SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): JUNE 17, 2004
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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
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On June 17, 2004, Stonepath Group, Inc. ("Stonepath") dismissed
KPMG LLP ("KPMG") as Stonepath's independent accountants. On June 24, 2004,
Stonepath engaged Grant Thornton LLP ("Grant Thornton") as its new independent
accountants.
KPMG's audit reports on Stonepath's financial statements for the fiscal
years ended December 31, 2002 and 2003 did not contain an adverse opinion or a
disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles.
The decision to change accountants was made by Stonepath's Audit
Committee.
During the fiscal years ended December 31, 2002 and December 31, 2003,
and the subsequent interim period through Stonepath's change in independent
accountants, there were no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to KPMG's satisfaction, would
have caused KPMG to make reference to the subject matter of the disagreements in
connection with its report.
There were no reportable events (as defined in Regulation S-K, Item
304(a)(1)(v)) during the fiscal years ended December 31, 2002 and 2003 and the
subsequent interim period through Stonepath's change in independent accountants,
except for the reportable condition described in the third paragraph od Item 9A
of Stonepath's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 15, 2004.
Stonepath has provided KPMG with a copy of the disclosures it is making
in this Item 4(a) and has requested KPMG to provide it with a letter stating
whether it agrees with the statements set forth in this Item 4(a) and, if not,
stating the respects in which it does not agree. Upon receipt of such letter
from KPMG, Stonepath will amend this Current Report and file a copy as Exhibit
16 to a Current Report on Form 8-K/A.
(b) During the fiscal years ended December 31, 2002 and 2003 and during
the subsequent interim period through Stonepath's engagement of Grant Thornton,
neither Stonepath nor anyone on its behalf consulted with Grant Thornton
regarding the application of accounting principles to any transactions, either
completed or proposed; or the type of audit opinion that might be rendered on
Stonepath's financial statements, in each case with respect to which either a
written report or oral advice was provided that Grant Thornton concluded was an
important factor considered by Stonepath in reaching a decision as to the issue.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
None
SIGNATURE
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: June 24, 2004 By: /s/ Dennis L. Pelino
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Dennis L. Pelino, Chairman and
Chief Executive Office
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