SECURITIES AND EXCHANGE
COMMISSION
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.
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:
PART I. REGISTRANT INFORMATION
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
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,
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.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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
operations.
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.
ATTENTION
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 (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).