WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

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

                        For Period Ended: March 31, 2005

/ / 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.

         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

/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
                 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.


State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report, or portion thereof, could not be filed
within the prescribed time period.

         The restructuring effort of Stonepath Group, Inc. (the "Company"),
including the pending relocation of its corporate staff from Philadelphia,
Pennsylvania to Seattle, Washington, has resulted in the earlier than expected
departure of certain personnel from the Company's corporate office in
Philadelphia. In addition, the Company needed to amend its domestic credit
facility with the cooperation of the lender to revise certain of the provisions
of that facility. These factors, among others, have prevented the Company from
filing its Form 10-Q for the first quarter of 2005 by May 10, 2005.


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

         Thomas L.  Scully           (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.

         Based on work done to date, for the three months ended March 31, 2005,
         the Company estimates revenues of $89,989,605, net revenues of
         $20,414,318 and a net loss of $7,563,099. Included in the net loss is a
         charge amounting to $3,341,547 for personnel, system and leasing costs
         incurred in connection with the restructuring of the Company's

         These estimates are subject to further revision as the Company
         completes its financial statements for the three month period ending
         March 31, 2005.


                              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   5/10/05                      By      /s/ Robert Arovas
       -------------------                  ------------------------------------
                                            Robert Arovas, President

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.

                        VIOLATIONS (SEE 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 (17 CFR 240.12b-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).