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~~Pursuant ~~report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~June 19,~~Act ~~2006~~ of 1934

Date of report (Date of earliest event reported): April 17, 2007

Stonepath Group, Inc.

(Exact name of registrant as specified in its charter)


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

~~2200~~87 ~~Alaskan~~Wall ~~Way,~~Street ~~Suite 200~~ Seattle, Washington (Address of Principal Executive Offices) 98121 (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 1 2.0104. ~~Entry~~Triggering ~~into~~Events That Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-Balance-Sheet Arrangement.

~~Effective~~1. Notice ~~June 19, 2006, a subsidiary~~ of ~~the~~Default ~~Company,~~under ~~Stonepath~~Mass ~~Holdings~~Financial (Hong Kong) Limited (“Asia Holdings”) entered into a Term Credit Agreement, which was amended and restated on June 22, 2006 (the “Term Credit Agreement”), with SBI Brightline (the “Lender”)Corp. The following is a brief summary of certain of the provisions of the credit facility provided by the Term Credit Agreement, is not complete, and is qualified in its entirety by reference to the Term Credit Agreement and the Amended and Restated Security ~~Deed, by and between the parties, dated June 22, 2006 (the “Security Deed”) which are filed as exhibits to this Current Report on Form 8-K and which are incorporated by reference herein.~~ Agreement

~~The~~On ~~Term~~April ~~Credit~~17, ~~Agreement provides~~2007, ~~Asia~~Stonepath ~~Holdings with a U.S. $4.0 million loan~~Group, $2Inc.~~0 million of which is to be used to repay certain other of Asia Holdings’ lenders~~, ~~Hong~~ ~~Kong~~a ~~League~~Delaware ~~Central~~corporation ~~Credit Union~~ (“~~HKLCCU~~Stonepath”) ~~and Curried Clover~~, ~~LLC,~~received ~~each~~a ofnotice ~~whom is affiliated with SBI Brightline. The obligations~~ of ~~Asia~~default ~~Holdings under~~ (the ~~Term~~“Notice”) ~~Credit~~under ~~Agreement are secured by floating charges on~~ the ~~assets~~Security ofAgreement, asdated ~~well~~ as ~~fixed~~of ~~charges~~August on31, 2005 (the ~~stock~~“Security ofAgreement”), ~~the Company’s~~among ~~foreign subsidiaries~~ Stonepath, ~~Freight~~various ~~Express~~of ~~(Hong~~its ~~Kong)~~subsidiaries ~~Limited,~~including Stonepath Logistics ~~(Hong~~ ~~Kong)~~Domestic ~~Limited~~Services, ~~G-Link~~Inc. ~~Express Logistics~~ (~~Singapore~~"SLDS") ~~Pte. Ltd.~~, ~~G-Link~~and ~~Express~~Laurus ~~Logistics (Cambodia)~~Master ~~Pte.~~Fund ~~Ltd.,~~Limited ~~G-Link Express Logistics~~ (~~Penang~~“Laurus”) ~~Sdn~~. The ~~Bhd.,~~Notice ~~G-Link~~was ~~Express~~delivered ~~Logistics~~by ~~(KL) Sdn.~~counsel ~~Bhd.,~~to ~~G-Link~~Mass ~~Express~~Financial ~~Logistics (JB) Sdn~~Corp. ~~Bhd., Planet Logistics Express~~ (~~Singapore)~~"Mass ~~Pte. Ltd.~~Financial"), ~~Group~~ ~~Logistics~~which ~~Pte.~~replaced ~~Ltd.,~~Laurus ~~Shaanxi~~as ~~Sunshine~~lender ~~Cargo~~under ~~Services~~the ~~Int’l~~Security ~~Co.,~~Agreement ~~Ltd.,~~by ~~Shaanxi~~virtue ~~Sunshine~~of ~~Cargo Service~~an ~~(Hong~~Assignment ~~Kong)~~of ~~Co.~~Loans, ~~Ltd.,~~Liens ~~Stonepath~~and ~~Logistics~~Loan ~~(China) Limited~~Documents, ~~Glink~~dated ~~Express~~as ~~Freight~~of ~~(Asia Pacific)~~February ~~Pte. Ltd.~~9, ~~and~~2007 ~~Stonepath Logistics~~ (~~Asia~~the ~~Pacific~~“Assignment”) ~~Pte~~. Pursuant ~~Ltd., as~~to ~~described in~~ the ~~Security Deed.~~Assignment, ~~The~~Mass ~~annual~~Financial ~~interest~~purchased ~~rate~~and ~~under~~assumed ~~the~~all ~~Term~~of ~~Credit Agreement~~Laurus’s ~~is 10%~~right, title and ~~the~~interest ~~Lender~~in ~~must~~and beto ~~repaid~~Laurus’s onloans ~~or before June 19, 2008. The obligation~~ to ~~repay~~Stonepath ~~the borrowings~~and ~~under~~ the ~~Term~~loan ~~Credit~~documents ~~Agreement~~entered ~~may~~into bein ~~accelerated~~connection bywith ~~the~~such ~~Lender~~loans ~~upon~~ (the ~~occurrence~~“Loan ofDocuments”), ~~events~~together ofwill ~~default~~all ~~customary~~attendant ~~for loan transactions. In addition~~liens, ~~under the Term Credit Agreement~~rights, ~~Asia~~ ~~Holdings has agreed that upon any default by it or any of its domestic subsidiaries under its credit facility with Laurus Master Fund~~claims, ~~Ltd.~~title, orassignments ~~the~~and ~~payment~~interests ~~of any~~(including ~~dividends~~security ininterests) ~~additional~~pertaining ~~Preferred Shares rather than cash, Asia Holdings will permit HKLCCU~~ to ~~convert 30,000~~or ~~Preferred~~arising ~~Shares~~from ofthe ~~Asia~~Loan ~~Holdings owned by HKLCCU into their par value of U~~Documents.~~S. $100 per share.~~

