SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
COMMISSION FILE NO.: 0-16105
FORM 12B-25
NOTIFICATION OF LATE FILING
(CHECK ONE): [ ]FORM 10-K [X]FORM 11-K [ ]FORM 20-F [ ]FORM 10-Q
[ ]FORM N-SAR
FOR PERIOD ENDED: DECEMBER 31, 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
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
PART I REGISTRANT INFORMATION
STONEPATH GROUP, INC.
401(K) PROFIT SHARING PLAN
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(Full name of registrant)
1600 MARKET STREET, SUITE 1515
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(Address of principal executive offices (street and number))
PHILADELPHIA, PENNSYLVANIA 19103
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(City, state and zip code)
(215) 979-8370
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(Registrant's telephone number, including area code)
PART II RULES 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;
|
| (b) The subject annual report, semi-annual report,
| transition report on Form 10-K, Form 20-F, 11-K
| or Form N-SAR, or portion thereof, will be filed
[X] | on or before the fifteenth 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.
|
PART III NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q and N-SAR or the transition report or portion thereof could not be filed
within the prescribed period.
The registrant, the Stonepath Group, Inc. 401(K) Profit Sharing Plan
(the "Plan"), has had insufficient time to prepare plan financial statements for
the year ended December 31, 2003, including the preparation of a Form 5500 in
accordance with the financial reporting requirements of ERISA (and permitted
pursuant to Item No. 4 of the Required Information section of Form 11-K),
following the registrant's selection of an independent auditor. The Plan expects
to be unable to file the Form 11-K within the prescribed time period and such
inability could not be eliminated without unreasonable effort or expense.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Bohn H. Crain, Authorized Signatory for Advisory Committee, as
Plan Administrator (215) 979-8370
(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 the 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? [_] Yes [X] 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.
Stonepath Group, Inc.
401(K) Profit Sharing Plan
(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized, on June 25, 2004.
Stonepath Group, Inc.
401(K) Profit Sharing Plan
By: /s/ Bohn H. Crain
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Bohn H. Crain, Authorized Signatory for
Advisory Committee, as Plan Administrator