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SEC FILE NUMBER
001-16105
CUSIP NUMBER
861837 10 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2004
[ ] 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 Company is still in the process of restating its financial
statements for the first and second quarters of 2004, which must be
completed before the Form 10-K for the year ended December 31, 2004 can
be finalized. The need to apply the Company's resources to those
restatements and to the prior restatements of the Company's financial
statements for calendar years 2001 through 2003 has prevented the
Company from applying those resources to the timely completion of the
Company's Form 10-K for the year ended December 31, 2004.
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 December 31, 2004,
the Company estimates revenues to be $110,675,000, net revenues of
$23,832,000 and a net loss of $6,030,000. Included in the net loss is a
charge amounting to $4,368,000 for personnel, system and leasing costs
incurred in connection with the restructuring of the Company's operations
which commenced in the fourth quarter of 2004 and is expected to be
completed by the end of the second quarter of 2005.
Based on work done to date, for the year ended December 31, 2004, the
Company estimates revenues to be $367,080,000, net revenues of $84,722,000
and a net loss of $13,043,000. Included in the net loss is a charge
amounting to $4,368,000 for personnel, system and leasing costs incurred in
connection with the Company's restructuring plan which commenced in the
fourth quarter of 2004 and is expected to be completed by the end of the
second quarter of 2005. Also included in the net loss is a provision of
$3,075,000 for excess earn-out payments arising from the restatement of the
Company's financial statements for the years ended December 31, 2003, 2002
and 2001 as reflected in the Company's Form 10-K/A filed on February 11,
2005.
These estimates are subject to further revision as the Company completes
its financial statements for 2004.
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 3/16/05 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 s 232.202 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).