SC 13G/A 1 v140020_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. 2)* THINKPATH INC. ----------------------------------- (Name of Issuer) Common Stock, no par value per share ---------------------------------------- (Title of Class of Securities) 884099201 ---------- (CUSIP Number) December 31, 2008 ------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1 (b) |X| Rule 13d-1 (c) |_| Rule 13d-1 (d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -------------------------------------------------------------------------------- CUSIP No. 884099201 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (In Liquidation) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0, shares of Common Stock.* SHARES ----------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 584,928 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ----------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 584,928 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 584,928 shares of Common Stock -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.9%* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: CO -------------------------------------------------------------------------------- * Based on 9,839,802 shares of common stock, no par value per share (the "Shares") of Thinkpath Inc., an Ontario corporation (the "Company") outstanding as of November 19, 2007, as disclosed on the Company's Quarterly Report on Form 10-QSB, for the quarterly period ending September 30, 2007. As of December 31, 2008, Kallina Corporation ("Kallina"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV II, Corp. ("Valens Off. II", and together with the Kallina and Valens US, the "Investors") collectively held 584,928 Shares. Kallina Corporation is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Kallina reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens US and Valens Off. II are managed by Valens Capital Management, LLC ("VCM") Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over the securities owned by Valens US and Valens Off. II reported in this Schedule 13G, as amended. -------------------------------------------------------------------------------- CUSIP No. 884099201 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ----------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 584,928 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ----------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 584,928 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 584,928 shares of Common Stock -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.9 %* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO -------------------------------------------------------------------------------- * Based on 9,839,802 shares of common stock, no par value per share (the "Shares") of Thinkpath Inc., an Ontario corporation (the "Company") outstanding as of November 19, 2007, as disclosed on the Company's Quarterly Report on Form 10-QSB, for the quarterly period ending September 30, 2007. As of December 31, 2008, Kallina Corporation ("Kallina"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV II, Corp. ("Valens Off. II", and together with the Kallina and Valens US, the "Investors") collectively held 584,928 Shares. Kallina Corporation is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Kallina reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens US and Valens Off. II are managed by Valens Capital Management, LLC ("VCM") Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over the securities owned by Valens US and Valens Off. II reported in this Schedule 13G, as amended. -------------------------------------------------------------------------------- CUSIP No. 884099201 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ----------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 584,928 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ----------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 584,928 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 584,928 shares of Common Stock -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.9 %* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO -------------------------------------------------------------------------------- * Based on 9,839,802 shares of common stock, no par value per share (the "Shares") of Thinkpath Inc., an Ontario corporation (the "Company") outstanding as of November 19, 2007, as disclosed on the Company's Quarterly Report on Form 10-QSB, for the quarterly period ending September 30, 2007. As of December 31, 2008, Kallina Corporation ("Kallina"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV II, Corp. ("Valens Off. II", and together with the Kallina and Valens US, the "Investors") collectively held 584,928 Shares. Kallina Corporation is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Kallina reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens US and Valens Off. II are managed by Valens Capital Management, LLC ("VCM") Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over the securities owned by Valens US and Valens Off. II reported in this Schedule 13G, as amended. -------------------------------------------------------------------------------- CUSIP No. 884099201 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ----------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 584,928 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ----------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 584,928 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 584,928 shares of Common Stock -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.9 %* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: CO -------------------------------------------------------------------------------- * Based on 9,839,802 shares of common stock, no par value per share (the "Shares") of Thinkpath Inc., an Ontario corporation (the "Company") outstanding as of November 19, 2007, as disclosed on the Company's Quarterly Report on Form 10-QSB, for the quarterly period ending September 30, 2007. As of December 31, 2008, Kallina Corporation ("Kallina"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV II, Corp. ("Valens Off. II", and together with the Kallina and Valens US, the "Investors") collectively held 584,928 Shares. Kallina Corporation is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Kallina reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens US and Valens Off. II are managed by Valens Capital Management, LLC ("VCM") Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over the securities owned by Valens US and Valens Off. II reported in this Schedule 13G, as amended. -------------------------------------------------------------------------------- CUSIP No. 884099201 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ----------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 584,928 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ----------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 584,928 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 584,928 shares of Common Stock -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.9 %* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: CO -------------------------------------------------------------------------------- * Based on 9,839,802 shares of common stock, no par value per share (the "Shares") of Thinkpath Inc., an Ontario corporation (the "Company") outstanding as of November 19, 2007, as disclosed on the Company's Quarterly Report on Form 10-QSB, for the quarterly period ending September 30, 2007. As of December 31, 2008, Kallina Corporation ("Kallina"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV II, Corp. ("Valens Off. II", and together with the Kallina and Valens US, the "Investors") collectively held 584,928 Shares. Kallina Corporation is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Kallina reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens US and Valens Off. II are managed by Valens Capital Management, LLC ("VCM") Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over the securities owned by Valens US and Valens Off. II reported in this Schedule 13G, as amended. -------------------------------------------------------------------------------- CUSIP No. 884099201 