-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MG3q/pTibmwwm35ASmhg0e0tDA0BCx7aVhO3LzgeokoPz4qJxmVrQrur6Q2xVT0s hW1GStF5oSZ9ISex1T1UHQ== 0000909012-06-000571.txt : 20060519 0000909012-06-000571.hdr.sgml : 20060519 20060519172626 ACCESSION NUMBER: 0000909012-06-000571 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060519 DATE AS OF CHANGE: 20060519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THINKPATH INC CENTRAL INDEX KEY: 0001070630 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 52209027 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-14813 FILM NUMBER: 06856262 BUSINESS ADDRESS: STREET 1: 55 UNIVERSITY AVE STE 505 STREET 2: TORONTO, ONTARIO, CANADA CITY: M5J 2H7 BUSINESS PHONE: 4163648800 MAIL ADDRESS: STREET 1: 55 UNIVERSITY AVE STE 505 STREET 2: TORONTO, ONTARIO, CANADA CITY: MCJ 2H7 FORMER COMPANY: FORMER CONFORMED NAME: THINKPATH COM INC DATE OF NAME CHANGE: 20000414 FORMER COMPANY: FORMER CONFORMED NAME: IT STAFFING LTD DATE OF NAME CHANGE: 19980917 10QSB 1 t302586.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM ____________ TO ________________ COMMISSION FILE NUMBER __________ THINKPATH INC. -------------- (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER) ONTARIO 52-209027 - ------------------------------- ------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 201 WESTCREEK BOULEVARD BRAMPTON, ONTARIO L6T 5S6 --------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (905) 460-3040 ------------------- (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE) CHECK WHETHER THE ISSUER: (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES |X| NO |_| INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT) YES | | NO |X| AS OF MAY 19, 2006 THERE WERE 4,738,322 SHARES OF COMMON STOCK, NO PAR VALUE PER SHARE, OUTSTANDING. TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) YES | | NO |X| THINKPATH INC. MARCH 31, 2006 QUARTERLY REPORT ON FORM 10-QSB TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Page Number Item 1. Financial Statements Interim Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005.................................................... Interim Consolidated Statements of Operations for the three months ended March 31, 2006 and 2005........................................ Interim Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2006 and the year ended December 31, 2005.................................................... Interim Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005........................................ Notes to Interim Consolidated Financial Statements................... Item 2. Management's Discussion and Analysis or Plan of Operation............ Item 3. Controls and Procedures.............................................. PART II - OTHER INFORMATION Item 1. Legal Proceedings ................................................... Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......... Item 3. Defaults Upon Senior Securities ..................................... Item 4. Submission of Matters to a Vote of Security Holders ................. Item 5. Other Information ................................................... Item 6. Exhibits and Reports on Form 8-K .................................... ITEM 1. FINANCIAL STATEMENTS THINKPATH INC. INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) THINKPATH INC. INTERIM CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2006 (UNAUDITED) AND DECEMBER 31, 2005 (AMOUNTS EXPRESSED IN US DOLLARS) 3/31/2006 12/31/2005 ---------- ---------- $ $ ASSETS CURRENT ASSETS Cash 95,975 123,056 Accounts receivable (note 5) 1,763,619 1,841,338 Prepaid expenses 120,188 143,273 ---------- ---------- 1,979,782 2,107,667 PROPERTY AND EQUIPMENT (note 6) 551,357 577,689 GOODWILL (note 7) 2,507,552 2,507,552 OTHER ASSETS (note 8) 240,014 259,344 ---------- ---------- 5,278,705 5,452,252 ========== ========== The accompanying notes are an integral part of these interim consolidated financial statements. THINKPATH INC. INTERIM CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2006 (UNAUDITED) AND DECEMBER 31, 2005 (AMOUNTS EXPRESSED IN US DOLLARS) 3/31/2006 12/31/2005 ----------- ----------- $ $ LIABILITIES CURRENT LIABILITIES Convertible financing - Laurus (note 12) 1,379,109 1,169,156 Convertible financing - derivatives (note 12) 286,462 424,241 Accounts payable (note 13) 1,308,101 1,166,152 Current portion of long-term debt (note 14) 107,249 124,326 ----------- ----------- 3,080,921 2,883,875 LONG-TERM DEBT (note 14) 90,802 69,826 CONVERTIBLE FINANCING - DERIVATIVES (note 12) 451,002 480,948 ----------- ----------- 3,622,725 3,434,649 =========== =========== COMMITMENTS AND CONTINGENCIES (note 22) STOCKHOLDERS' EQUITY CAPITAL STOCK (note 15) 40,486,219 40,486,219 DEFICIT (37,890,599) (37,518,943) ACCUMULATED OTHER COMPREHENSIVE LOSS (note 17) (939,640) (949,673) ----------- ----------- 1,655,980 2,017,603 ----------- ----------- 5,278,705 5,452,252 =========== =========== The accompanying notes are an integral part of these interim consolidated financial statements. THINKPATH INC. INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (RESTATED) (AMOUNTS EXPRESSED IN US DOLLARS)
Three months ended March 31, Restated 2006 2005 (note 25) ---------- -------------- $ $ REVENUE 2,910,314 3,602,939 COST OF SERVICES 2,088,930 2,330,770 ---------- ---------- GROSS PROFIT 821,384 1,272,169 ---------- ---------- EXPENSES Administrative 605,426 584,498 Selling 473,816 368,034 Depreciation and amortization 87,932 81,538 Write down of property and equipment -- 3,851 Financing costs and mark-to-market adjustments (124,208) -- ---------- ---------- 1,042,966 1,037,921 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE (221,582) 234,248 INTEREST CHARGES AND INCOME TAXES Interest Charges 142,231 358,494 ---------- ---------- LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (363,813) (124,246) Income Taxes (note 16) 7,843 7,440 ---------- ---------- LOSS FROM CONTINUING OPERATIONS (371,656) (131,686) LOSS FROM DISCONTINUED OPERATIONS (note 18) -- (9,133) ---------- ---------- NET LOSS (371,656) (140,819) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING BASIC AND DILUTED* 4,369,147 3,685,690 ========== ========== LOSS FROM CONTINUING OPERATIONS PER WEIGHTED AVERAGE COMMON STOCK BASIC AND DILUTED (0.09) (0.04) ========== ========== LOSS FROM DISCONTINUED OPERATIONS PER WEIGHTED AVERAGE COMMON STOCK BASIC AND DILUTED -- (0.00) ========== ========== NET LOSS PER WEIGHTED AVERAGE COMMON STOCK BASIC AND DILUTED (0.09) (0.04) ========== ==========
* Adjusted for reverse split of Company's stock (1:5,000) on June 29, 2005 The accompanying notes are an integral part of these interim consolidated financial statements. THINKPATH INC. INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND THE YEAR ENDED DECEMBER 31, 2005 (AMOUNTS EXPRESSED IN US DOLLARS)
COMMON ACCUMULATED STOCK CAPITAL OTHER NUMBER OF STOCK COMPREHENSIVE COMPREHENSIVE SHARES* AMOUNTS DEFICIT LOSS LOSS ---------------------------------------------------------------------------- Balance as of December 31, 2004 2,720,493 39,686,047 (34,683,637) (940,764) ========================================== ========== Net loss for the period -- -- (2,835,306) (2,835,306) Other comprehensive loss, net of tax: Foreign currency translation adjustments (8,909) (8,909) ----------- Comprehensive loss (2,844,215) =========== Common stock repurchased for cancellation (note 11) (626,384) (123,110) Conversion of 12% senior secured convertible debentures 1,235,100 317,168 -- Interest on 12% senior secured convertible debentures 131,395 21,448 -- Common stock issued for investment 246,450 246,609 -- Common stock and warrants issued for services 100,787 98,057 Accrued liabilities settled through the issuance of common stock 930,481 240,000 ------------------------------------------ ---------- Balance as of December 31, 2005 4,738,322 40,486,219 (37,518,943) (949,673) ========================================== ========== Net loss for the period -- -- (371,656) (371,656) Other comprehensive loss, net of tax: Foreign currency translation adjustments 10,033 10,033 Comprehensive loss (361,623) Balance as of March 31, 2006 4,738,322 40,486,219 (37,890,599) (939,640) ========================================== ==========
* Adjusted for reverse split of Company's stock (1:5,000) on June 29, 2005 The accompanying notes are an integral part of these interim consolidated financial statements. THINKPATH INC. INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (RESTATED) (AMOUNTS EXPRESSED IN US DOLLARS)
Three Months Ended March 31, Restated 2006 2005 (note 25) ---------- ------------- $ $ Cash flows from operating activities Net loss (371,656) (140,819) Adjustments to reconcile net loss to net cash used in operating activities: Loss from discontinued operations -- (9,133) Depreciation and amortization 87,932 81,538 Beneficial conversion on issuance of convertible debt -- 267,682 Interest on 12% senior secured convertible debentures -- 21,448 Amortization of deferred financing costs 142,105 -- Mark-to-market of derivatives (266,313) -- Write down of property and equipment -- 3,851 Decrease (increase) in accounts receivable 31,172 (462,788) Decrease (increase) in prepaid expenses 22,913 (90,729) Increase in accounts payable 148,283 241,449 ---------- ---------- Net cash used in operating activities (205,564) (87,501) ---------- ---------- Cash flows from investing activities Purchase of property and equipment (5,470) (134,702) ---------- ---------- Net cash used in investing activities (5,470) (134,702) ---------- ---------- Cash flows from financing activities Proceeds from receivable discount facility -- 300,614 Proceeds from convertible financing facility 165,891 -- Repayment of long-term debt (20,072) (42,512) ---------- ---------- Net cash provided by financing activities 145,819 258,102 ---------- ---------- Cash flow from used by discontinued operations -- 9,133 Effect of foreign currency exchange rate changes 38,134 (517) ---------- ---------- Net increase (decrease) in cash (27,081) 44,515 Cash Beginning of period 123,056 180,121 ---------- ---------- End of period 95,975 224,636 ========== ========== SUPPLEMENTAL CASH ITEMS: Interest paid 142,231 73,947 ========== ========== Income taxes paid 7,843 12,037 ========== ==========
The accompanying notes are an integral part of these interim consolidated financial statements. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) 1. MANAGEMENT'S INTENTIONS AND GOING CONCERN Certain principal conditions and events are prevalent which indicate that there could be substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. These conditions and events include significant recurring operating losses and working capital deficiencies. At March 31, 2006, the Company had a deficit of $37,890,599 and has suffered recurring losses from operations. With insufficient working capital from operations, the Company's primary source of cash is a $3,500,000 convertible financing facility with Laurus Master Fund, Ltd. ("Laurus"). At March 31, 2006, the balance on the facility was $2,688,110 (note 12) . The convertible financing facility consists of a revolving line of credit based on 90% of eligible accounts receivable which matures on June 27, 2008 and bears interest at an annual rate equal to The Wall Street Journal prime rate plus 3%. The principal outstanding on the secured convertible note is convertible into common stock at a fixed conversion price ranging from 80% to 105% of the average closing price for the previous ten days, subject to certain conditions. As at May 19, 2006, management's plans to mitigate and alleviate its operating losses and working capital deficiencies include: a) Registration of the shares underlying the Laurus convertible financing facility, warrants and options to provide additional working capital; b) Continued focus on securing customers with high growth potential, such as those in the aerospace and defense industries; c) Compliment organic growth with the acquisition of profitable engineering companies in the current year and following two years; and d) Continued expansion of the engineering service offerings in Ontario, Canada. Although there can be no assurances, it is anticipated that continued cash flow improvements will be sufficient to cover current operating costs and will permit payments to certain vendors and interest payments on debt. Despite its negative working capital and deficit, the Company believes that its management has developed a business plan that if successfully implemented could substantially improve the Company's operational results and financial condition. However, the Company can give no assurances that its current cash flows from operations, if any, borrowings available under its convertible financing facility with Laurus Master Fund, Ltd., and proceeds from the sale of securities, will be adequate to fund its expected operating and capital needs for the next twelve months. The adequacy of cash resources over the next twelve months is primarily dependent on its operating results, and the effectiveness of a registration statement registering the shares and warrants underlying the Laurus facility, all of which are subject to substantial uncertainties. Cash flows from operations for the next twelve months will be dependent, among other factors, upon the effect of the current economic slowdown on sales, the impact of the restructuring plan and management's ability to implement its business plan. The failure to return to profitability and optimize operating cash flows in the short term, and close alternate financing, could have a material adverse effect on the Company's liquidity position and capital resources. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Going Concern These consolidated financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities and commitments in the normal course of business. The application of the going concern concept is dependent on the Company's ability to generate sufficient working capital from operations and external investors. These consolidated financial statements do not give effect to any adjustments should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts differing from those reflected in the consolidated financial statements. Management plans to obtain sufficient working capital from operations and external financing to meet the Company's liabilities and commitments as they become payable over the next twelve months. There can be no assurance that management's plans will be successful. Failure to obtain sufficient working capital from operations and external financing will cause the Company to curtail operations. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. b) Principal Business Activities Thinkpath Inc. is an engineering services company which, along with its wholly-owned subsidiaries, Thinkpath US Inc. (formerly Cad Cam Inc.), Thinkpath Michigan Inc. (formerly Cad Cam of Michigan Inc.), Thinkpath Technical Services Inc. (formerly Cad Cam Technical Services Inc.) and TBM Technologies Inc., provides engineering, design, technical publications and staffing, services to enhance the resource performance of clients. In addition, the Company owns 100% (unless otherwise noted) of the following companies which are currently inactive: Systemsearch Consulting Services Inc., International Career Specialists Ltd., Microtech Professionals Inc., E-Wink Inc. (80%), Thinkpath Training Inc. (formerly ObjectArts Inc.), Thinkpath Training US Inc. (formerly ObjectArts US Inc.) and TidalBeach Inc. