SecProbe.io

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[THINKPATH INC. LOGO OMITTED]                                     THINKPATH INC.
                                                             201 Westcreek Blvd.
                                                               Brampton, Ontario
                                                                  L6T 5S6 Canada
                                                               TEL: 905-460-3040
                                                               FAX: 905-460-3050

July 11, 2005

Craig Wilson
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Fax (202) 772-9210

Re:   Thinkpath Inc.
      Form 10-KSB:  For the fiscal Year Ended December 31, 2004
      Filed April 15, 2005-06-14
      Form 10-QSB:  For the Quarterly Period Ended March 31, 2005
      Filed May 23, 2005
      Your File No.     0011-14813

Dear Sirs:

We are in receipt of your comment letter dated June 1, 2005 concerning Thinkpath
Inc. ("the Company"), and hereby respond as follows (we have numbered our
responses to coincide with your comments):

1.       The Company believes that contract milestones are an appropriate
         measure of progress on its fixed price contracts as the milestones are
         clearly defined as specific tasks or deliverables within the project
         scope as presented to and accepted by the client at the beginning of
         the project.

         Once the deliverable or milestone is completed, a progress report is
         given to the client which details the work performed to date and the
         compensation for those services. The client acknowledges their
         acceptance of this deliverable and authorizes the Company to remit its
         milestone billing.

         The Company utilizes a job cost system which contains a budgetary
         module to set out the full scope of the project, the specific
         individual tasks involved and estimates the total number of fully
         burdened labour hours required to complete these tasks as well as any
         supplies, materials or subcontractor fees.

         Based on this estimate, the Company determines the costs to be incurred
         and efforts to be expended at the completion of each deliverable and
         establishes a corresponding contractual billing cycle. Actual costs are
         tracked daily in the job cost system by both project and individual
         task so that the Company can determine at each milestone the percentage
         of completion. This percentage of completion co-relates to the
         contractual billings as the actual costs incurred at each milestone do
         not differ materially from the estimated costs used in the budgetary
         process which determined the revenue to be recognized at each
         milestone.

<PAGE>

[THINKPATH INC. LOGO OMITTED]                                     THINKPATH INC.
                                                             201 Westcreek Blvd.
                                                               Brampton, Ontario
                                                                  L6T 5S6 Canada
                                                               TEL: 905-460-3040
                                                               FAX: 905-460-3050

The portion of total revenue earned is determined by the application of
Alternative B, paragraph 81 of SOP 81-1.

2.       The Company has not had to apply paragraph 85 of SOP 81-1 that requires
         a provision for anticipated losses on contracts to be recorded in the
         period in which the loss becomes evident, as the Company has not
         entered into any contracts in which losses have occurred.

The Company recognizes that its disclosure of its revenue recognition policy
should be enhanced and proposes to revise its disclosure in future filings as
follows:

                  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 or fixed-price 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. 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 acceptance of a specific performance goal or it
                  receives contractual notification from a customer that the
                  services were satisfactorily performed . 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.

                  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.

<PAGE>

[THINKPATH INC. LOGO OMITTED]                                     THINKPATH INC.
                                                             201 Westcreek Blvd.
                                                               Brampton, Ontario
                                                                  L6T 5S6 Canada
                                                               TEL: 905-460-3040
                                                               FAX: 905-460-3050

3.       When the Company wrote off its remaining investment of $45,668 in
         Digital Cement at December 31, 2004, it left the previous adjustments
         to fair value of $161,450 and $300,747 in other comprehensive income.
         These prior adjustments should have also been recorded as losses at the
         date of transfer and reflected in the statement of operations at
         December 31, 2004. The details of the accumulated other comprehensive
         income account at December 31, 2004 were as follows:

         Foreign currency translation                             $   (940,764)
         Adjustment to market value - Digital Cement                  (462,197)
         Adjustment to market value - Conexys                           76,548
                                                                  ------------
                                                                   $(1,326,413)
                                                                   ===========

4.       At December 31, 2004, the Company completed the SFAS No. 142 impairment
         test (attached hereto as Schedule A) and concluded that there was no
         impairment of recorded goodwill because the fair value of its reporting
         unit exceeded the carrying amount of goodwill. In accordance with
         paragraphs 19 and 20 of SFAS No. 142, the Company compared the fair
         value of the engineering reporting unit with its carrying amount,
         including goodwill. The fair value was determined using the present
         value technique based on certain key assumptions. As the fair value of
         the engineering unit exceeded its carrying amount, the goodwill was
         considered not to be impaired and the second step of the impairment
         test was unnecessary. However, the Company proceeded with the second
         step of the goodwill impairment test and compared the implied fair
         value of the engineering unit's goodwill with the carrying value of
         that goodwill. The implied fair value of the engineering unit's
         goodwill was estimated by allocating the fair value of the unit to all
         of the assets and liabilities of that unit. The excess of the fair
         value of the reporting unit over the amounts assigned to its assets and
         liabilities was the implied fair value of goodwill. As the carrying
         amount of the engineering unit's goodwill did not exceed the implied
         fair value of that goodwill, no impairment loss was recognized.

