WASHINGTON, DC 20549

                                   FORM 12b-25               SEC FILE NUMBER

                           NOTIFICATION OF LATE FILING         CUSIP NUMBER

      (Check One): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q
                          / / Form N-SAR / / Form N-CSR

     For Period Ended: June 30, 2003

/  / Transition Report on Form 10-K         /  / Transition Report on Form 10-Q
/  / Transition Report on Form 20-F         /  / Transition Report on Form N-SAR
/  / Transition Report on Form 11-K

For the Transition Period Ended:________________________________________________

  Read Instruction (on back page) Before Preparing Form. Please print or type.
    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

         If the notification relates to a portion of the filing checked above
identify the Item(s) to which the notification relates:_________________________


Full name of registrant   STONEPATH GROUP, INC.

Former name if applicable

Address of principal executive office (Street and number)
1600 Market Street, Suite 1515

City, State and Zip Code   Philadelphia, Pennsylvania 19103

PART II.  RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

         (a) The reasons described in reasonable detail in Part III of this form
             could not be eliminated without unreasonable effort or expense;

/X/      (b) The subject annual report, semi-annual report, transition report on
             Form 10-K, Form 20- F, Form 11-K, Form N-SAR or Form N-CSR or
             portion thereof will be filed on or before the 15th calendar day
             following the prescribed due date; or the subject quarterly report
             or transition report on Form 10-Q, or portion thereof, will be
             filed on or before the fifth calendar day following the prescribed
             due date; and

         (c) The accountant's statement or other exhibit required by Rule
             12b-25(c) has been attached if applicable.


State below in reasonable detail the reasons why Form 10-K, Form 10-KSB. 11-K,
20-F, 10-Q, N-SAR, M-CSR, or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra Sheets if Needed.)

Stonepath was unable to transmit its Form 10-Q under Regulation S-T prior to the
Commission's cut-off time of 5:30 p.m. on August 14, 2003 because the operations
of the printing firm used by Stonepath to prepare the Form 10-Q were disrupted
and delayed by the electrical black out experienced in that firm's New York
facilities. The Form 10-Q was filed with the Commission shortly after that
cut-off time.


(1) Name and telephone number of person to contact in regard to this

     Stephen M. Cohen             (215)                        979-8370
         (Name)                 (Area Code)                (Telephone number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).
                                           /  X  / Yes    /  / No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof? / X / Yes / / No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

     As described in the Form 10-Q, for the second quarter of 2003, Stonepath
     reported revenues of $54.4 million, up from $32.7 million for the same
     period a year ago. Income from continuing operations was $759,000 for the
     second quarter compared to $558,000 for the same period a year ago. For the
     six months ended June 30, 2003, Stonepath reported revenues of $99.8
     million, up from $45.8 million for the same period a year ago. Income from
     continuing operations was $1.0 million for the six months ended June 30,
     2003 compared to a loss from continuing operations of $406,000 for the same
     period a year ago.

                              STONEPATH GROUP, INC.
                  (Name of registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date   8/15/03                      By  Bohn Crain
     -------------                    -----------------------------------------
                                       Bohn Crain, Chief Financial Officer

INSTRUCTION. The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 of the General Rules and Regulations
    under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments
    thereto must be completed and filed with the Securities and Exchange
    Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
    General Rules and Regulations under the Act. The information contained in or
    filed with the form will be made a matter of the public record in the
    Commission files.

3.  A manually signed copy of the form and amendments thereto shall be filed
    with each national securities exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the notifications must also be filed on Form 12b-25 but need
    not restate information that has been correctly furnished. The form shall be
    clearly identified as an amended notification.

5.  Electronic Filers. This form shall not be used by electronic filers unable
    to timely file a report solely due to electronic difficulties. Filers unable
    to submit a report within the time period prescribed due to difficulties in
    electronic filing should comply with either Rule 201 or Rule 202 of
    Regulation S-T (s232.201 or s232.202 of this chapter) or apply for an
    adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
    (s232.13(b) of this chapter).