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) c) Basis of consolidated financial statement presentation The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. The earnings of the subsidiaries are included from the date of acquisition for acquisitions accounted for using the purchase method. For subsidiaries acquired prior to June 30, 2001 and accounted for by the pooling of interest method, earnings have been included for all periods reported. All significant inter-company accounts and transactions have been eliminated. d) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, amounts from and to banks, and any other highly liquid investments purchased with a maturity of three months or less. The carrying amounts approximate fair values because of the short maturity of those instruments. e) Other Financial Instruments The carrying amounts of the Company's other financial instruments approximate fair values because of the short maturity of these instruments or the current nature of interest rates borne by these instruments. f) 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. g) Property and Equipment Property and equipment are recorded at cost and are amortized over the estimated useful lives of the assets principally using the declining balance method. The Company's policy is to record leases, which transfer substantially all benefits and risks incidental to ownership of property, as acquisition of property and equipment and to record the occurrences of corresponding obligations as long-term liabilities. Obligations under capital leases are reduced by rental payments net of imputed interest. h) Net Income (Loss) and Diluted Net Income (Loss) Per Weighted Average Common Stock Net income (Loss) per common stock is computed by dividing net income (loss) for the year by the weighted average number of common stock outstanding during the year. Diluted net income (loss) per common stock is computed by dividing net income (loss) for the year by the weighted average number of common stock outstanding during the year, assuming that all convertible preferred stock, stock options and warrants as described in note 15 were converted or exercised. Stock conversions, stock options and warrants which are anti-dilutive are not included in the calculation of diluted net income (loss) per weighted average common stock. i) Revenue The Company recognizes revenue under engineering service contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred, and collection of the contract price is considered probable and can be reasonably estimated. Revenue is earned under time-and-materials, fixed-price and cost-plus contracts. The Company recognizes revenue on time-and-materials contracts to the extent of billable rates times hours delivered, plus expenses incurred. For fixed price contracts within the scope of Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts (SOP 81-1), revenue is recognized on the percentage of completion method using costs incurred in relation to total estimated costs or upon delivery of specific products or services, as appropriate. For fixed price-completion contracts that are not within the scope of SOP 81-1, revenue is generally recognized as earned according to contract terms as the service is provided. The Company provides its customers with a number of different services that are generally documented through separate negotiated task orders that detail the services to be provided and the compensation for these services. Services rendered under each task order represent an independent earnings process and are not dependent on any other service or product sold. The Company recognizes revenue on cost-plus contracts to the extent of allowable costs incurred plus a proportionate amount of the fee earned, which may be fixed or performance-based. The Company considers fixed fees under cost-plus contracts to be earned in proportion to the allowable costs incurred in performance of the contract, which generally corresponds to the timing of contractual billings. The Company records provisions for estimated losses on uncompleted contracts in the period in which those losses are identified. The Company considers performance-based fees under any contract type to be earned only when it can demonstrate satisfaction of a specific performance goal or it receive contractual notification from a customer that the fee has been earned. In all cases, the Company recognizes revenue only when pervasive evidence of an arrangement exists services have been rendered, the contract price is fixed or determinable, and collection is reasonably assured. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) Contract revenue recognition inherently involves estimation. From time to time, facts develop that requires the Company to revise the total estimated costs or revenues expected. In most cases, these changes relate to changes in the contractual scope of the work, and do not significantly impact the expected profit rate on a contract. The Company records the cumulative effects of any revisions to the estimated total costs and revenues in the period in which the facts become known. j) Goodwill In July 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets." Under the new rules, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed annually for impairment. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The amortization provisions of SFAS No. 142 apply to goodwill and intangible assets acquired after June 30, 2001. With respect to goodwill and intangible assets acquired prior to July 1, 2001, the Company began applying the new accounting rules effective January 1, 2002. At December 31, 2005, the Company recorded a charge of $1,459,691 for the impaired goodwill of the Technical Publications and Engineering unit based on reduced cash flow estimates. On an ongoing basis, absent any impairment indicators, the Company will perform a goodwill impairment test as of the end of the fourth quarter of every year. k) Income Taxes The Company accounts for income tax under the provision of SFAS No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statement or tax returns. Deferred income taxes are provided using the liability method. Under the liability method, deferred income taxes are recognized for all significant temporary differences between the tax and financial statement bases of assets and liabilities. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. Deferred tax assets may be reduced, if deemed necessary based on a judgmental assessment of available evidence, by a valuation allowance for the amount of any tax benefits which are more likely, based on current circumstances, not expected to be realized. l) Foreign Currency The Company is a foreign private issuer and maintains its books and records of its Canadian companies in Canadian dollars (their functional currency). The financial statements of the Canadian companies are converted to US dollars as the Company has elected to report in US dollars consistent with Regulation S-X, Rule 3-20. The translation method used is the current rate method which is the method mandated by SFAS No. 52 where the functional currency is the foreign currency. Under the current method all assets and liabilities are translated at the current rate, stockholders' equity accounts are translated at historical rates and revenues and expenses are translated at average rates for the year. Due to the fact that items in the financial statements are being translated at different rates according to their nature, a translation adjustment is created. This translation adjustment has been included in accumulated other comprehensive income. Gains and losses on foreign currency transactions are included in financial expenses. m) Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and these differences could be material. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the period in which they become known. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) n) Long-Lived Assets On January 1, 1996, the Company adopted the provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS No. 121 requires that long-lived assets held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management used its best estimate of the undiscounted cash flows to evaluate the carrying amount and have reflected the impairment. In August 2001, FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company adopted SFAS No. 144, effective January 1, 2002. The adoption of SFAS No. 144 did not have a material impact on the Company's results of operations or financial condition. o) Comprehensive Income In 1999, the Company adopted the provisions of SFAS No. 130 "Reporting Comprehensive Income". This standard requires companies to disclose comprehensive income in their financial statements. In addition to items included in net income, comprehensive income includes items currently charged or credited directly to stockholders' equity, such as the changes in unrealized appreciation (depreciation) of securities and foreign currency translation adjustments. p) Accounting for Stock-Based Compensation Effective January 1, 2006, the Company's stock based employee compensation plans are accounted for in accordance with the recognition and measurement provisions of Statement of Financial Accounting Standards ("FAS") No. 123 (revised 2004), Share-Based Payment ("FAS 123(R)"). See Note 3 (c) for further details. q) Leases Leases are classified as either capital or operating. Those leases that transfer substantially all the benefits and risks of ownership of property to the Company are accounted for as capital leases. All other leases are accounted for as operating leases. Capital leases are accounted for as assets and are fully amortized on a straight-line basis over the lesser of the period of expected use of the assets or the lease term. Commitments to repay the principal amounts arising under capital lease obligations are included in current liabilities to the extent that the amount is repayable within one year, otherwise the principal is included in long term debt obligations. The capitalized lease obligation reflects the present value of future lease payments. The financing element of the lease payments is charged to interest expense in the consolidated statement of operations over the term of the lease. Operating lease costs are charged to administrative expense in the consolidated statement of operations on a straight-line basis. r) Investments in Non-Related Companies The Company records its investments in companies in which it holds a 20% or more interest and in which the Company can exercise significant influence over the investee's operating and financial policies on the equity basis. The Company records its investment in companies in which it holds less than 20% interest or in which the Company has a 20% or greater interest but the Company is unable to exercise significant influence at fair market value. Changes in fair market value are adjusted in comprehensive income, unless the impairments are of a permanent nature, in which case the adjustments are recorded in earnings. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) s) Recent Pronouncements In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43". This statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not believe that the adoption of SFAS No. 151 will have a material impact, if any, on its results of operations or financial position as it does not have inventory. In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67", which references the financial accounting and reporting guidance for real estate time-sharing transactions in AICPA Statement of Position (SOP) 04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS No. 152 is effective for years beginning after June 15, 2005, with restatements of previously issued financial statements prohibited. The Company does not believe that the adoption of SFAS No. 152 will have a material impact, if any, on its results of operations or financial position. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29", effective for non-monetary asset exchanges occurring in the fiscal year beginning January 1, 2006. This statement requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. The Company does not believe that the adoption of SFAS No. 153 will have an impact, if any, on its results of operations or financial position. In December 2004, the FASB issued SFAS No. 123 (Revised), "Share-based Payment". This statement requires employers to expense costs related to share-based payment transactions with employees. With limited exceptions, SFAS No. 123 (Revised) requires that the fair value of share-based payments to employees be expensed over the period service is received. SFAS No. 123 (Revised) becomes effective for annual reporting periods that begin after December 15, 2005. Effective January 1, 2006, the Company adopted this standard using the modified prospective method of transition. This method requires that issued financial statements be restated based on the amounts previously calculated and reported in the pro forma footnote disclosures required by SFAS No. 123. SFAS No. 123 (Revised) allows the use of both closed form models (e.g., Black-Scholes Model) and open form models (e.g., lattice models) to measure the fair value of the share-based payment as long as that model is capable of incorporating all of the substantive characteristics unique to share-based awards. In accordance with the transition provisions of SFAS No. 123 (Revised), the expense attributable to an award will be measured in accordance with the company's measurement model at that award's date of grant. The total expense of stock based employee compensation recorded in future periods will depend on several variables, including the number of shared-based awards that vest and the fair value of those vested awards. In May 2005, the FASB issued Statement No. 154, "Accounting Changes and Error Corrections", applying to all voluntary accounting principle changes as well as the accounting for and reporting of such changes. SFAS No. 154 requires voluntary changes in accounting principle be retrospectively applied to financial statements from previous periods unless such application is impracticable. SFAS No. 154 requires that changes in depreciation, amortization, or depletion methods for long-lived, non-financial assets must be accounted for as a change in accounting estimate due to a change in accounting principle. By enhancing the consistency of financial information between periods, the requirements of FASB 154 improves financial reporting. FASB 154 replaces APB Opinion No. 20 and FASB 3. FASB 154 carries forward many provisions of Opinion 20 and FASB 3 without change including those provisions related to reporting a change in accounting estimate, a change in reporting entity, correction of an error and reporting accounting changes in interim financial statements. FASB 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments" ("SFAS 155"). SFAS 155 allows any hybrid financial instrument that contains an embedded derivatives that otherwise would require bifurcation under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" to be carried at fair value in its entirety, with changes in fair value recognized in earnings. In addition, SFAS 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or contain an embedded derivative. SFAS 155 also eliminates a prior restriction on the types of passive derivatives that a qualifying special purpose entity is permitted to hold. SFAS 155 is applicable to new or modified financial instruments in fiscal years beginning after September 15, 2006, though the provisions related to fair value accounting for hybrid financial instruments can also be applied to existing instruments. Early adoption, as of the beginning of an entity's fiscal year, is also permitted, provided interim financial statements have not yet been issued. The company is currently evaluating the potential impact, if any, that the adoption of SFAS 155 will have on its consolidated financial statements. In March 2006, the FASB issued SFAS 156, "Accounting for Servicing of Financial Assets-an amendment of FASB Statement No. 140". This statement amends FASB Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", with respect to the accounting for separately recognized servicing assets and servicing liabilities. This statement: (1) requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations: (a) a transfer of the servicer's financial assets that meets the requirements for sale accounting, (b) a transfer of the servicer's financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities in accordance with FASB Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities", (c) an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates; (2) requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable; (3) permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: (a) Amortization method-Amortize servicing assets or servicing liabilities in proportion to and over the period of estimated net servicing income or net servicing loss and assess servicing assets or servicing liabilities for impairment or increased obligation based on fair value at each reporting date, or (b) Fair value measurement method-Measure servicing assets or servicing liabilities at fair value at each reporting date and report changes in fair value in earnings in the period in which the changes occur; (3) at its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value; and (5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. An entity should adopt this statement as of the beginning of its first fiscal year that begins after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity's fiscal year, provided the entity has not yet issued financial statements, including interim financial statements, for any period of that fiscal year. The effective date of this Statement is the date an entity adopts the requirements of this statement. