Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                              EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported)   July 3, 2002

                              STONEPATH GROUP, INC.
               (Exact Name of Registrant as Specified in Charter)

           Delaware                       0-26929                 65-0867684
(State or Other Jurisdic-         (Commission File Number)      (IRS Employer
 tion of Incorporation)                                      Identification No.)

Two Penn Center Plaza, Suite 605, Philadelphia, PA                  19102
-----------------------------------------------------             ---------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's telephone number, including area code 215-564-9193

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events.

         On July 3, 2002, we granted options to purchase 2.5 million shares of
our common stock to certain of our senior executive personnel. The options were
granted at an exercise price of $1.30 (20% above the closing price of $1.08 as
of July 2, 2002) and are subject to prorata annual vesting based upon continued
employment with the Company (or its subsidiaries) for a period of three-four
years subsequent to the grant date. The options were granted under the Stonepath
Group, Inc. Amended and Restated 2000 Stock Incentive Plan. 1.9 million of the
options were granted to our Chairman and Chief Executive Officer, Dennis L.
Pelino. The remaining options were granted to other senior executive personnel.
As part of an overall management retention program, we have also reserved for
issuance approximately 700,000 additional options we intend to shortly grant to
significant operating personnel identified by our recently formed integration

         We have also accelerated the vesting of the options to purchase 1.8
million shares granted to Mr. Pelino in conjunction with his original employment
with the Company during June 2001. These options had been granted at an exercise
price of $.82, of which 600,000 had already vested with the remainder vesting to
the extent of 400,000 per year through 2004.

         The acceleration of prior options and current grant of new options to
Mr. Pelino reflects the culmination of our efforts to recognize his contribution
to the Company as the principal founder and architect of our new logistics
business and as the driving force behind the successful implementation of our
new business model. The current grant was also intended to provide him with an
additional incentive to continue in those efforts. During Mr. Pelino's tenure,
we have completed the first three acquisitions that established our presence
within the logistics industry and completed the transition from our prior
internet business model.

         The current grant of options, plus the prior grant in June 2001, are
intended to secure for Mr. Pelino a beneficial ownership interest in
approximately 10% of the Company's securities on a fully diluted basis.
Furthermore, in recognition of the growth in our capitalization that is likely
to occur within the next several years, and to ensure an alignment of Mr.
Pelino's interests with those of the Company's stockholders and provide him with
sufficient retention and motivation over the long term, Mr. Pelino's grant is
subject to an anti-dilution feature that is intended to retain for him his 10%
interest in the Company for a period of two years. In that regard, the Company
has agreed to grant to Mr. Pelino that number of additional options within the
next two years (subject to applicable regulatory or shareholder approval) that
are necessary for him to retain a 10% interest in the fully diluted
capitalization of the Company. Additional options pursuant to this anti-dilution
feature would be granted at then current market rates at the time of any such
subsequent issuance.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           STONEPATH GROUP, INC.

Date: July 3, 2002                         By: /s/ Dennis L. Pelino
                                               Name:  Dennis L. Pelino
                                               Title: Chairman and
                                                      Chief Executive Officer