SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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COMMISSION FILE NO.: 001-16105
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): [ ]Form 10-K [ ]Form 20-F [X]Form 11-K [ ]Form 10-Q [ ]Form 10-D [ ]Form N-SAR [ ]Form N-CSR
For Period Ended: December 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
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)
2200 ALASKAN WAY, SUITE 200
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(Address of Principal Executive Office (Street and Number))
SEATTLE, WA 98121
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(City, State and Zip code)
206-336-5400
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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, Form N-SAR,
| Form N-CSR or portion thereof, will be filed on or before
[X] the fifteenth calendar day following the prescribed due
| date; or the subject quarterly report or transition report
on Form 10-Q or subject distribution report on Form 10-D,
| 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,10-D, N-SAR, N-CSR 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, 2005, 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). 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.
Christopher A. Foster, Authorized Signatory for Advisory Committee,
as Plan Administrator 206-336-5400
(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 29, 2006.
Stonepath Group, Inc.
401(K) Profit Sharing Plan
By: /s/ Christopher A. Foster
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Christopher A. Foster, Authorized Signatory for
Advisory Committee, as Plan Administrator