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) t) Advertising Costs Advertising costs are expensed as incurred. 3. STOCK OPTION PLANS WEIGHTED AVERAGE EXERCISE OPTIONS* PRICE --------- -------- a) Options outstanding at December 31, 2004 112 ========= Options forfeited during the period -- Options expired during the period (25) $15,688 Options granted during the period 1,864,572 $ .19 --------- Options outstanding at December 31, 2005 1,864,659 ========= Options forfeited during the period - Options expired during the period (5) $ 3,350 Options granted during the period - - Options outstanding at March 31, 2006 1,864,654 ========= Options exercisable December 31, 2005 1,864,659 $ .19 Options exercisable March 31, 2006 1,864,654 $ .19 Options available for future grant December 31, 2005 137,015 Options available for future grant March 31, 2006 137,020 * Adjusted for reverse split of Company's stock (1:5,000) on June 29, 2005 b) Range of Exercise Prices at March 31, 2006 Weighted Weighted Outstanding Average Options Average Options* Remaining Life Exercisable* Exercise Price -------- -------------- ------------ -------------- $3,350 to $3,500 82 0.07 82 $3,496 $0.0001 to $0.27 1,864,572 9.57 1,864,572 $0.19 * Adjusted for reverse split of Company's stock (1:5,000) on June 29, 2005 THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) c) Change in Accounting Policy and Pro-forma net income At March 31, 2006, the Company has five stock-based employee compensation plans, which are described more fully in Note 15(d). Effective January 1, 2006, the Company's plans are accounted for in accordance with the recognition and measurement provisions of Statement of Financial Accounting Standards ("FAS") No. 123 (revised 2004), Share-Based Payment ("FAS 123(R)"), which replaces FAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to Employees, and related interpretations. FAS 123 (R) requires compensation costs related to share-based payment transactions, including employee stock options, to be recognized in the financial statements. In addition, the Company adheres to the guidance set forth within Securities and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 107, which provides the Staff's views regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides interpretations with respect to the valuation of share-based payments for public companies. Prior to January 1, 2006, the Company accounted for similar transactions in accordance with APB No. 25 which employed the intrinsic value method of measuring compensation cost. Accordingly, compensation expense was not recognized for fixed stock options if the exercise price of the option equaled or exceeded the fair value of the underlying stock at the grant date. While FAS No. 123 encouraged recognition of the fair value of all stock-based awards on the date of grant as expense over the vesting period, companies were permitted to continue to apply the intrinsic value-based method of accounting prescribed by APB No. 25 and disclose certain pro-forma amounts as if the fair value approach of SFAS No. 123 had been applied. In December 2002, FAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of SFAS No. 123, was issued, which, in addition to providing alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation, required more prominent pro-forma disclosures in both the annual and interim financial statements. The Company complied with these disclosure requirements for all applicable periods prior to January 1, 2006. In adopting FAS 123(R), the Company applied the modified prospective approach to transition. Under the modified prospective approach, the provisions of FAS 123 (R) are to be applied to new awards and to awards modified, repurchased, or cancelled after the required effective date. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered that are outstanding as of the required effective date shall be recognized as the requisite service is rendered on or after the required effective date. The compensation cost for that portion of awards shall be based on the grant-date fair value of those awards as calculated for either recognition or pro-forma disclosures under FAS 123. There was no stock compensation expense for employee options recorded under FAS 123 (R) in the Consolidated Statement of Operations for the three months ended March 31, 2006. There was no stock compensation expense for employee options recorded under APB No. 25 in the Consolidated Statements of Operations for the three months ended March 31, 2005. The Company previously accounted for options granted to its non-employee consultants using the fair value cost in accordance with FAS 123 and EITF No. 96-18. The adoption of FAS 123(R ) and SAB 107 as of January 1, 2006, had no material impact on the accounting for non-employee awards. The Company continues to consider the additional guidance set forth in EITF Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees" ("EITF 96-18"). There was no stock compensation expense related to non-employee options for the three month periods ended March 31, 2006 or 2005. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) Pro Forma Information under SFAS No. 123 for Periods Prior to Adoption of FAS 123 ( R): ------------------------------------------------------------------------- The following table illustrates the effect on net income and earnings per share as if the fair value recognition provisions of FAS No. 123 had been applied to all outstanding and unvested awards in the prior year comparable period. Three months ended March 31, Restated 2005 (note 25) -------------- $ Net loss as reported (140,819) Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards -- net of related tax effects Pro forma net loss (140,819) Loss per share: Basic and diluted loss per share, as reported (0.04) Pro forma loss per share (0.04) THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) d) Black-Scholes Assumptions The fair value of each option grant used for purposes of estimating the pro forma amounts summarized above is estimated on the date of grant using the Black-Scholes option price model with the weighted average assumptions shown in the following table: 2005 Grants 2001 Grants ----------- ----------- Risk free interest rates 4.43 - 4.56% 4.76% Volatility factors 116 - 137% 100% Weighted average expected life 10 years 4.90 years Weighted average fair value per share $0.25 $3,700.00 Expected dividends -- -- On June 27, 2005, the Company granted Laurus Master Fund, Ltd. an option to purchase up to 379,572* shares of its common stock, no par value per share, at an exercise price of $.0001 per share. The options are exercisable at any time and in any amount for a period of ten years from the date of issuance. On November 22, 2005, the Company issued a total of 1,460,000 options at an exercise price of $.24 per share to its Management and Directors under the 2005 Stock Option Plan which was approved by the Company's shareholders at its Annual General Meeting on April 22, 2005, and subsequently approved by its Board of Directors. The options vest immediately and expire in 2015. On December 12, 2005, the Company issued 25,000 options at an exercise price of $.27 per share to Mr. Tom Luther, Vice President Sales, under the 2005 Stock Option Plan. The options vest immediately and expire in 2015. There have been no other options granted since 2001. * Adjusted for reverse split of Company's stock (1:5,000) on June 29, 2005 4. ACQUISITIONS On January 17, 2005, the Company acquired TBM Technologies Inc., an Ontario Corporation which provides design engineering services. Pursuant to the Share Purchase Agreement, the Company purchased TBM for $246,609 payable in shares of the Company's common stock, no par value. The Share Purchase Agreement also provided for price protection for the vendors for a period of two years from closing. In the event that the vendors seek to sell their shares in an open market transaction within the two years following closing and the bid price is less than the price of the shares on issuance, the Company will be obligated to issue additional shares of unregistered common stock with a value equal to the difference up to a maximum of $246,609. The acquisition was accounted for by the purchase method and the operations have been included in the consolidated operations from January 17, 2005. The net acquired assets were valued as follows: Current assets $ 23,616 Property and equipment 11,240 Other assets 100,909 Liabilities assumed (107,667) --------- Less: consideration 246,609 --------- Goodwill $ 218,511 ========= At December 31, 2005, the Company wrote off the goodwill from the acquisition of TBM Technologies Inc., for impairment based on reduced cash flow estimates. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) 5. ACCOUNTS RECEIVABLE 3/31/06 12/31/05 --------- --------- $ $ Accounts receivable 1,971,497 2,043,214 Less: Allowance for doubtful accounts (207,878) (201,876) --------- --------- 1,763,619 1,841,338 ========= ========= Allowance for doubtful accounts Balance, beginning of period 201,876 179,648 Provision 6,002 42,051 Recoveries -- (19,823) --------- --------- Balance, end of period 207,878 201,876 ========= ========= 6. PROPERTY AND EQUIPMENT 3/31/06 12/31/05 ----------------------------------- -------- ACCUMULATED COST AMORTIZATION NET NET ---------------------------------------------- $ $ $ $ Furniture and equipment 174,746 143,791 30,955 31,734 Computer equipment and software 3,825,629 3,325,120 500,509 524,474 Leasehold improvements 57,422 37,529 19,893 21,481 ------ ------ ------ ------ 4,057,797 3,506,440 551,357 577,689 ========= ========= ======= ======= Property and equipment under capital lease 257,509 163,336 94,173 99,408 ======= ======= ====== ====== Amortization of property and equipment for the three months ended March 31, 2006 amounted to $68,608 including amortization of property and equipment under capital lease of $4,933. Amortization of property and equipment for the year ended December 31, 2005 amounted to $280,837 including amortization of property and equipment under capital lease of $44,275. 7. GOODWILL Goodwill is the excess of cost over the value of assets acquired over liabilities assumed in the purchase of the subsidiaries. Goodwill has been allocated to reporting units as follows:
3/31/06 12/31/05 ------- -------- ACCUMULATED ACCUMULATED IMPAIRMENT COST AMORTIZATION LOSSES NET NET -------------------------------------------------------------- Technical Publications & Engineering (CadCam Inc. and TBM Technologies Inc.) 5,955,880 535,164 2,913,164 2,507,552 2,507,552 --------- ------- --------- --------- ---------
Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets". This statement requires the Company to evaluate the carrying value of goodwill and intangible assets based on assumptions and estimates of fair value and future cash flow information. These assumptions reflect management's best estimates and may differ from actual results. If different assumptions and estimates are used, carrying values could be adversely impacted, resulting in write downs that could adversely affect the Company's earnings. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) At December 31, 2005, the Company performed its annual impairment test for goodwill by first comparing the carrying value of the net assets to the fair value of the Technical Publications and Engineering unit. The fair value was determined to be less than the carrying value, and therefore a second step was performed to compute the amount of the impairment. In this process, a fair value for goodwill was estimated, based in part on the fair value of the operations, and was compared to its carrying value. The shortfall of the fair value below carrying value was $1,241,180 which represents the amount of goodwill impairment. During the fourth quarter 2005, conditions were present that clearly indicated an impairment of the goodwill of TBM Technology Inc., including adverse changes in legal factors (see note 22) and business climate as well as the projection of continued cash flow losses. As a result of these conditions, the full amount of goodwill of $218,511 was written off. On an ongoing basis, absent any impairment indicators, the Company expects to perform a goodwill impairment test as of the end of the fourth quarter of every year. 8. OTHER ASSETS 3/31/06 12/31/05 ------- -------- $ $ Cash surrender value of life insurance 66,920 66,920 Deferred Financing Costs 173,094 192,424 ======= ======= Total 240,014 259,344 ======= ======= Included in Other Assets are deferred financing costs related to the Laurus Convertible Financing Facility to be amortized over the three-year term of the debt, beginning July 1, 2005. Amortization of other assets for the three months ended March 31, 2006 amounted to $19,324. Amortization of other assets for the year ended December 31, 2005 amounted to $89,919 including amortization of $51,551 on customer lists acquired on January 17, 2005 (Note 4) the balance of which $53,799 was written off for impairment at year-end. 9. RECEIVABLE DISCOUNT FACILITY On June 27, 2005, the Company paid down its receivable discount facility with Morrison Financial Services Limited in the amount of $1,073,468. The facility allowed the Company to borrow up to 75% of the value of qualified accounts receivables to a maximum of $1,500,000, and was subject to interest at 24% per annum. 10. BANK INDEBTEDNESS On April 19, 2005, the Company paid down its revolving line of credit with the Royal Bank of Canada in the amount of $52,480. This liability was assumed by the Company on January 17, 2005 as a result of the acquisition of TBM Technologies Inc. The line was subject to interest at 6.75% per annum. 11. 12% CONVERTIBLE DEBENTURE At December 31, 2005, the amortization of the beneficial conversion feature on all issued convertible debentures was determined to be $474,302 which was charged to earnings as interest expense. On June 27, 2005, the Company paid off the principal balance of the 12% Senior Secured Convertible Debentures in the amount of $1,162,700. The accrued interest of $66,150 was forgiven and a total of 626,384* common shares held by the debenture holders were repurchased for cancellation for $123,110. In addition a total of 1,671,189 warrants held by the debenture holders were cancelled. The unamortized debt discount remaining on the convertible debentures of $505,340 was expensed as interest. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) 12. CONVERTIBLE FINANCING FACILITY On June 27, 2005, the Company closed a $3,500,000 convertible financing facility with Laurus Master Fund, Ltd. ("Laurus"). The facility consists of a secured convertible note ("Minimum Borrowing Note") based on 90% of eligible accounts receivable which matures on June 27, 2008 and bears interest at an annual rate equal to The Wall Street Journal prime rate plus 3% ("contract rate") but never less than 8%. At closing, the Company received $2,100,000 in proceeds from the facility based on its eligible accounts receivable ("formula amount") and an additional $1,000,000 ("overadvance") granted in excess of the formula amount. The overadvance bears interest at the prime rate as published by the Wall Street Journal plus 2% and held an expiration date of December 27, 2005. In the event that the overadvance was not repaid in full by this date, the interest rate was to increase by an additional 1% per month. Laurus has the option to convert into common stock at anytime all or any portion of the principal and interest and fees payable at a fixed conversion price as follows: - first $1,000,000 in principal convertible at a fixed price of $0.40 (80% of the average price for 10 days prior to closing of debt); - next $1,000,000 in principal convertible at a fixed price of $0.50 (100% of the average price for 10 days prior to closing of debt); - and, any remaining principal convertible at a fixed price of $0.53 (105% of the average price for 10 days prior to closing of debt). Should the Company complete a subsequent financing at a lower price than the original issue, the conversion prices of the three tranches above will be adjusted to 80%, 100% and 105% of the new lower price. This feature would modify the number of shares that the Company will issue on conversion of the notes. The Company has the option of prepaying the note at any time by paying to the holder a sum of money equal to 130% of the principal amount of the note. In connection with the financing, the Company issued warrants to purchase up to 2,100,000* shares of its common stock with 1,050,000* at an exercise price of $0.55 per share and 1,050,000 at an exercise price of $0.60 per share. The warrants vest immediately and expire on June 27, 2011. The Company also issued options to purchase up to 379,572* shares of its common stock, no par value per share, at an exercise price of $.0001 per share. The options vest immediately and expire on June 27, 2015. The financing included a Registration Rights Agreement which prescribes that the Company shall have caused a registration statement to be filed with the SEC, in respect of the securities covered by the Minimum Borrowing Note, Warrants and Options within 30 days of closing and to cause the registrations to become effective within 90 days of closing. In the event that the Company fails to file such registration statement, the agreement also provides that the Company shall pay to Laurus, as partial damages, for each day that an Event has occurred and is continuing, an amount in cash equal to one-thirtieth (1/30th) of the product of: (A) the original principal amount of each Minimum Borrowing Note outstanding at such time multiplied by (B) 0.02. In the event the Company fails to make any such payments in a timely manner, Section 1 of the Registration Rights Agreement also provides that such payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Assuming a successful registration of the shares and warrants, if the market price of the Company's common stock exceeds the then applicable fixed conversion price by at least 25%, the contract rate for the succeeding calendar month shall automatically be reduced by 100 basis points (1%) for each incremental 25% increase in the market price of the common stock above the then applicable fixed conversion price. The Company determined that the conversion option embedded in the note and the warrants and options attached to the note qualify as embedded derivatives under the guidance of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and EITF Issue No. 00-19, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock" and as such should be accounted for separately at inception at their fair value and subsequently marked to market. The total of the embedded derivatives was separated from the debt based on the initial amount of $3,100,000. The initial value of the derivatives and "embedded derivatives" is offset against the Laurus financing and will be amortized over a 3-year period subject to the expected availability. The conversion right and interest adjustment clause found in the note were considered one embedded derivative and the warrants and options were each considered separate derivatives. As the embedded derivatives are not standard and are not publicly quoted, a combination of Black-Scholes methodologies and Monte Carlo simulations were used. Valuations were performed at each quarter end and the conversion option, warrants and options were each valued separately. As the Company has no public rating or no public debt, it is very difficult to estimate the potential change of the credit spread between the issue date and valuation dates. Moreover, there is no evidence of any material event that could change significantly the credit spread of the issue. A constant credit spread equal to 300 basis points as per the issue date was therefore assumed in the valuation. For the valuation as of December 31, 2005 an assumption of 158% volatility was used and for the valuation at March 31, 2006, an assumption of 142% volatility was used. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) Conversion Option As the issue is a floating rate note, it is inferred that it will substantially be always equal to par ($3,100,000 USD). The implied number of conversion options will be derived by dividing the notional by the average conversion price. As showed in the table below, the conversion price was calculated using the weighted average conversion price for each tranche. This option was valued using a standard Black-Scholes model. Weighted Tranche Notional Conversion Price Average ------- -------- ---------------- ------- Tranche 1 1,000,000 0.4 0.1290 Tranche 2 1,000,000 0.5 0.1613 Tranche 3 1,100,000 0.53 0.1881 ========= ======= Total 3,100,000 0.4784 The interest rate adjustment clause contained in the conversion option sets that if the stock price exceeds the prevailing conversion price by a certain level, interest payments on the floating rate note will be reduced. This clause diminishes the conversion options fair value as the holder will be penalized when the conversion option will be in the money. The fair value for this clause is dependant on the expected behaviour of the prime rate and the Company's stock price. This clause was valued using a Monte Carlo simulation model using a mean reversion process to simulate the prime rate and a standard Geometric Brownian motion process for the Company's stock price. The 8% floor on interest rate clause contained in the conversion option was valued using a Monte Carlo simulation model with a mean reversion process to simulate the prime rate. As the value of the floor option was determined to be relatively insignificant ($29,000 liability as of December 31, 2005 and $700 liability as of March 31, 2006 representing an impact on the fair value of 1% and .025%respectively for the valuations), it was ignored in the valuation of the conversion option. The impact of this analysis will be performed at each valuation date. If the model shows that the floor option would have a significant impact on the market value, the conversion option will have to be valued using a different model that will implicitly account for the floor option such as the binomial model. The 5% limitation upon issuance of shares was ignored in this valuation based on the assumption that it is a liquidity feature that would not significantly impact the valuation. Warrants and Options Valuation of the warrants and options were performed separately using standard Black-Scholes methodology. As the Company would be required to issue new shares for these instruments it used a valuation with a dilution effect. Valuation Results Derivative 3/31/06 12/31/05 ---------- ------- -------- Conversion Options $302,640 $452,928 Interest Adjustment Clause ($16,178) ($28,687) Warrants $380,729 $393,100 Options 70,273 $87,848 -------- -------- $737,464 $905,189 ======== ======== During the three months ended March 31, 2006, the Company amortized $142,105 of the initial value of the derivatives and embedded derivatives which are included in financing costs. The mark to market of the derivatives including the embedded derivatives at the end of each period was credited to financing costs in the amount of $266,313. During the year ended December 31, 2005 the Company amortized $275,135 of the initial value of the derivatives and embedded derivatives which is included in financing costs. The mark to market of the derivatives including the embedded derivatives at the end of each period was credited to financing costs in the amount of $723,008. On December 8, 2005, the Company and Laurus entered into an amendment of the Security Agreement pursuant to which Laurus agreed to waive (i) any event of default by the Company relating to the Company's non-payment of any liquidated damages associated with its non-filing of its Registration Statement and (ii) any liquidated damages associated with its non-filing of its Registration Statement that had accrued and were due and payable as of the date of December 8, 2005. In addition, the filing and effective dates for the Registration Statement were extended to January 31, 2006 and March 30, 2006, respectively. Due to its ongoing discussion with the SEC, the Company failed to file and cause to be effective a registration statement by March 30, 2006. Laurus has agreed to waive the event of default and associated liquidated damages and to extend the filing deadline until July 1, 2006. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) On January 26, 2006, the Company and Laurus executed an Overadvance Side Letter whereby Laurus increased the overadvance amount on the revolving note to $1,200,000 ("Second Overadvance"). The second overadvance bears interest at the prime rate as published by the Wall Street Journal plus 2%. The second overadvance expires on July 27, 2006. In the event that the overadvance is not repaid in full by this date, the interest rate will be increased by an additional 1% per month. In consideration of the Second Overadvance, the Company issued 500,000 additional common stock purchase warrants with an exercise price of $0.01 per share which expire on January 26, 2012. Using the standard Black-Scholes methodology, these warrants were valued to be $98,588 which is being offset against the Laurus financing and will be amortized over the remaining term of the debt. At the end of each period, the balance on the Laurus facility was as follows: 3/31/06 12/31/05 ------- -------- $ $ Principal balance 2,688,110 2,522,219 ---------- ---------- Deferred Financing Costs (1,309,001) (1,353,063) ---------- ---------- Total 1,379,109 1,169,156 ========== ========== * Adjusted for reverse split of Company's stock (1:5,000) on June 29, 2005 13. ACCOUNTS PAYABLE Included in accounts payable at the end of each period are the following: 3/31/06 12/31/05 ------- -------- $ $ Trade payables 306,093 276,486 Accrued payroll and payroll liabilities 510,363 266,343 Accrued bonuses 86,537 130,866 Accrued professional fees 234,425 245,368 Other 170,682 247,189 ---------- ---------- 1,308,100 1,166,152 ========== ========= 14. LONG-TERM DEBT i) March 31, 2006 At March 31, 2006, the Company had a loan balance of $168,775 with Terry Lyons with monthly payments of $10,000. The loan bears interest at US prime plus 14%. Mr. Lyons agreed to defer the monthly payments from February to June 2006, to assist the Company with cash flow. The increase in the principal balance reflects the accrued and unpaid interest as at March 31, 2006. ii) December 31, 2005 At December 31, 2005, the Company had a loan balance of $163,987 with Terry Lyons with monthly payments of $10,000. The loan bears interest at US prime plus 14%. 3/31/06 12/31/05 ------- -------- $ $ a) Included therein: A secured loan with T. Lyons payable in monthly payments of $10,000 beginning April 5, 2004 and bearing interest at US prime plus 14% per annum. This loan is subordinated to Laurus Master Fund, Ltd. and matures July 2007. $168,775 163,987 Various capital leases secured by property and equipment with various payment terms and interest rates ranging from 10-22%. These leases mature between April 2006 and July 2007. 29,276 30,165 ---------- ---------- 198,051 194,152 Less: current portion 107,249 124,326 ---------- ---------- THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) 90,802 69,826 ========== ========== b) Future principal payments obligations as at March 31, 2006, were as follows: 2006 85,285 2007 105,813 2008 6,953 2009 -- 2010 -- -------- $198,051 ======== c) Interest expense related to long-term debt was $19,585 for the three months ended March 31, 2006 and $53,132 for the year ended December 31, 2005. 15. CAPITAL STOCK a) Authorized Unlimited Common stock, no par value 1,000,000 Preferred stock, issuable in series, rights to be determined by the Board of Directors Effective June 29, 2005, the Company implemented a one-for-five thousand reverse split of its common stock. At the time of the reverse stock split, each five thousand shares of the Company's issued and outstanding common stock were combined into one share of its common stock. The reverse stock split did not change the number of authorized shares of the Company's common stock. The one-for-five thousand reverse split was approved by the Company's shareholders at its Annual General Meeting on April 22, 2005, and subsequently approved by its Board of Directors. All common share and per share amounts throughout these financial statements have been adjusted to give effect to this reverse stock split. b) Issued On January 17, 2005, the Company issued 246,450* shares of its common stock, no par value per share, to the Vendors of TBM Technologies Inc. for a total consideration of $246,609. During the year ended December 31, 2005, the Company issued 1,366,495* shares of its common stock to the 12% Senior Secured Convertible Debenture holders upon the conversion of $338,616 principal balance and accrued interest. On June 27, 2005, the Company repurchased for cancellation 626,384* common shares held by the debenture holders for $123,110, representing approximately a sixty per cent discount to market value. On July 1, 2005 the Company issued 294,118* shares of its common stock, no par value per share, to Declan French in consideration of $100,000 extra compensation as approved by the shareholders at the Annual General Meeting on April 22, 2005. The shares were issued based on the closing price of $0.34 on July 1, 2005. The extra compensation was awarded in consideration of Mr. French's personal guarantees and indemnification of certain of the Company's debts as well as his acceptance of shares in lieu of cash for prior bonuses and debt payments. Also, on July 1, 2005, the Company issued 636,363* shares of its common stock, no par value per share, to Declan French in consideration of $140,000 in accrued bonuses from the years 2003 and 2004 as per his employment agreement. The shares were issued based on the lowest intraday price of $0.22 on July 1, 2005. On July 7, 2005, the Company entered into an agreement with Financial Media Relations, LLC, a California company, for the purpose of developing and implementing a marketing and investor relations program and the provision of business development and strategic advisory services. The term of the agreement is twelve months at a cost of $20,500 on