~~Item 2.03 Creation~~The ofNotice acites ~~Direct~~the ~~Financial~~existence ~~Obligation~~of orvarious anEvents ~~Obligation~~of Default under an ~~Off-Balance~~the ~~Sheet~~Security ~~Arrangement~~Agreement, ofincluding aStonepath’s ~~Registrant.~~ inability to pay its debts as they become due and changes in Stonepath’s

~~Asia Holdings,~~condition aand ~~subsidiary~~affairs ofwhich ~~the~~Mass ~~Company~~Financial states have had, ~~has~~and ~~incurred~~could ~~the~~more ~~indebtedness described~~likely inthan ~~Item 1.01~~not ofbe ~~this~~expected ~~Current~~to ~~Report~~continue onto ~~Form 8-K upon~~have, ~~the~~a ~~terms~~Material ~~and~~Adverse ~~conditions~~Effect ~~referred~~(as todefined ~~therein~~in the Security Agreement).

~~Item 4.01~~As ~~Changes~~of inApril ~~Registrant~~17, 2007, Stonepath’s ~~Certifying~~aggregate ~~Accountant~~indebtedness to Mass Financial was approximately US$5. 8 million. Under the terms of the Loan Documents, when an Event of Default has occurred and is continuing, Mass Financial has various customary rights and is entitled to pursue various customary remedies. The Notice does not identify any specific acceleration or repayment schedule that Mass Financial intends to pursue.