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Israel -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ----------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 584,928 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ----------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 584,928 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 584,928 shares of Common Stock -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.9 %* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: IN -------------------------------------------------------------------------------- * Based on 9,839,802 shares of common stock, no par value per share (the "Shares") of Thinkpath Inc., an Ontario corporation (the "Company") outstanding as of November 19, 2007, as disclosed on the Company's Quarterly Report on Form 10-QSB, for the quarterly period ending September 30, 2007. As of December 31, 2008, Kallina Corporation ("Kallina"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV II, Corp. ("Valens Off. II", and together with the Kallina and Valens US, the "Investors") collectively held 584,928 Shares. Kallina Corporation is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Kallina reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens US and Valens Off. II are managed by Valens Capital Management, LLC ("VCM") Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over the securities owned by Valens US and Valens Off. II reported in this Schedule 13G, as amended. -------------------------------------------------------------------------------- CUSIP No. 884099201 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: United States -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ----------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 584,928 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ----------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 584,928 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 584,928 shares of Common Stock -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.9 % -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: IN -------------------------------------------------------------------------------- * Based on 9,839,802 shares of common stock, no par value per share (the "Shares") of Thinkpath Inc., an Ontario corporation (the "Company") outstanding as of November 19, 2007, as disclosed on the Company's Quarterly Report on Form 10-QSB, for the quarterly period ending September 30, 2007. As of December 31, 2008, Kallina Corporation ("Kallina"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV II, Corp. ("Valens Off. II", and together with the Kallina and Valens US, the "Investors") collectively held 584,928 Shares. Kallina Corporation is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Kallina reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens US and Valens Off. II are managed by Valens Capital Management, LLC ("VCM") Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over the securities owned by Valens US and Valens Off. II reported in this Schedule 13G, as amended. -------------------------------------------------------------------------------- CUSIP No. 884099201 -------------------------------------------------------------------------------- Item1 (a). Name of Issuer: Thinkpath Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 201 Westcreek Boulevard, Brampton, Ontario L6T 5S6 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (In liquidation) This Schedule 13G is also filed on behalf of Kallina Corporation, a Delaware corporation, Laurus Capital Management, LLC, a Delaware limited liability company, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore SPV II, Corp., a Delaware corporation, Valens Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Kallina Corporation is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). Laurus Master Fund, Ltd. (In Liquidation) is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin provides investment management services to Laurus Master Fund, Ltd. (In Liquidation) and its two feeder funds concerning their respective assets, including the securities owned by Kallina Corporation reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and Laurus Capital Management, LLC's obligations to Laurus Master Fund, Ltd. (In Liquidation) under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share sole voting and investment power over the securities owned by Valens U.S. SPV I, LLC, and Valens Offshore SPV II, Corp. as reported in the Schedule 13G, as amended. Information related to each of Kallina Corporation, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Valens Capital Management, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Laurus Capital Management, LLC 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP Number: 884099201 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 584,928 shares of Common Stock* (b) Percent of Class: 5.9%* (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock.* (ii) shared power to vote or to direct the vote: 584,928 shares of Common Stock.* (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock.* (iv) shared power to dispose or to direct the disposition of: 584,928 shares of Common Stock. * -------------------------------------------------------------------------------- * Based on 9,839,802 shares of common stock, no par value per share (the "Shares") of Thinkpath Inc., an Ontario corporation (the "Company") outstanding as of November 19, 2007, as disclosed on the Company's Quarterly Report on Form 10-QSB, for the quarterly period ending September 30, 2007. As of December 31, 2008, Kallina Corporation ("Kallina"), Valens U.S. SPV I, LLC ("Valens US"), and Valens Offshore SPV II, Corp. ("Valens Off. II", and together with the Kallina and Valens US, the "Investors") collectively held 584,928 Shares. Kallina Corporation is a wholly owned subsidiary of Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by Kallina reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Valens US and Valens Off. II are managed by Valens Capital Management, LLC ("VCM") Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over the securities owned by Valens US and Valens Off. II reported in this Schedule 13G, as amended. -------------------------------------------------------------------------------- CUSIP No. 884099201 -------------------------------------------------------------------------------- Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below, I certify to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 2009 ---------------- Date LAURUS MASTER FUND, LTD. (In Liquidation) By: Laurus Capital Management, LLC, as investment manager /s/ Eugene Grin -------------- Eugene Grin Principal APPENDIX A A. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor, New York, New York 10017 Place of Organization: Delaware B. Name: Valens U.S. SPV I, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor, New York, New York 10017 Place of Organization: Delaware C. Name: Valens Offshore SPV II, Corp., a Delaware corporation Business Address: 335 Madison Avenue, 10th Floor, New York, New York 10017 Place of Organization: Delaware D. Name: Valens Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor, New York, New York 10017 Place of Organization: Delaware E. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States F. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: Israel Each of Kallina Corporation, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Valens Capital Management, LLC, Eugene Grin and David Grin hereby agree, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. Kallina Corporation By: Laurus Capital Management, LLC, Individually and as investment manager /s/ Eugene Grin --------------------------------- Eugene Grin Principal February 13, 2009 Valens U.S. SPV I, LLC Valens Offshore SPV II, Corp. Valens Capital Management, LLC By: Valens Capital Management, LLC Individually and as investment manager /s/ Eugene Grin --------------------------------- Eugene Grin Principal February 13, 2009 /s/ Eugene Grin, on his individual behalf ----------------------------------------- Eugene Grin February 13, 2009 /s/ David Grin, on his individual behalf ----------------------------------------- David Grin February 13, 2009