execution and $12,500 per month thereafter. In addition, the Company issued 100,000* shares of common stock, no par value per share, and warrants to purchase 500,000* shares of common stock exercisable at $0.41 per share and 100,000* shares of common stock exercisable at $1.20 per share. The warrants shall be exercisable for a period of two years, shall vest immediately and be deemed earned upon issuance, and all warrants shall have "piggyback" registration rights. Using the Black-Scholes pricing model, the fair value of the warrants was determined to be $57,057 and is included in selling expenses at December 31, 2005. * Adjusted for reverse split of Company's stock (1:5,000) on June 29, 2005 THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) c) Warrants For each of the periods presented, the following warrants for the purchase of one common share per warrant (as adjusted for 1:5,000 reverse stock split on June 29, 2005) at the following prices per common share and expiry dates were outstanding: Number of warrants* 3/31/06 12/31/05 Exercise price per share Expiry date -------------------------------------------------------------------------- -- -- $16,200.00 2004 -- -- $16,250.00 to 2005 $18,550.00 -- -- $12,300.00 2005 -- -- $3,150.00 to $5,000.00 2005 -- 20 $7,500.00 2006 133 213 $2,750.00 2006 -- -- $400.00 2007 500,000 500,000 $0.41 2007 100,000 100,000 $1.20 2007 124 124 $200.00 2009 2,400 2,400 $87.50 2009 -- -- $3.75 2009 -- -- $2.00 2009 229 229 $1.25 2009 1,714 1,714 $87.50 2010 2,857 2,857 $43.75 2010 13,333 13,333 $3.75 2010 -- -- $2.00 2010 9,083 9,083 $1.25 2010 -- -- $1.00 2010 -- -- $2.00 2011 -- -- $1.40 2011 47,388 47,388 $1.25 2011 62,500 62,500 $1.00 2011 1,050,000 1,050,000 $0.55 2011 1,050,000 1,050,000 $0.60 2011 500,000 -- $0.01 2012 -------------------------------------------------------------------------- 3,339,761 2,839,861 -------------------------------------------------------------------------- A summary of changes to number of issued warrants is as follows: Outstanding at December 31, 2004 1,811,389* ---------- Issued 2,700,000 Cancelled (1,671,189) Exercised -- Expired (339) ---------- Outstanding at December 31, 2005 2,839,861* ---------- Issued 500,000 Cancelled -- Exercised -- Expired (100) ---------- Outstanding at December 31, 2005 3,339,761* ========== On June 27, 2005, a total of 1,671,189* warrants held by the debenture holders were cancelled in consideration of payment in full of the principal balance owing of $1,162,700. On June 27, 2005 the Company issued Laurus Master Fund, Ltd. warrants to purchase up to 2,100,000* shares of its common stock with 1,050,000* at an exercise price of $0.55 per share and 1,050,000* at an exercise price of $0.60 per share. The warrants are exercisable at any time and in any amount for six years from the date of closing. As disclosed in Note 15(b), on July 7, 2005, the Company issued warrants to purchase 500,000* shares of common stock exercisable at $0.41 per share and 100,000* shares of common stock exercisable at $1.20 per share to Financial Media Relations LLC. The warrants shall be exercisable for a period of two years, shall vest immediately and be deemed earned upon issuance, and all warrants shall have "piggyback" registration rights. Using the Black-Scholes pricing model, the fair value of the warrants was determined to be $57,057 and is included in selling expenses. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) As disclosed in Note 12, on January 26, 2006, the Company issued 500,000* additional common stock purchase warrants to Laurus Master Fund, Ltd. with an exercise price of $0.01 per share and expire on January 26, 2012. * Adjusted for reverse split of Company's stock (1:5,000) on June 29, 2005 d) Stock Options The Company's Board of Directors and shareholders have approved the adoption of the 1998 Stock Option Plan, 2000 Stock Option Plan, 2001 Stock Option Plan, 2002 Stock Option Plan and 2005 Stock Option Plan. Under the plans, a total of 2,001,674 options were authorized to be granted to officers, directors, consultants, key employees, advisors and similar parties who provide their skills and expertise to the Company. At March 31, 2006, 1,864,654 options remain outstanding and 137,020 options are available for future grant. At December 31, 2005, 1,864,659 options remain outstanding and 137,015 options are available for future grant. The plans are administrated by the Compensation Committee of the Board of Directors, which determine among other things, those individuals who shall receive options, the time period during which the options may be partially or fully exercised, the number of common stock to be issued upon the exercise of the options and the option exercise price. The plans are effective for a period of ten years. Options granted to employees under the plans generally require a three-year vesting period, and shall be at an exercise price that may not be less than the fair market value of the common stock on the date of the grant. Options are non-transferable and if a participant ceases affiliation with the Company by reason of death, permanent disability or retirement at or after age 65, the option remains exercisable for one year from such occurrence but not beyond the option's expiration date. Other types of termination allow the participant 90 days to exercise the option, except for termination for cause, which results in immediate termination of the option. Any unexercised options that expire or that terminate upon an employee's ceasing to be employed by the Company become available again for issuance under the plans, subject to applicable securities regulation. The plans may be terminated or amended at any time by the Board of Directors, except that the number of common stock reserved for issuance upon the exercise of options granted under the plans may not be increased without the consent of the stockholders of the Company. On June 27, 2005, the Company issued Laurus Master Fund, Ltd. an option to purchase up to 379,572* shares of its common stock, no par value per share, at an exercise price of $.0001 per share. The options are exercisable at any time and in any amount for a period of ten years from the date of issuance. On November 22, 2005, the Company issued a total of 1,460,000 options at an exercise price of $.24 per share to its Management and Directors under the 2005 Stock Option Plan which was approved by the Company's shareholders at its Annual General Meeting on April 22, 2005, and subsequently approved by its Board of Directors. The options vest immediately and expire in 2015. On December 12, 2005, the Company issued 25,000 options at an exercise price of $.27 per share to Mr. Tom Luther, Vice President Sales, under the 2005 Stock Option Plan. The options vest immediately and expire in 2015. * Adjusted for reverse split of Company's stock (1:5,000) on June 29, 2005 16. DEFERRED INCOME TAXES AND INCOME TAXES a) Deferred Income Taxes The components of the future tax liability benefit by source of temporary differences that gave rise to the benefit are as follows: 3/31/06 12/31/05 ------- -------- $ $ Losses available to offset future income taxes 5,477,000 5,221,000 Deferred costs and customer lists 33,000 33,000 Share and debt issue costs (14,000) 126,000 Property and equipment 958,000 949,000 ---------- --------- 6,454,000 6,329,000 Less: valuation allowance 6,454,000 6,329,000 ---------- --------- THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) b) Current Income Taxes Current income taxes consist of: 3/31/06 12/31/05 ------- -------- $ $ Amounts calculated at statutory rates (148,662) (581,881) ---------- --------- Permanent differences 31,505 304,304 Valuation allowance 125,000 417,000 ---------- --------- 156,505 721,304 ---------- --------- Current income taxes 7,843 139,423 ========== ========= Issue expenses totaling approximately $508,000 may be claimed at the rate of 20% per year with $322,000 until 2006, and $186,000 until 2009. To the extent that these expenses create a loss, which are available to be carried forward for seven years for losses up to and including 2003 and for ten years commencing in 2004 from the year the loss is incurred. The Company has not reflected the benefit of utilizing non-capital losses totaling approximately $13,000,000, nor a capital loss totaling $750,000 in the future as a deferred tax asset as at March 31, 2006. As at the completion of the March 31, 2006 financial statements, management believed it was more likely than not that the results of future operations would not generate sufficient taxable income to realize the deferred tax assets. 17. COMPREHENSIVE LOSS 3/31/06 12/31/05 ------- -------- $ $ Net loss (371,656) (2,835,306) Other comprehensive loss Cumulative adjustment to market value -- -- Foreign currency translation adjustments 10,033 (8,909) -------- ---------- Comprehensive loss (361,623) (2,844,215) ======== ========== The foreign currency translation adjustments are not currently adjusted for income taxes since the Company is located 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. 18. DISCONTINUED OPERATIONS Effective March 8, 2002, the Company sold its technology division, Njoyn Software Incorporated to Cognicase Inc., a Canadian company. As part of the transaction, Cognicase assumed all of the staff in the Company's technology division, including the employees of TidalBeach Inc. The Company will not have future revenues from either its Njoyn or Secondwave products and therefore the technology operations have been reported as discontinued. There was no technology revenue for the three months ended March 31, 2006 and 2005. The net loss for the technology operations for the three months ended March 31, was nil in 2006 and $4,600 in 2005. Effective May 1, 2002, the Company signed an agreement with triOS Training Centres Limited, an Ontario company, for the purchase of certain assets of the Toronto training division, Thinkpath Training for a nominal amount of cash and the assumption of all prepaid training liabilities. As part of the transaction, triOS assumed the Toronto training staff. On November 1, 2002, the Company entered into a series of agreements with Thinkpath Training LLC, a New York company, for the purchase of certain assets of the New York training division, Thinkpath Training for a nominal amount of cash and the assumption of all prepaid training liabilities. As part of the transaction, Thinkpath Training LLC assumed the New York training staff, some assets and is subletting the classroom facilities. As a result of these two transactions, the Company will not have future revenues from its training division and therefore the operations have been reported as discontinued. There was no training revenue for the three months ended March 31, 2006 and 2005. The net loss for the training division for the three months ended March 31, was nil in 2006 and $4,500 in 2005. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) Effective June 27, 2003, the Company signed an agreement with Brainhunter.com Ltd., an Ontario company, for the purchase of certain assets of the Toronto IT recruitment division for a nominal amount of cash and the assumption of all employee liabilities. The gain on disposal of $190,627 has been reflected in the Income (loss) from discontinued operations in 2003. Of the $190,627, $146,627 was received in cash on closing with the balance of $44,000 due in a promissory note payable by June 27, 2004. On June 8, 2005, the Company collected approximately $40,000 on the promissory note and forgave the balance. As a result of this transaction, the Company will not have future revenues from its IT recruitment division and therefore the operations have been reported as discontinued. There was no revenue or losses attributable to the IT recruitment division for the three months ended March 31, 2006 and 2005. The following table presents the revenues, income (loss) from operations and other components attributable to the discontinued operations of Njoyn Software Incorporated, TidalBeach Inc., Thinkpath Training Inc. and Thinkpath Training US Inc. and the IT recruitment division: Three months ended March 31, Restated 2006 2005 (note 25) ---- -------------- $ Revenues -- -- ---- ------- Loss from operations before income taxes -- (4,536) Provision for Income Taxes -- 4,597 ---- ------- Loss from discontinued operations -- (9,133) ==== ======= 19. SCHEDULE OF NON-CASH ITEMS PER STATEMENT OF CASH FLOW The Company issued common shares and warrants for the following: Three months ended March 31, Restated 2006 2005 (note 25) ---- -------------- $ $ Services rendered -- -- Accounts payable -- -- ---- ------- -- -- ==== ======= 20. SEGMENTED INFORMATION a) Revenue and Gross Profit by Geographic Area Three months ended March 31, Restated 2006 2005 (note 25) ---- -------------- $ $ Revenue Canada 432,910 296,644 United States of America 2,477,404 3,306,295 --------- --------- 2,910,314 3,602,939 ========= ========= Gross Profit Canada 166,133 100,243 United States of America 655,251 1,171,926 --------- --------- 821,384 1,272,169 ========= ========= b) Net Income (Loss) by Geographic Area Three months ended March 31, Restated 2006 2005 (note 25) ---- -------------- $ $ Canada (153,010) (673,827) United States of America (218,646) 533,008 --------- --------- (371,656) (140,819) ========= ========= THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) c) Identifiable Assets by Geographic Area 3/31/06 12/31/05 --------- --------- $ $ Canada 765,124 811,119 United States of America 4,513,581 4,641,133 --------- --------- 5,278,705 5,452,252 ========= ========= d) Revenues from Major Customers and Concentration of Credit Risk The consolidated entity had the following revenues from major customers: For the three months ended March 31, 2006, one customer had sales of $412,614, representing approximately 14% of total revenue. For the three months ended March 31, 2005, one customer had sales of $1,385,218, representing approximately 38% of total revenue. e) Purchases from Major Suppliers There were no significant purchases from major suppliers. 