~~On June 19, 2006, Peterson Sullivan PLLC (“Peterson”) was appointed as the independent registered public accountant for the Stonepath Group, Inc~~2. Notice ~~401(k)~~of ~~Plan~~Default ~~(the~~under ~~“Plan”)~~Secured for the year ended December 31, 2005, replacing Mayer Hoffman McCann P.C. (“Mayer”). This action dismisses Mayer as the Plan’s independent registered public accountant for the year ended December 31, 2005. Notes

OnAlso ~~June 19~~on April 17, ~~2006~~2007, ~~the~~Stonepath ~~advisory~~Holdings ~~committee~~(Hong toKong) ~~the~~Limited ~~Plan~~(“Asia ~~approved~~Holdings”), ~~the~~a ~~engagement~~subsidiary of ~~Peterson~~Stonepath, as received a notice of default (the ~~independent~~“Asia ~~registered~~Holdings ~~public~~Notice”) ~~accountant~~under ~~for~~Secured Notes (the ~~Plan~~“Secured ~~commencing~~Notes”) ~~with~~held ~~the~~by ~~audit~~SBI ~~for~~Brightline, LLC and Hong Kong League Central Credit Union (together, the ~~year ended~~“Noteholders”). The ~~December 31~~Asia Holdings Notice was delivered by SBI Brightline, ~~2005~~LLC on behalf of the Noteholders.

The ~~audit~~Asia ~~reports~~Holdings ofNotice ~~Mayer~~states onthat ~~the~~Asia ~~financial~~Holdings ~~statements~~failed ofto ~~the~~make ~~Plan~~a ~~for~~scheduled interest payment to the ~~past~~Noteholders ~~two~~on ~~fiscal years~~March ~~did~~31, 2007 and had not ~~contain~~made ansuch ~~adverse~~interest ~~opinion~~payment orwithin ~~disclaimer~~14 ofdays ~~opinion,~~after ~~nor~~that ~~were~~date, ~~they~~constituting ~~qualified~~an ~~or modified~~Event asof toDefault ~~uncertainty,~~under ~~audit~~the ~~scope~~terms orof ~~accounting~~the ~~principals~~Secured Notes.

~~During~~The ~~the~~Asia ~~two~~Holdings ~~most~~Notice ~~recent~~demands ~~fiscal~~immediate ~~years and through June 19~~payment, ~~2006,~~pursuant ~~there~~to ~~were~~a noprovision ~~disagreements between~~of the ~~Plan~~Secured ~~and~~Notes, ~~Mayer on any matter~~ of ~~accounting principles or practices~~US$7, ~~financial statement disclosure or auditing scope or procedure~~303, ~~which disagreements~~167, ifrepresenting ~~not~~the ~~resolved~~aggregate toprincipal ~~the~~amount ~~satisfaction~~ of ~~Mayer,~~the ~~would~~Secured ~~have~~Notes ~~caused~~(US$7,200,000) ~~Mayer~~plus toregular ~~make~~and ~~reference~~default tointerest ~~the~~due ~~subject~~as ~~matter~~ of ~~the~~April ~~disagreement~~17, ~~in connection with its report on the Plan’s financial statements~~2007.

During the two most recent fiscal years and through June 19, 2006, there were no “reportable events” with respect to the Plan as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (“Regulation S-K”).

During the two most recent fiscal years and through June 19, 2006, Stonepath Group, Inc. (“Stonepath”) did not consult with Peterson with respect to the Plan regarding any of the matter or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

10.36		Amended and Restated Term Credit Agreement, dated June 22, 2006, by and between Stonepath Holdings (Hong Kong) Limited and SBI Brightline.
10.37		Amended and Restated Security Deed, dated June 22, 2006, by and between Stonepath Holdings (Hong Kong) Limited and SBI Brightline.
16.1		Letter of Mayer Hoffman McCann P.C., dated June 22, 2006, regarding change in certifying accountant of the Stonepath Group, Inc. 401(k) Plan.

SIGNATURES

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 thereunto duly authorized.

	STONEPATH GROUP, INC.
Date: June 22, 2006	By:	/s/ Robert Arovas
Date: April 24, 2007	By:	/s/ Martin Müller-Römheld
		Name:	~~Robert~~Martin ~~Arovas~~Müller-Römheld
		Title:	~~President and~~ Chief ~~Financial~~Executive Officer

Filing Compare · STONEPATH GROUP INC