,125
shares and additional options issued to a consultant of the company
for 200,000 shares exercisable at $2.10 per share.

Thinkpath.com Inc. granted options to purchase 250,000 shares to
related parties. The options are exercisable at the issue price of
common shares in the initial public offering.

f) Thinkpath.com Inc. has entered into an agreement with the prior
owner of Cad Cam, Inc. to issue shares at the prevailing market rate
on December 31, 2000 providing certain conditions are met. The
number of shares to be issued will only be determinable at the date
of issuance and the maximum value of the shares is $1,000,000.

F-48
<PAGE>

THINKPATH.COM INC.
Pro Forma Consolidated Interim Balance Sheet
As at September 30, 1999
(Amounts expressed in US dollars)
(Unaudited)

6. COMPREHENSIVE INCOME

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

1999 1998

$ $

Net Income 657,331 253,422
Other comprehensive income (loss):
Foreign currency translation adjustments 203,857 (54,685)
-------- --------

Comprehensive income 861,188 198,737
======== ========

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

Accumulated other comprehensive loss, December 31, 1997 $ (18,133)

Foreign currency translation adjustments for the
period ended June 30, 1998 (54,685)
---------

Accumulated other comprehensive loss, June 30, 1998 (72,818)

Foreign currency translation adjustments for the
period ended December 31, 1998 (66,208)
---------

Accumulated other comprehensive loss, December 31, 1998 (139,026)

Foreign currency translation adjustments for the
period ended June 30, 1999 72,772
---------

Accumulated other comprehensive loss, June 30, 1999 (66,254)

Foreign currency translation adjustments for the
period ended September 30, 1999 325,631
---------

Accumulated other comprehensive income $ 259.127
=========

The foreign currency translation adjustments are not currently adjusted
for income taxes since Thinkpath.com Inc. is situated in Canada and the
adjustments relate to the translation of the financial statements from
Canadian dollars into United States dollars which is done only for the
convenience of the reader as disclosed in note 2(x).

F-49
<PAGE>

THINKPATH.COM INC.

1,993,221 Shares of Common Stock

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

PROSPECTUS

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

February 25, 2000

You may rely only on the information contained in this prospectus. We have not
authorized anyone to provide any information or to make any representations
other than those contained in this prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by us. This prospectus does not constitute an offer or solicitation to any
person in any jurisdiction where such offer or solicitation would be unlawful.
Neither delivery of this prospectus nor any sale of the shares of common stock
hereunder shall, under any circumstances, create any implication that there has
been no change in our affairs since the date hereof.

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

Until , 2000 (25 days after the date of this prospectus), all dealers
effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a prospectus.
This is in addition to the obligation of dealers to deliver a prospectus when
acting as underwriters.

F-50
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Bylaws provide that we shall indemnify our directors and officers. The
pertinent section of Canadian law is set forth below in full. In addition, we
currently have officers' and directors' liability insurance.

See the second and third paragraphs of Item 28 below for information
regarding the position of the Securities and Exchange Commission with respect to
the effect of any indemnification for liabilities arising under the Securities
Act of 1933, as amended.

Section 136 of the Business Corporations Act (Ontario) provides as
follows:

(1) INDEMNIFICATION OF DIRECTORS. A corporation may indemnify a director
or officer of the corporation, a former director or officer of the corporation
or a person who acts or acted at the corporation's request as a director or
officer of a body corporate of which the corporation is or was a shareholder or
creditor, and his or her heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is a party by reason of
being or having been a director or officer of such corporation or body
corporate, if,

(a) he or she acted honestly and in good faith with a view to the
best interests of the corporation; and

(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he or she had reasonable grounds for
believing that his or her conduct was lawful.

(2) IDEM. A corporation may, with the approval of the court, indemnify a
person referred to in subsection (1) in respect of an action by or behalf of the
corporation or body corporate to procure a judgment in its favor, to which the
person is made a party by reason of being or having been a director or an
officer of the corporation or body corporate, against all costs, charges and
expenses reasonably incurred by the person in connection with such action if he
or she fulfils the conditions set out in clauses (1)(a) and (b).