21. EARNINGS PER SHARE The Company has adopted Statement No. 128, Earnings Per Share, which requires presentation, in the consolidated statement of operations, of both basic and diluted earnings per share. Three months ended March 31, Restated 2006 2005 (note 25) ---- -------------- $ $ NUMERATOR Loss from continuing operations (371,656) (131,686) Loss from discontinued operations -- (9,133) --------- --------- Net loss (371,656) (140,819) ========= ========= DENOMINATOR Weighted Average common stock outstanding* 4,369,147 3,685,690 ========= ========= Basic and diluted loss per common share from continuing operations (0.09) (0.04) ========= ========= Basic and diluted loss per common share after discontinued operations (0.09) (0.04) ========= ========= Average common stock outstanding* 4,369,147 3,685,690 Average common stock issuable -- -- --------- --------- Average common stock outstanding assuming dilution* 4,369,147 3,685,690 ========= ========= The outstanding options and warrants as detailed in note 15 were not included in the computation of the diluted earnings per common share as the effect would be anti-dilutive. The earnings per share calculation (basic and diluted) does not include any common stock for common stock payable, as the effect would be anti-dilutive. * Adjusted for reverse split of Company's stock (1:5,000) on June 29, 2005 THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) 22. COMMITMENTS AND CONTINGENCIES a) Lease Commitments Minimum payments under operating leases for premises occupied by the Company and its subsidiaries offices, located throughout Ontario, Canada and the United States, exclusive of most operating costs and realty taxes, as at March 31, 2006, for the next five years are as follows: 2006 $275,919 2007 400,903 2008 260,861 2009 140,477 2010 140,477 Thereafter -- ---------- $1,218,636 ========== The lease commitments do not include an operating lease for premises that the Company is currently sub leasing to the purchaser of the United States training division. Subsequent to the year end, the Company was notified by the purchaser that they had failed to meet their rent obligations and currently had rent arrears of approximately $80,000. The lessor has filed a claim against the purchaser and the Company demanding payment of the rent arrears and for the purchaser to vacate the premises immediately. Although the Company intends to defend this claim vigorously, it may be held liable for the rent arrears plus the balance of the lease which expires August 31, 2006 for an additional amount of $115,000. The lease commitments do not include an operating lease for premises located in the United States that was closed in the fourth quarter of 2002. The Company has not made any payments on this lease since the premises were abandoned. The Company does not intend to make any further payments and the lessor has not tried to enforce payment. The Company may be liable for a lease balance of $44,597 which expired November 30, 2004. b) On November 3, 2005, the Company terminated the service agreement of the vendors of TBM Technologies Inc., acquired on January 17, 2005, for what it believes is a material breach of the agreement by the vendors. The vendors are seeking termination pay from the Company in the amount of approximately $40,000. The Company intends to defend this claim vigorously and counterclaim for losses suffered as well as jeopardy to its reputation by the actions of the vendors. c) The Company is party to various lawsuits arising from the normal course of business and its restructuring activities. No material provision has been recorded in the accounts for possible losses or gains. Should any expenditure be incurred by the Company for the resolution of these lawsuits, they will be charged to the operations of the year in which such expenditures are incurred. 23. SUBSEQUENT EVENTS On January 3, 2006, the Company executed a Letter of Intent to acquire an engineering services firm located in New Jersey. The purchase price will be calculated at five times audited 2005 EBIT of the Seller and will be payable as follows: thirty percent in cash; twenty per cent in a two year subordinated note bearing annual interest at US prime, payable quarterly and guaranteed by the Company; twenty-five per cent in the Company's common shares; and, twenty-five per cent in the Company's preferred shares which will be convertible into common shares. The acquisition is subject to due diligence and the audit of the Seller's 2005 and 2004 financial statements which is currently being performed. 24. FINANCIAL INSTRUMENTS a) Credit Risk Management The Company is exposed to credit risk on the accounts receivable from its customers. In order to reduce its credit risk, the Company has adopted credit policies, which include the analysis of the financial position of its customers and the regular review of their credit limits. In some cases, the Company requires bank letters of credit or subscribes to credit insurance. b) Concentration of Credit Risk Although the Company had one significant customer representing 14% of total revenue, the Company continues to actively expand its customer base. The Company's revenue is derived from customers of various industries and geographic locations reducing its credit risk. Where exposed to credit risk, the Company mitigates this risk by routinely assessing the financial strength of its customers, establishing billing arrangements and monitoring the collectibility of the account on an ongoing basis. THINKPATH INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2006 (AMOUNTS EXPRESSED IN US DOLLARS) c) Interest Risk The long-term debt bears interest rates that approximate the interest rates of similar loans. Consequently, the long-term debt risk exposure is minimal. d) Fair Value of Financial Instruments The carrying values of the accounts receivable and of the accounts payable on acquisition of subsidiary company approximates their fair values because of the short-term maturities of these items. The carrying amount of the long-term assets approximates the fair value of these assets. The fair value of the Company's long-term debt is based on the estimated quoted market prices for the same or similar debt instruments. The fair value of the long-term debt approximates the carrying value. The fair value of the Company's debt instruments with embedded derivatives are measured separately at the end of each period using a combination of Black-Scholes methodologies and Monte Carlo simulations. As the Company has no public rating or no public debt, it is very difficult to estimate the potential change of the credit spread between the issue date and valuation dates. Moreover, there is no evidence of any material event that could change significantly the credit spread of the issue. A constant credit spread equal to 300 basis points as per the issue date was therefore assumed in the valuation and current volatility rates were used. Changes in the fair value of derivates are charged to current earnings. 25. RESTATEMENTS The accompanying financial statements for the three months ended March 31, 2005 have been restated to correct accounting errors for the beneficial conversion feature on convertible debentures. During the period December 2002 until November 2004, the Company issued 12% Senior Secured Convertible Debentures in the aggregate principal amount of $5,025,000, which debentures were subsequently converted or repaid by June 27, 2005. The value assigned to the beneficial conversion feature on the debentures was credited to paid in capital and charged to earnings as interest expense on the date of issuance. The Company has determined, in accordance with Issue 6 of Emerging Task Force No. 00-27 "Application of Issue No. 98-5 to Certain Convertible Instruments" ("EITF 00-27"), that the value of the beneficial conversion feature should be accreted to interest expense from the date of issuance to the stated redemption date. The Company recorded the value of the beneficial conversion feature in excess of the amount of proceeds allocated to the convertible instruments. The Company has determined, in accordance with Paragraph 6 of Emerging Task Force No. 98-5 "Accounting for Convertible Securities with Beneficial conversion Features or Contingently Adjustable Conversion Ratios" ("EITF98-5"), that the calculated amount of the beneficial conversion feature should be limited to the amount of proceeds allocated to the convertible instrument. The Company has amended its financial statements for the three months ended March 31, 2005 to limit the value of the beneficial conversion feature to the amount of proceeds allocated to the convertible debenture and to amortize the beneficial conversion feature from the date of issuance to the stated redemption date. The effect of this restatement was to decrease the Company's net loss by $4,269. This restatement concerns a non-cash item. The following table quantifies the EPS impact of this restatement: Operating Earnings (Loss) Amount per Share -------------------------------------------------------------------- Net loss, as reported in March 31, 2005 Form 10Q-SB to correct accounting error for recording beneficial conversion feature on convertible debentures $(145,088) (0.04) Revised net loss 4,269 (0.00) ---------------------- $(140,819) (0.04) ====================== 26. COMPARATIVE FIGURES Certain figures in the March 31, 2005 financial statements have been reclassified to conform with the basis of presentation used at March 31, 2006. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. The following discussion and analysis should be read in conjunction with the financial statements and notes thereto and the other historical financial information of Thinkpath Inc. contained elsewhere in this Form 10-QSB. The statements contained in this Form 10-QSB that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended including statements regarding Thinkpath Inc.'s expectations, intentions, beliefs or strategies regarding the future. Forward-looking statements include Thinkpath Inc.'s statements regarding liquidity, anticipated cash needs and availability and anticipated expense levels. All forward-looking statements included in this Form 10-QSB are based on information available to Thinkpath Inc. on the date hereof, and Thinkpath Inc. assumes no obligation to update any such forward-looking statement. It is important to note that Thinkpath Inc.'s actual results could differ materially from those in such forward-looking statements. All dollar amounts stated throughout this Form 10-QSB are in United States dollars unless otherwise indicated. Unless otherwise indicated, all reference to "Thinkpath," "us," "our," and "we," refer to Thinkpath Inc. and its subsidiaries. OVERVIEW Thinkpath provides engineering services including design, build, drafting, technical publishing and documentation, and on-site engineering support to customers in the defense, aerospace, automotive, health care and manufacturing industries. We were incorporated under the laws of the Province of Ontario, Canada in 1994. In September 1999, we acquired an engineering services company CadCam Inc. and its two subsidiaries, CadCam Michigan Inc. and CadCam Technical Services Inc. CadCam Inc. was founded in 1977. Our principal executive offices are located at 201 Westcreek Boulevard, Brampton, Ontario, Canada and our website is www.thinkpath.com. PLAN OF OPERATION We focus on building relationships with customers in high growth industries such as defense and aerospace. We have since been repositioning in growth industries and targeting customers with high growth potential, such as those in defense. We believe we are poised to benefit from the increased demand generated by aerospace and defense-related customers who we expect will increasingly rely on our project engineering design, expertise and technical staffing services. This year we will continue to solidify our relationships to actively increase new business opportunities with existing customers including General Dynamics, Lockheed Martin, Boeing, General Electric, United Defense and TACOM. We intend to continue to grow organically as well as through acquisitions over the next year. Acquisitions will be limited to profitable engineering companies, which must have an immediate accretive impact. STATEMENTS OF OPERATIONS--PERCENTAGES FOR THE THREE MONTHS ENDED MARCH 31, 2006 2005 ---- ---- % % REVENUE 100 100 COST OF SERVICES 72 65 ---- ---- GROSS PROFIT 28 35 EXPENSES ADMINISTRATIVE 21 16 SELLING 16 10 DEPRECIATION AND AMORTIZATION 3 2 WRITE DOWN OF PROPERTY AND EQUIPMENT -- -- FINANCING COSTS (4) -- ---- ---- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INTEREST CHARGES AND INCOME TAXES (8) 7 INTEREST CHARGES 5 10 ---- ---- LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (13) (3) INCOME TAXES -- -- ---- ---- LOSS FROM CONTINUING OPERATIONS (13) (3) INCOME (LOSS) FROM DISCONTINUED OPERATIONS -- (1) ---- ==== NET LOSS (13) (4) ==== ==== RESULTS OF OPERATIONS THE THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2005 REVENUE Our revenue is comprised of engineering services including the complete planning, staffing, development, design, implementation and testing of a project. It can also involve enterprise-level planning and project anticipation. Our specialized engineering services include: design, build and drafting, technical publications and documentation. We outsource our technical publications and engineering services on both a time and materials and project basis. Customers we provide engineering services to include General Dynamics, General Electric, General Motors, Lockheed Martin, Cummins Engines, ABB, Eaton Aerospace, Remy, America Inc., Toyota, Atlas Copco and Comdev Space Group. For the three months ended March 31, 2006, we derived 85% of our revenue in the United States compared to 92% for the three months ended March 31, 2005. This decrease is a result of our focus on expanding our engineering service offerings in Ontario, Canada and the increase in sales from this location of $135,000 or 46% from $295,000 for the three months ended March 31, 2005 to $430,000 for the three months ended March 31, 2006. Consolidated revenues for the three months ended March 31, 2006 decreased by $690,000 or 19% to $2,910,000 as compared to $3,600,000 for the three months ended March 31, 2005. This decrease is largely attributable to the decline in sales of approximately $970,000 from one major customer located in the United States who represented 38% of our consolidated revenue for the three months ended March 31, 2005 compared to 14% for the three months ended March 31, 2006. COSTS OF SERVICES The direct costs of engineering services include wages, benefits, software training and project expenses. Costs of services for the three months ended March 31, 2006 decreased by $240,000 or 10% to $2,090,000 as compared to $2,330,000 for the three months ended March 31, 2005. This decrease is largely attributable to the decrease in revenue. As a percentage of revenue, however, the cost of services for the three months ended March 31, 2006 increased from 65% in 2005 to 72% in 2006. This increase is related to the additional hardware and software expenses originally procured in 2005 to support our major customer and which were not utilized and therefore non-billable during the three months ended March 31, 2006. GROSS PROFIT Gross profit is calculated by subtracting all direct costs from net revenue. Gross profit for the three months ended March 31, 2006 decreased by $450,000, or 35%, to $820,000 compared to $1,270,000 for the three months ended March 31, 2005. As a percentage of revenue, gross profit for the three months ended March 31, 2006 was 28% compared to 35% in 2005. The decrease in gross profit can be attributed to the aforementioned non-billable expenses as well as the addition of lower margin engineering projects as a means of establishing new clients and the increase in lower margin contract placement sales. EXPENSES Total expenses for the three months ended March 31, 2006 were $1,040,000 which is the same as 2005. ADMINISTRATIVE EXPENSES Administrative expenses increased by $20,000 or 3% to $600,000 for the three months ended March 31, 2006 compared to $580,000 for the three months ended March 31, 2005. This increase is largely attributable to an increase in legal and accounting fees. As a percentage of revenue, administrative expenses for the three months ended March 31, 2006 was 21% compared to 16% in 2005. SELLING EXPENSES Selling expenses increased by $100,000, or 27%, to $470,000 for the three months ended March 31, 2006 compared to $370,000 for the three months ended March 31, 2005. This increase is attributable to the additional salaries of new sales staff hired during the later part of 2005 and early 2006. As a percentage of revenue, selling expenses for the three months ended March 31, 2006 was 16% compared to 10% in 2005. DEPRECIATION AND AMORTIZATION For the three months ended March 31, 2006, depreciation and amortization expenses increased by $10,000, or 12%, to $90,000 compared to $80,000 for the three months ended March 31, 2005. As a percentage of revenue, depreciation and amortization expenses increased to 3% for the three months ended March 31, 2006 compared to 2% in 2005. WRITE DOWN OF PROPERTY AND EQUIPMENT During the three months ended March 31, 2005, we wrote down property and equipment in the amount of $3,851. The fair value of the impaired asset was generally estimated by discounting the expected future cash flows of the individual assets. Impairment was indicated by adverse change in market prices, current period cash flow losses combined with a history of losses, or a significant change in the manner in which the asset is to be used. FINANCING COSTS During the three months ended March 31, 2006, we amortized $142,105 