Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

          Date of Report (Date of Earliest Event Reported): May 6, 2004

                              Stonepath Group, Inc.
               (Exact Name of Registrant as Specified in Charter)

          Delaware                     001-16105                65-0867684
----------------------------     ------------------------   -------------------
(State or Other Jurisdiction     (Commission File Number)     (IRS Employer
    of Incorporation)                                       Identification No.)

     1600 Market Street, Suite 1515
     Philadelphia, Pennsylvania                                   19103
----------------------------------------                        ----------
(Address of Principal Executive Offices)                        (Zip Code)

       Registrant's telephone number, including area code: (215) 979-8370

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

         (c) Exhibits

             99.1   Press release dated May 6, 2004

Item 9.  Regulation FD Disclosure.

         0n May 6, 2004, Stonepath Group, Inc. (the "Company") issued a press
release announcing financial results for the three months ended March 31, 2004.

Item 12.  Results of Operations and Financial Condition.

         The press release announcing the Company's financial results for the
three months ended March 31, 2004 is attached hereto as Exhibit 99.1.

         The information in this report, being furnished pursuant to Item 9 and
Item 12 of Form 8-K, shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section, and is not incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.


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: May 7, 2004                      By: /s/  Dennis L. Pelino
                                           Name:  Dennis L. Pelino
                                           Title: Chairman and
                                                  Chief Executive Officer


                                  Exhibit Index

  Exhibit Number       Description
  --------------       -----------

  99.1                 Press Release dated May 6, 2004