(3) IDEM. Despite anything in this section, a person referred to in
subsection (1) is entitled to indemnity from the corporation in respect of all
costs, charges and expenses reasonably incurred by him in connection with the
defense of any civil, criminal or administrative action or proceeding to which
he or she is made a party by reason of being or having been a director or
officer of the corporation or body corporate, if the person seeking indemnity;

(a) was substantially successful on the merits in his or her defense
of the action or proceeding; and

(b) fulfills the conditions set out in clauses (1)(a) and (b).

(4) LIABILITY INSURANCE. A corporation may purchase and maintain insurance
for the benefit of any person referred to in subsection (1) against any
liability incurred by the person,

II-1
<PAGE>

(a) in his or her capacity as a director of the corporation, except
where the liability relates to the person's failure to act honestly and in good
faith with a view to the best interests of the corporation; or

(b) in his or her capacity as a director or officer of another body
corporate where the person acts or acted in that capacity at the corporation's
request, except where the liability relates to the person's failure to act
honestly and in good faith with a view to the best interests of the body
corporate.

(5) APPLICATION TO COURT. A corporation or a person referred to in
subsection (1) may apply to the court for an order approving an indemnity under
this section and the court may so order and make any further order it thinks
fit.

(6) INDEM. Upon application under subsection (5), the court may order
notice to be given to any interested person and such person is entitled to
appear and be heard in person or by counsel.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a statement of the estimated expenses to be paid by us in
connection with the issuance and distribution of the securities being
registered:

SEC Registration Fee ............................................... $ 1,612.55

Legal Fees and Expenses* ........................................... $15,000.00

Accounting Fees and Expenses* ...................................... $ 5,000.00

Miscellaneous* ..................................................... $ 2,600.00

Total* ....................................................... $24,212.55

- ----------

* estimate

II-2
<PAGE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, we have sold unregistered securities as
described below. There were no underwriters involved in the transactions and
there were no underwriting discounts or commissions paid in connection
therewith, except as disclosed below. The issuances of these securities were
considered to be exempt from registration under Section 4(2) of the Securities
Act of 1933, as amended, and the regulations promulgated thereunder. 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.

All of the following issuances were made pursuant to Section 4(2) of the
Securities Act of 1933, as amended:

In October 1997, in consideration for business consulting services,
including identifying, structuring and effecting the acquisition of Systemsearch
Consulting Services Inc., we issued 113,459 shares of our common stock to Globe
Capital Corporation, which is controlled by Lloyd Maclean, our Chief Financial
Officer and a Director.

In April 1998, in connection with the acquisition of Systemsearch
Consulting Services Inc., we issued 130,914 shares of our common stock to John
R. Wilson.

In February through March of 1998, we sold 196,370 shares of our common
stock to twelve individuals at a purchase price of approximately $2.67 per share
for aggregate consideration of $523,653. The twelve individuals included some of
our employees and directors.

In May 1998, in connection with the acquisition of International Career
Specialists Ltd., we issued 130,914 shares of our common stock to John A. Irwin.

In May and June of 1998, we sold 77,239 shares of our common stock to
seven individuals at a purchase price of approximately $3.33 per share for
aggregate consideration of $257,463. The seven individuals included some of our
employees and directors.

All of the forgoing issuances were made in Canada to Canadian residents in
conformity with the relevant local securities laws and we believe would have
been exempt from registration in the United States pursuant to the exemption
provided by Section 4(2) of the Securities Act of 1933, as amended.

In May 1998, we granted an option to purchase 200,000 shares of our common
stock at an exercise price of $2.10 per share to Robert M. Rubin.

In September 1999, in connection with the acquisition of Cad Cam, Inc., we
issued 130,914 shares of our common stock to Roger Walters.

