Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                              EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) July 15, 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.

In a Current Report filed with the Securities and Exchange Commission on Form
8-K on July 5, 2002, Stonepath Group, Inc. (the "Company") reported that the
Company granted to certain of its executive officers, including Dennis L.
Pelino, its Chairman and Chief Executive Officer, options to purchase shares of
the Company's common stock under its Amended and Restated 2000 Stock Incentive
Plan. The Company also reported that the options granted to Dennis L. Pelino
were to contain an anti-dilution feature pursuant to which the Company had
agreed to grant to Mr. Pelino such number of options in the future as would be
necessary for him to retain a 10% interest in the fully diluted capitalization
of the Company. During the course of finalizing the agreements relating to
Mr. Pelino's options, the Company and Mr. Pelino elected to delete the
anti-dilution feature of the options due to adverse market conditions.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (c) Exhibits.

         4.13     Amendment No. 1 to Amended & Restated Option to Purchase
                  Common Stock of Stonepath Group, Inc. granted to Dennis L.
                  Pelino, effective as of July 3, 2002.
         4.14     Non-Qualified Stock Option Agreement between the Company and
                  Dennis L. Pelino dated July 3, 2002.


         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 15, 2002                       By: /s/ Dennis L. Pelino
                                          Name: Dennis L. Pelino
                                          Title: Chairman and Chief Executive