of the initial value of the derivatives and embedded derivatives attached to the Laurus Master Fund, Ltd. convertible debt financing closed on June 27, 2005. At March 31, 2006, the fair value of the derivates and embedded derivatives were marked-to-market with a total of $266,313 credited to financing costs. There were no financing costs during the three months ended March 31, 2005. INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INTEREST CHARGES AND INCOME TAXES For the three months ended March 31, 2006, loss from continuing operations before interest charges and income taxes increased to a loss of $220,000 compared to income of $230,000 for the three months ended March 31, 2005. INTEREST CHARGES For the three months ended March 31, 2006, interest charges decreased by $220,000, or 61%, to $140,000 from $360,000 for the three months ended March 31, 2005. This decrease is largely attributable to the reduced interest expense on the beneficial conversion feature recognized on convertible debt. Included in the interest charges for the three months ended March 31, 2006 is $110,000 paid on the revolving convertible note balance and overadvance with Laurus Master Fund, Ltd. and $30,000 on various loans and leases. Included in the interest charges for the three months ended March 31, 2005 is $270,000 in beneficial conversion expense and $20,000 in interest paid to the convertible debenture holders in share on conversion. Also included in interest charges for the three months ended March 31, 2005 is interest of $70,000 paid on the receivable discount facility with Morrison Financial Services Limited as well as various loans and leases. LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES For the three months ended March 31, 2006, loss from continuing operations before income taxes increased by $240,000 or 200% to a loss of $360,000 compared to a loss of $120,000 in 2005. INCOME TAXES Income tax expense for the three months ended March 31, 2006 was $8,000 which is the same for 2005. LOSS FROM CONTINUING OPERATIONS Loss from continuing operations for the three months ended March 31, 2006 increased by $240,000 or 184% to a loss of $370,000 compared to a loss of $130,000 for the three months ended March 31, 2005. LOSS FROM DISCONTINUED OPERATIONS Operations of the technology, training and IT recruitment divisions have been reported as discontinued for the three months ended March 31, 2006 and 2005. Effective March 8, 2002, we sold our technology division, Njoyn Software Incorporated to Cognicase Inc., a Canadian company. As part of the transaction, Cognicase assumed all of the staff in our technology division, including the employees of TidalBeach Inc. As we will not have future revenues from either its Njoyn or Secondwave products, the technology operations have been reported as discontinued. There was no technology revenue for the three months ended March 31, 2006 and 2005. The net loss for the technology operations for the three months ended March 31, was nil in 2006 and $5,000 in 2005. Effective May 1, 2002, we signed an agreement with triOS Training Centres Limited, an Ontario company, for the purchase of certain assets of the Toronto training division, Thinkpath Training for a nominal amount of cash and the assumption of all prepaid training liabilities. As part of the transaction, triOS assumed the Toronto training staff. On November 1, 2002, we entered into a series of agreements with Thinkpath Training LLC, a New York company, for the purchase of certain assets of the New York training division, Thinkpath Training for a nominal amount of cash and the assumption of all prepaid training liabilities. As part of the transaction, Thinkpath Training LLC assumed the New York training staff, some assets and is subletting the classroom facilities. As a result of these two transactions, we will not have future revenues from our training division and therefore the operations have been reported as discontinued. There was no training revenue for the three months ended March 31, 2006 and 2005. The net loss for the training division for the three months ended March 31, was nil in 2006 and $5,000 in 2005. Effective June 27, 2003, we signed an agreement with Brainhunter.com Ltd., an Ontario company, for the purchase of certain assets of the Toronto IT recruitment division for a nominal amount of cash and the assumption of all employee liabilities. The gain on disposal was $190,627 of which we received $146,627 on closing with the balance of $44,000 due in a promissory note payable by June 27, 2004. On June 8, 2005, we collected approximately $40,000 on the promissory note and forgave the balance. As a result of this transaction, we will not have future revenues from its IT recruitment division and therefore the operations have been reported as discontinued. There was no revenue or losses attributable to the IT recruitment division for the three months ended March 31, 2006 and 2005. NET LOSS For the three months ended March 31, 2006, net loss increased by $230,000 or 164% to a net loss of $370,000 compared to a net loss of $140,000 for the three months ended March 31, 2005. LIQUIDITY AND CAPITAL RESOURCES With insufficient working capital from operations, our primary source of cash is a convertible financing facility with Laurus Master Fund, Ltd. At March 31, 2006, the principal balance on the loan facility was $2,690,000. At March 31, 2006, we had cash of $100,000 and a working capital deficiency of $1,100,000. At March 31, 2006, we had a cash flow deficiency from operations of $200,000. At March 31, 2005, we had cash of $220,000 and a working capital deficiency of $30,000. At March 31, 2005, we had a cash flow deficiency from operations of $90,000. At March 31, 2006, we had a cash flow deficiency from investing activities of $5,000 related to the purchase of property and equipment. At March 31, 2005, we had a cash flow deficiency from investing activities of $130,000 also related to the purchase of property and equipment. At March 31, 2006 we had cash flow from financing activities of $150,000 largely attributable to proceeds from the convertible financing facility with Laurus. At March 31, 2005, we had cash flow from financing activities of $260,000 attributable primarily to proceeds from the receivable discount facility with Morrison Financial Services Limited. At March 31, 2006 we had a loan balance of $170,000 with an individual, Terry Lyons. The loan is payable in monthly installments of $10,000 and bears interest at US prime plus 14% per annum. The loan is secured and is subordinated to Laurus. Mr. Lyons agreed to defer the monthly payments from February to June 2006 to assist with cash flow. At March 31, 2006, we had approximately $30,000 outstanding on various capital leases secured by property and equipment with various payment terms and interest rates ranging from 10% to 22%. The maturity dates on these leases range from April 2006 to July 2007. Although we believe that our current working capital and cash flows from continuing operations will be adequate to meet our anticipated cash requirements going forward, we have accrued liabilities and potential settlements of outstanding claims that may require additional funds. We will have to raise these funds through equity or debt financing. There can be no assurance that additional financing will be available at all or that if available, such financing will be obtainable on terms favorable to us and would not be dilutive. Despite our recurring losses and negative working capital, we believe that we have developed a business plan that, if successfully implemented, could improve our operational results and financial condition. However, we can give no assurances that our current cash flows from operations, if any, borrowings available under our receivable discount facility, and proceeds from the sale of securities, will be adequate to fund our expected operating and capital needs for the next twelve months. The adequacy of our cash resources over the next twelve months is primarily dependent on our operating results and the effectiveness of a registration statement registering the shares and warrants underlying the Laurus facility, which are subject to substantial uncertainties. Cash flow from operations for the next twelve months will depend, among other things, upon the effect of the current economic slowdown on our sales and management's ability to implement our business plan. The failure to return to profitability and optimize operating cash flow in the short term, and to successfully raise additional financing, could have a material adverse effect on our liquidity position and capital resources, which may force us to curtail our operations. RECENT ACCOUNTING PRONOUNCEMENTS In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43". This statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We do not believe that the adoption of SFAS No. 151 will have a material impact, if any, on our results of operations or financial position as we do not hold inventory. In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67", which references the financial accounting and reporting guidance for real estate time-sharing transactions in AICPA Statement of Position (SOP) 04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS No. 152 is effective for years beginning after June 15, 2005, with restatements of previously issued financial statements prohibited. We do not believe that the adoption of SFAS No. 152 will have a material impact, if any, on our results of operations or financial position. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29", effective for nonmonetary asset exchanges occurring in the fiscal year beginning January 1, 2006. This statement requires that exchanges of productive assets be accounted for at fair value unless fair value cannot be reasonably determined or the transaction lacks commercial substance. We do not believe that the adoption of SFAS No. 153 will have an impact, if any, on our results of operations or financial position. In December 2004, the FASB issued SFAS No. 123 (Revised), "Share-based Payment". This statement requires employers to expense costs related to share-based payment transactions with employees. With limited exceptions, SFAS No. 123 (Revised) requires that the fair value of share-based payments to employees be expensed over the period service is received. SFAS No. 123 (Revised) becomes effective for annual reporting periods that begin after December 15, 2005. Effective January 1, 2006 the Company adopted this standard using the modified prospective method of transition. This method requires that issued financial statements be restated based on the amounts previously calculated and reported in the pro forma footnote disclosures required by SFAS No. 123. SFAS No. 123 (Revised) allows the use of both closed form models (e.g., Black-Scholes Model) and open form models (e.g., lattice models) to measure the fair value of the share-based payment as long as that model is capable of incorporating all of the substantive characteristics unique to share-based awards. In accordance with the transition provisions of SFAS No. 123 (Revised), the expense attributable to an award will be measured in accordance with the company's measurement model at that award's date of grant. The total expense recorded in future periods will depend on several variables, including the number of shared-based awards that vest and the fair value of those vested awards. In May 2005, the FASB issued Statement No. 154, "Accounting Changes and Error Corrections", applying to all voluntary accounting principle changes as well as the accounting for and reporting of such changes. SFAS No. 154 requires voluntary changes in accounting principle be retrospectively applied to financial statements from previous periods unless such application is impracticable. SFAS No. 154 requires that changes in depreciation, amortization, or depletion methods for long-lived, non-financial assets must be accounted for as a change in accounting estimate due to a change in accounting principle. By enhancing the consistency of financial information between periods, the requirements of FASB 154 improves financial reporting. FASB 154 replaces APB Opinion No. 20 and FASB 3. FASB 154 carries forward many provisions of Opinion 20 and FASB 3 without change including those provisions related to reporting a change in accounting estimate, a change in reporting entity, correction of an error and reporting accounting changes in interim financial statements. FASB 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments" ("SFAS 155"). SFAS 155 allows any hybrid financial instrument that contains an embedded derivatives that otherwise would require bifurcation under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" to be carried at fair value in its entirety, with changes in fair value recognized in earnings. In addition, SFAS 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or contain an embedded derivative. SFAS 155 also eliminates a prior restriction on the types of passive derivatives that a qualifying special purpose entity is permitted to hold. SFAS 155 is applicable to new or modified financial instruments in fiscal years beginning after September 15, 2006, though the provisions related to fair value accounting for hybrid financial instruments can also be applied to existing instruments. Early adoption, as of the beginning of an entity's fiscal year, is also permitted, provided interim financial statements have not yet been issued. We are currently evaluating the potential impact, if any, that the adoption of SFAS 155 will have on our results of operations or financial position. In March 2006, the FASB issued SFAS 156, "Accounting for Servicing of Financial Assets-an amendment of FASB Statement No. 140". This statement amends FASB Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", with respect to the accounting for separately recognized servicing assets and servicing liabilities. This statement: (1) requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations: (a) a transfer of the servicer's financial assets that meets the requirements for sale accounting, (b) a transfer of the servicer's financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities in accordance with FASB Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities", (c) an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates; (2) requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable; (3) permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: (a) Amortization method-Amortize servicing assets or servicing liabilities in proportion to and over the period of estimated net servicing income or net servicing loss and assess servicing assets or servicing liabilities for impairment or increased obligation based on fair value at each reporting date, or (b) Fair value measurement method-Measure servicing assets or servicing liabilities at fair value at each reporting date and report changes in fair value in earnings in the period in which the changes occur; (3) at its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value; and (5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. An entity should adopt this statement as of the beginning of its first fiscal year that begins after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity's fiscal year, provided the entity has not yet issued financial statements, including interim financial statements, for any period of that fiscal year. The effective date of this Statement is the date an entity adopts the requirements of this statement. CRITICAL ACCOUNTING ESTIMATES AND POLICIES On December 12, 2001, the Securities and Exchange Commission issued FR-60, Cautionary Advice Regarding Disclosure about Critical Accounting Policies, which encourages additional disclosure with respect to a company's critical accounting policies, the judgments and uncertainties that affect a company's application of those policies, and the likelihood that materially different amounts would be reported under different conditions and using different assumptions. Management is required to make certain estimates and assumptions during the preparation of the consolidated financial statements in accordance with GAAP. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. Certain accounting policies and estimates have a more significant impact on our financial statements than others, due to the magnitude of the underlying financial statement elements. CONSOLIDATION Our determination of the appropriate accounting method with respect to our investments in subsidiaries is based on the amount of control we have, combined with our ownership level, in the underlying entity. Our consolidated financial statements include the accounts of our parent company and our wholly-owned subsidiaries. All of our investments are accounted for on the cost method. If we had the ability to exercise significant influence over operating and financial policies of a company, but did not control such company, we would account for these investments on the equity method. Accounting for an investment as either consolidated or by the equity method would have no impact on our net income (loss) or stockholders' equity in any accounting period, but would impact individual income statement and balance sheet items, as consolidation would effectively "gross up" our income statement and balance sheet. However, if control aspects of an investment accounted for by the cost method were different, it could result in us being required to account for an investment by consolidation or the equity method. Under the cost method, the investor only records its share of the investee's earnings to the extent that it receives dividends from the investee; when the dividends received exceed the investee's earnings subsequent to the date of the investor's investment, the investor records a reduction in the basis of its investment. Under the cost method, the investor does not record its share of losses of the investee. Conversely, under either consolidation or equity method accounting, the investor effectively records its share of the investee's net income or loss, to the extent of its investment or its guarantees of the investee's debt. At December 31, 2004, we wrote down our investments in non-related companies to nil. REVENUE RECOGNITION We recognize revenue under engineering service contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred, and collection of the contract price is considered probable and can be reasonably estimated. Revenue is earned under time-and-materials, fixed-price and cost-plus contracts. We recognize revenue on time-and-materials contracts to the extent of billable rates times hours delivered, plus expenses incurred. For fixed price contracts within the scope of Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts (SOP 81-1), revenue is recognized on the percentage of completion method using costs incurred in relation to total estimated costs or upon delivery of specific products or services, as appropriate. For fixed price-completion contracts that are not within the scope of SOP 81-1, revenue is generally recognized as earned according to contract terms as the service is provided. We provide our customers with a number of different services that are generally documented through separate negotiated task orders that detail the services to be provided and the compensation for these services. Services rendered under each task order represent an independent earnings process and are not dependent on any other service or product sold. We recognize revenue on cost-plus contracts to the extent of allowable costs incurred plus a proportionate amount of the fee earned, which may be fixed or performance-based. We consider fixed fees under cost-plus contracts to be earned in proportion to the allowable costs incurred in performance of the contract, which generally corresponds to the timing of contractual billings. We record provisions for estimated losses on uncompleted contracts in the period in which those losses are identified. We consider performance-based fees under any contract type to be earned only when it can demonstrate satisfaction of a specific performance goal or it receive contractual notification from a customer that the fee has been earned. In all cases, we recognize revenue only when pervasive evidence of an arrangement exists services have been rendered, the contract price is fixed or determinable, and collection is reasonably assured. Contract revenue recognition inherently involves estimation. From time to time, facts develop that requires us to revise the total estimated costs or revenues expected. In most cases, these changes relate to changes in the contractual scope of the work, and do not significantly impact the expected profit rate on a contract. We record the cumulative effects of any revisions to the estimated total costs and revenues in the period in which the facts become known. CARRYING VALUE OF GOODWILL AND INTANGIBLE ASSETS Prior to January 1, 2002, our goodwill and intangible assets were accounted for in accordance with Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. This statement required us to evaluate the carrying value of our goodwill and intangible assets upon the presence of indicators of impairment. Impairment losses were recorded when estimates of undiscounted future cash flows were less than the value of the underlying asset. The determination of future cash flows or fair value was based upon assumptions and estimates of forecasted financial information that may differ from actual results. If different assumptions and estimates were used, carrying values could be adversely impacted, resulting in write-downs that would adversely affect our earnings. In addition, we amortized our goodwill balances on a straight-line basis over 30 years. The evaluation of the useful life of goodwill required our judgment, and had we chosen a shorter time period over which to amortize goodwill, amortization expense would have increased, adversely impacting our operations. Effective January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. This statement requires us to evaluate the carrying value of goodwill and intangible assets based on assumptions and estimates of fair value and future cash flow information. These assumptions and estimates may differ from actual results. If different assumptions and estimates are used, carrying values could be adversely impacted, resulting in write-downs that could adversely affect our earnings. At December 31, 2005, we performed our annual impairment test for goodwill by first comparing the carrying value of the net assets to the fair value of the Technical Publications and Engineering unit. The fair value was determined to be less than the carrying value, and therefore a second step was performed to compute the amount of the impairment. In this process, a fair value for goodwill was estimated, based in part on the fair value of the operations, and was compared to its carrying value. The shortfall of the fair value below carrying value was $1,241,180 which represents the amount of goodwill impairment. During the fourth quarter 2005, conditions were present that clearly indicated an impairment of goodwill of TBM Technologies Inc., including adverse changes in legal factors and business climate as well as the projection of continued cash flow losses. As a result of these conditions, the full amount of the goodwill of $218,511 was written off. On an ongoing basis, absent any impairment indicators, we expect to perform a goodwill impairment test as of the end of the fourth quarter of each year. FOREIGN CURRENCY TRANSLATION The books and records of our Canadian operations are recorded in Canadian dollars. The financial statements are converted to US dollars as we have elected to report in US dollars consistent with Regulation S-X, Rule 3-20. The translation method used is the current rate method which is the method mandated by SFAS No. 52 where the functional currency is the foreign currency. Under the current method all assets and liabilities are translated at the current rate, stockholders' equity accounts are translated at historical rates and revenues and expenses are translated at average rates for the year. Due to the fact that items in the financial statements are being translated at different rates according to their nature, a translation adjustment is created. This translation adjustment has been included in accumulated other comprehensive income. There can be no assurance that we would have been able to exchange currency on the rates used in these calculations. We do not engage in exchange rate-hedging transactions. A material change in exchange rates between United States and Canadian dollars could have a material effect on our reported results. RISK FACTORS Investors should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not the only ones facing the Company. Additional risks not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be seriously impaired. This section should be read in conjunction with the Financial Statements and Notes thereto, and Management's Discussion and Analysis or Plan of Operation contained in this report. If we are unable to compete effectively with existing or new competitors, the loss of our competitive position could result in price reductions, fewer customer orders, reduced revenues, reduced margins, reduced levels of profitability, and loss of market share. If we are unable to manage our inventory, we will not be able to satisfy customer demand. Our reliance on one or a few suppliers for inventory components could delay shipments and increase our costs. Our future operating results depend on our ability to purchase a sufficient amount of components to meet the demands of our customers. Since we may order components from suppliers in advance of receipt of customer orders for our products that include these components, we could face a material inventory risk. Our products may have quality issues that could adversely affect our sales and reputation. We are dependent on significant customers, as noted in Management's Discussion and Analysis. We depend on key employees and face competition in hiring and retaining qualified employees. Recent and proposed regulations related to equity compensation could adversely affect our ability to attract and retain key personnel. We expect our quarterly revenues, cash flows and operating results to fluctuate due to the large size and timing of some orders that can materially affect our financial statements from quarter to quarter, either obscuring or presenting trends that do or do not exist. This makes prediction of revenues, earnings and working capital for each financial period especially difficult and uncertain and increases the risk of unanticipated variations in quarterly results and financial condition. Our stock price can be volatile. Our stock price can be affected by many factors such as quarterly increases or decreases in our earnings, speculation in the investment community about our financial condition or results of operations, technological developments, or the loss of key management or technical personnel. RECENT EVENTS On January 3, 2006, the Company executed a Letter of Intent to acquire an engineering services firm located in New Jersey. The purchase price will calculated at five times audited 2005 EBIT of the Seller and will be payable as follows: thirty percent in cash; twenty per cent in a two year subordinated note bearing annual interest at US prime, payable quarterly and guaranteed by the Company; twenty-five per cent in the Company's common shares; and, twenty-five per cent in the Company's preferred shares which will be convertible into common shares. The acquisition is subject to due diligence and the audit of the Seller's 2005 and 2004 financial statements which are currently being performed. ITEM 3. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation was done under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Company's disclosure obligations under the Exchange Act. There were no significant changes in the Company's internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls. (b) Changes in Internal Controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company's business. Except for the following, the Company is currently not aware of nor has any knowledge of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results: On November 3, 2005, the Company terminated the service agreement of the vendors of TBM Technologies Inc., acquired on January 17, 2005, for what it believes is a material breach of the agreement by the vendors. The vendors are seeking termination pay from the Company in the amount of approximately $40,000. The Company intends to defend this claim vigorously and counterclaim for losses suffered as well as jeopardy to its reputation by the actions of the vendors. In November 2002, we sold certain assets of our training division to Thinkpath Training LLC. Pursuant to this agreement, Thinkpath Training LLC assumed certain liabilities including the property lease for this division which expires August 31, 2006. In April 2006, we were notified by Thinkpath Training LLC that they had failed to meet their rent obligations and currently had rent arrears of approximately $80,000. The lessor has filed a claim against us and Thinkpath Training LLC demanding that the rent arrears be paid and the premises vacated immediately. Although we intend to defend this claim vigorously, we may be held liable for the rent arrears plus the balance of the lease which expires August 31, 2006 for an additional amount of $115,000. ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 31. Rule 13a-14(a)/15d-14(a) Certifications. Exhibit 32.1 Certification by the Chief Executive Officer Relating to a Periodic Report Containing Financial Statements.** Exhibit 32.2 Certification by the Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.** (b) Reports on Form 8-K. ** The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THINKPATH INC. Dated: May 19, 2006 By: /s/ Declan French By: /s/ Kelly Hankinson --------------------- ----------------------- Declan French Kelly L. Hankinson Chief Executive Officer Chief Financial Officer EX-31.1 2 exh31-1.txt RULE 13A-14(A)/15D-14(A) CERTIFICATIONS EXHIBIT 31.1 THINKPATH INC. CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Declan French, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Thinkpath Inc. for the period ending March 31, 2006; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 19, 2006 /s/ Declan French - ----------------- Declan French Chief Executive Officer EX-31.2 3 exh31-2.txt RULE 13A-14(A)/15D-14(A) CERTIFICATIONS EXHIBIT 31.2 THINKPATH INC. CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kelly Hankinson, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Thinkpath Inc. for the period ending March 31, 2006; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 19, 2006 /s/ Kelly Hankinson - ------------------- Kelly Hankinson Chief Financial Officer EX-32.1 4 exh32-1.txt SECTION 1350 CERTIFICATIONS EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Declan French, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Thinkpath Inc. on Form 10-QSB for the fiscal quarter ended March 31, 2006 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of Thinkpath Inc. Date: May 19, 2006 By: /s/ Declan French ----------------- Name: Declan French Title: Chief Executive Officer I, Kelly Hankinson, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Thinkpath Inc. on Form 10-QSB for the fiscal quarter ended March 31, 2006 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of Thinkpath Inc. Date: May 19, 2006 By: /s/ Kelly Hankinson ------------------- Name: Kelly Hankinson Title: Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to Thinkpath Inc. and will be retained by Thinkpath Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----