In December 1999, we issued 15,000 shares of Series A 8% Cumulative
Convertible Preferred Stock and common stock purchase warrants to purchase an
aggregate of 475,000 shares of our common stock in connection with a private
placement offering to accredited investors in consideration for $1,500,000. The
offer and sale of the shares of Series A 8% Cumulative Convertible Preferred
Stock and common stock purchase warrants was exempt from registration under the
Securities Act of 1933, as amended, in reliance on Regulation D Rule 506 of the
Securities Act, as amended. Libra Finance S.A. and J. P. Turner & Co., LLC acted
as placement agents in connection with the issuance of these shares and
warrants. Libra Finance S.A. received a 10% commission and a warrant to purchase
100,000 shares of our common stock in connection with its acting as placement
agent in connection with this private placement offering. J. P. Turner & Co.,
LLC received a 8% commission and 75,000 warrants in connection with its acting
as placement agent in connection with this private placement offering.

II-3
<PAGE>

ITEM 27. EXHIBITS

** 1.1 Form of Underwriting Agreement
** 3.1 Bylaws of Thinkpath.com Inc.
** 3.2 Articles of Incorporation dated February 11, 1994
** 3.3 Articles of Amendment dated February 15, 1996
** 3.4 Articles of Amendment dated April 15, 1998
** 3.5 Articles of Amendment dated August 6, 1998
** 3.6 Articles of Amendment dated January 19, 1999
** 4.2 Form of Underwriters' Warrant
** 4.3 Specimen Common Share Certificate
* 5.1 Opinion of Gersten, Savage & Kaplowitz, LLP
** 10.1 Form of Financial Consulting Agreement
** 10.2 1998 Stock Option Plan
** 10.3(a) Lease of Thinkpath.com Inc.'s headquarters in Toronto, Ontario
** 10.3(b) Lease of Thinkpath.com Inc.'s office in New York, New York
** 10.3(c) Lease of Thinkpath.com Inc.'s office in Etobicoke, Ontario
** 10.3(d) Lease of Thinkpath.com Inc.'s office in Scarborough, Ontario
** 10.3(e) Lease of Thinkpath.com Inc.'s office in Ottawa, Ontario
** 10.4 Employment Agreement between Thinkpath.com Inc. and Declan
French dated August 1998.
** 10.5 Employment Agreement between Thinkpath.com Inc. and John A.
Irwin dated May 18, 1998.
** 10.6 Employment Agreement between Thinkpath.com Inc. and John R.
Wilson dated February 8, 1998.
*** 10.7 Employment Agreement between Thinkpath.com Inc. and Roger
Walters dated September 16, 1999
** 10.8 Form of consulting agreement for Thinkpath.com Inc.'s
independent contractors.
** 10.9 Form of services agreement for Thinkpath.com Inc.'s customers.
** 10.10 Agreement for the acquisition of the capital stock of
International Career Specialists Ltd.
** 10.11 Agreement for the acquisition of the capital stock of
Systemsearch Consulting Services Inc. and Systems PS Inc.
*** 10.12 Agreement for the acquisition of the capital stock of Cad Cam,
Inc.
** 10.13 License Agreement between Thinkpath.com Inc. and International
Officer Centers Corp. dated August 1, 1998.
** 10.14 Consulting Agreement between Thinkpath.com Inc. and Robert M.
Rubin.
** 10.15 Form of Employment Agreement with Confidentiality Provision.
** 10.16 Asset Purchase Agreement between Thinkpath.com Inc. and
Southport Consulting Company.
* 23.1 Consent of Schwartz Levitsky Feldman, llp, independent
auditors.
* 23.2 Consent of Moore Stephens, PC, independent auditors.
* 23.3 Consent of Gersten, Savage & Kaplowitz, LLP (incorporated into
Exhibit 5.1)

- -----------
* Filed herewith.

