UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

         (Check One):
         |   | Form 10-K    |_| Form 11-K   |_| Form 20-F   |X| Form 10-QSB

         For Period Ended: March 31, 2006

                  [ ] Transition Report on Form 10-K
                  [ ] Transition Report on Form 20-F
                  [ ] Transition Report on Form 11-K
                  [ ] Transition Report on Form 10-Q
                  [ ] Transition Report on Form N-SAR

         For the Transition Period Ended: ____________________________

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ________________________


                                     PART I
                             REGISTRANT INFORMATION

                                 Thinkpath Inc.
                 -----------------------------------------------
                             Full Name of Registrant
                ------------------------------------------------
                            Former Name if Applicable

                             201 Westcreek Boulevard
             ------------------------------------------------------
            Address of Principal Executive Office (Street and Number)

                            Brampton, Ontario L6T 5S6
                ------------------------------------------------
                            City, State and Zip Code






                                     PART II
                             RULES 12B-25(B) AND (C)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)

|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

|X| (b) The subject annual report, semi-annual report, transition report on Form
10-K, 20-F, 11-K or N-SAR, or portion thereof, will be filed on or before the
15th calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-QSB or portion thereof will be filed on
or before the fifth calendar day following the prescribed due date; and

|_| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

                                    PART III
                                    NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-QSB, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

         The Company is unable to file its form 10-QSB within the prescribed
period due to ministerial difficulties, without unreasonable effort or expense.
Such difficulties prevent the Company from filing the report because such
information is integral to the report. The Company fully expects to be able to
file within the additional time allowed by this report.

                                     PART IV
                                OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

         ARTHUR S. MARCUS, ESQ.             (212)          752-9700
         ----------------------             -----          --------
               (Name)                     (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No






(3) Is it anticipated that any significant change in results of operation for
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? |X|
Yes |__| No


The Company believes that its revenues for the three months ended March 31, 2006
will be approximately $2,910,000 which represents a decrease of $690,000 over
the revenue for the three months ended March 31, 2005 of $3,600,000. The Company
believes that its net loss for the three months ended March 31, 2006 will be
approximately $370,000, compared to a net loss of $140,000 for the three months
ended March 31, 2005.

                                                            THINKPATH INC.
                                                            --------------
                                    (Name of Registrant as Specified in Charter)

         Has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  May 15, 2006                                  By: /s/Declan French
                                                         -----------------
                                                         Declan French
                                                         Chief Executive Officer