UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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): March 31, 2006

Stonepath Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-16105		65-0867684
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2200 Alaskan Way, Suite 200
Seattle, Washington		98121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (206) 336-5400

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02     Results of Operations and Financial Condition

     On March 31, 2006, Stonepath Group, Inc. issued a press release, which was corrected on April 3, 2006 with regard to two typographical errors, announcing financial results for the three months and the year ended December 31, 2005. A copy of the corrected press release is attached as an Exhibit to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits

(c)     Exhibits

Exhibit No.		Document
99.1		Press release dated March 31, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.