** Incorporated by reference to Thinkpath.com Inc.'s Registration Statement
on Form SB-2 filed on May 26, 1999.

*** Incorporated by reference to Thinkpath.com Inc.'s report on Form 8-K filed
on October 1, 1999.

II-4
<PAGE>

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to any charter provision, by-law,
contract arrangements, statute, or otherwise, the registrant has been advised
that in the opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.

The undersigned small business issuer hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933, as
amended; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) For determining any liability under the Securities Act of 1933, as
amended, treat the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the small business issuer under Rule 424(b)(1), or
(4) or 497(h), under the Securities Act of 1933, as amended, as part of this
registration statement as of the time the United States Securities and Exchange
Commission declared it effective.

(5) For determining any liability under the Securities Act of 1933, as
amended, treat each post-effective amendment that contains a form of prospectus
as a new registration statement at that time as the initial bona fide offering
of those securities.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirement for filing on Form SB-2 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Province of Ontario on February 25, 2000.

THINKPATH.COM INC.

By: /s/ Declan A. French
-------------------------------------
Declan A. French
President, Chief Executive Officer
and Chairman of the Board

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

We, the undersigned officers and directors of THINKPATH.COM INC. hereby
severally constitute and appoint Roger Findlay, our true and lawful
attorney-in-fact and agent with full power of substitution for us and in our
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and all documents
relating thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith with the United States Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing necessary or advisable
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Declan French Chairman, President, Chief Executive February 25, 2000
- -------------------------- Officer and Director (Principal
Declan French Executive Officer)

/s/ Lloyd MacLean Chief Financial Officer and Director February 25, 2000
- -------------------------- (Principal Accounting Officer)
Lloyd Maclean

/s/ John Dunne Director February 25, 2000
- -------------------------
John Dunne

/s/ James Reddy Director February 25, 2000
- -------------------------
James Reddy

/s/ Roger W. Walters Director February 25, 2000
- -------------------------
Roger W. Walters

/s/ Anthony P. van Marken Director February 25, 2000
- -------------------------
Anthony P. van Marken
</TABLE>

II-6
<PAGE>

EXHIBIT INDEX

Exhibit No. Description
** 1.1 Form of Underwriting Agreement
** 3.1 Bylaws of Thinkpath.com Inc.
** 3.2 Articles of Incorporation dated February 11, 1994
** 3.3 Articles of Amendment dated February 15, 1996
** 3.4 Articles of Amendment dated April 15, 1998
** 3.5 Articles of Amendment dated August 6, 1998
** 3.6 Articles of Amendment dated January 19, 1999
** 4.2 Form of Underwriters' Warrant
** 4.3 Specimen Common Share Certificate
* 5.1 Opinion of Gersten, Savage & Kaplowitz, LLP
** 10.1 Form of Financial Consulting Agreement
** 10.2 1998 Stock Option Plan
** 10.3(a) Lease of Thinkpath.com Inc.'s headquarters in Toronto, Ontario
** 10.3(b) Lease of Thinkpath.com Inc.'s office in New York, New York
** 10.3(c) Lease of Thinkpath.com Inc.'s office in Etobicoke, Ontario
** 10.3(d) Lease of Thinkpath.com Inc.'s office in Scarborough, Ontario
** 10.3(e) Lease of Thinkpath.com Inc.'s office in Ottawa, Ontario
** 10.4 Employment Agreement between Thinkpath.com Inc. and Declan
French dated August 1998.
** 10.5 Employment Agreement between Thinkpath.com Inc. and John A.
Irwin dated May 18, 1998.
** 10.6 Employment Agreement between Thinkpath.com Inc. and John R.
Wilson dated February 8, 1998.
*** 10.7 Employment Agreement between Thinkpath.com Inc. and Roger
Walters dated September 16, 1999
** 10.8 Form of consulting agreement for Thinkpath.com Inc.'s
independent contractors.
** 10.9 Form of services agreement for Thinkpath.com Inc.'s customers.
** 10.10 Agreement for the acquisition of the capital stock of
International Career Specialists Ltd.
** 10.11 Agreement for the acquisition of the capital stock of
Systemsearch Consulting Services Inc. and Systems PS Inc.
*** 10.12 Agreement for the acquisition of the capital stock of Cad Cam,
Inc.
** 10.13 License Agreement between Thinkpath.com Inc. and International
Officer Centers Corp. dated August 1, 1998.
** 10.14 Consulting Agreement between Thinkpath.com Inc. and Robert M.
Rubin.
** 10.15 Form of Employment Agreement with Confidentiality Provision.
** 10.16 Asset Purchase Agreement between Thinkpath.com Inc. and
Southport Consulting Company.
* 23.1 Consent of Schwartz Levitsky Feldman, llp, independent
auditors.
* 23.2 Consent of Moore Stephens, PC, independent auditors.
* 23.3 Consent of Gersten, Savage & Kaplowitz, LLP (incorporated into
Exhibit 5.1)
- ----------
* Filed herewith.