         The fair value of the engineering unit at December 31, 2004 was
         $8,966,470 which exceeded the Company's market capitalization of
         $1,360,246. The Company believes that the significant difference
         between its market capitalization and the fair value of the engineering
         unit is related to the Company's "corporate" or parent company's
         operations and the many liabilities it has assumed from discontinued
         reporting units (Information Technology, Technology, Training) of which
         the related goodwill has been written off. Further, the Company
         believes that its market capitalization has been negatively impacted by
         the issuance of convertible debentures and the related dilution of its
         common stock. The convertible debentures were sold by the Company
         primarily to raise capital to settle the various debt obligations and
         legal claims related to its discontinued operations and not the
         engineering reporting unit.

         As per paragraph 23 of SFAS No. 142, the Company does not feel that the
         market capitalization of the Company as a whole is representative of
         the fair value of the engineering reporting unit in light of the parent
         company's debt obligations related to its discontinued operations.

5.       In accordance with SFAS 121, the impairment of the IT Documentation
         unit's goodwill resulted in the write down of all of its goodwill in
         the amount of $2,762,718 in 2001.

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[THINKPATH INC. LOGO OMITTED]                                     THINKPATH INC.
                                                             201 Westcreek Blvd.
                                                               Brampton, Ontario
                                                                  L6T 5S6 Canada
                                                               TEL: 905-460-3040
                                                               FAX: 905-460-3050

6.       The convertible debenture documents issued by the Company do not
         specify a stated redemption date. In the absence of a stated redemption
         date, the Company believed that it was prudent to record a beneficial
         conversion feature as an expense immediately, consistent with EITF
         98-5.

7.       The calculated beneficial conversion feature was recorded without
         reference to paragraph 6 of EITF 98-5. That is, the Company did not
         limit the value of this feature to the amount of proceeds allocated to
         the convertible instrument. The reference material used to assist the
         Company in determining the proper accounting treatment for the
         convertible debentures did not indicate that the value of the
         calculated beneficial conversion feature should be limited. In both
         2003 and 2004, the beneficial conversion feature recorded as interest
         expense exceeded the amount of the proceeds allocated to the
         convertible instrument (Attached hereto as Schedule B).

         The Company valued the warrants and prorated the amount to the warrants
         based on the proportion of the warrant fair market value over the total
         of the warrants and the debt principal amount (Attached hereto as
         Schedule C). The amount allocated to the debt then became the basis for
         evaluating the embedded beneficial conversion feature as required by
         EITF 00-27 paragraph 5. As per paragraph 5 of EITF 00-27, the Company
         used the effective conversion price based on the proceeds received for
         or allocated to the convertible instrument to compute the intrinsic
         value of the embedded conversion option. The proceeds received were
         first allocated to the convertible instrument and the detachable
         warrants on a relative fair value basis. Then, the Issue 98-5 model was
         applied to the amount allocated to the convertible instrument, and an
         effective conversion price was calculated and used to measure the
         intrinsic value of the embedded conversion option.

         In accordance with paragraph 8 of EITF 98-5, the discount resulting
         from allocation of proceeds to the beneficial conversion feature was
         recognized as interest expense over the minimum period from the date of
         issuance to the date at which the debt holder can realize that return.
         In the Company's circumstances as the debt could be immediately
         converted to shares, the full amount of the beneficial conversion
         feature was expensed.

8.       Neither Roger Walters nor Denise Dunne-Fushi are related parties as
         defined in SFAS. No. 57. The Company had loans outstanding to Roger
         Walters to Denise Dunne-Fushi since September 1999 and April 2000
         respectively. These loans were subordinated to the Company's senior
         lenders and as a result of the Company's negative working capital and
         defaults on it senior loans, payments had not been made to either party
         on a regular basis for a couple of years. Although the loan agreements
         with each party allowed for them to enforce their security interests in
         the event of default, it was understood by all parties that no proceeds
         would be realized in the event of a bankruptcy or liquidation. As part
         of the Company's debt restructuring that occurred in November 2004,
         both parties were unwilling to agree to revised long-term payment
         schedules and opted instead, to receive one time discounted cash
         payments.

9.       As disclosed in Note 19. Earnings Per Share and Note 2(i). Summary of
         Significant Accounting Policies, the Company does not include the
         outstanding warrants in its basic earnings per share.

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[THINKPATH INC. LOGO OMITTED]                                     THINKPATH INC.
                                                             201 Westcreek Blvd.
                                                               Brampton, Ontario
                                                                  L6T 5S6 Canada
                                                               TEL: 905-460-3040