** Incorporated by reference to Thinkpath.com Inc.'s Registration Statement
on Form SB-2 filed on May 26, 1999.

*** Incorporated by reference to Thinkpath.com Inc.'s report on Form 8-K filed
on October 1, 1999.

II-7

<PAGE>

Exhibit 5.1

Gersten, Savage & Kaplowitz, LLP
101 East 52nd Street
New York, New York 10022

February 25, 2000

Thninkpath.com Inc.
55 University Avenue
Toronto, Ontario M5J 2H7 Canada

Gentlemen:

You have requested our opinion, as counsel for Thinkpath.com Inc.,
incorporated in Ontario, Canada (the "Company"), in connection with the
registration statement on Form SB-2 (the "Registration Statement"), under the
Securities Act of 1933 (the "Act"), being filed by the Company with the
Securities and Exchange Commission.

The Registration Statement relates to an offering of 1,993,221 shares
of common stock, no par value ("Common Stock") underlying the shares of Series A
8% Cumulative Convertible Preferred Stock and Common Stock Purchase Warrants
(the "Selling Stockholder Shares"), issued pursuant to the December 1999 Private
Placement Offering.

We have examined such records and documents and made such examinations
of law as we have deemed relevant in connection with this opinion. It is our
opinion that the Selling Stockholder Shares have been fully paid, validly issued
and are non-assessable.

No opinion is expressed herein as to any laws other than the laws of
the State of New York and the laws of the United States.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
of the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

Very truly yours,

/s/ Gersten, Savage & Kaplowitz, LLP
-------------------------------------
Gersten, Savage & Kaplowitz, LLP

<PAGE>

Exhibit 23.1

CONSENT OF SCHWARTZ, LEVITSKY, FELDMAN, llp

The undersigned, Schwartz, Levitsky, Feldman, llp, hereby consents to
the use of our name and use of our auditor's report dated June 25, 1999 (except
for notes 15 and 19 which the date is February 24, 2000) for Thinkpath.com Inc.
formerly known as IT Staffing Ltd. (the "Company") and for use of our name and
use of our auditor's report dated August 25, 1999 (except for note 8 for which
the date is February 24, 2000) for Cad Cam, Inc. as filed with the Company's
Registration Statement on Form SB-2, and any amendments thereto, being filed by
the Company.

/s/ Schwartz Levitsky Feldman, llp
----------------------------------
Schwartz, Levitsky, Feldman, llp
Chartered Accountants

February 25, 2000

<PAGE>

Exhibit 23.2

CONSENT OF MOORE STEPHENS, P.C.

The undersigned, Moore Stephens, P.C. hereby consents to the use of our
name and use of our auditor's report dated October 30, 1998 for Cad Cam, Inc. as
filed with Thinkpath.com Inc.'s, formerly known as IT Staffing Ltd. (the
"Company") Registration Statement on Form SB-2, being filed by the Company.

/s/ Moore Stephens, P.C.
--------------------------------
Moore Stephens, P.C.
Certified Public Accountants

February 25, 2000