SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25 SEC FILE NUMBER
001-16105
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CUSIP NUMBER
NOTIFICATION OF LATE FILING 861837 10 2
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(Check One): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q
/ / Form N-SAR / / Form N-CSR
For Period Ended: September 30, 2004
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/ / 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.
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Former name if applicable
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Address of principal executive office (Street and number)
1600 Market Street, Suite 1515
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City, State and Zip Code Philadelphia, Pennsylvania 19103
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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.
As disclosed in the Company's Form 8-K Current Report filed on September 21,
2004, the Company determined that it had understated its accrued purchased
transportation liability and related costs of purchased transportation and is in
the process of restating its previously reported results. The Company is
evaluating to what extent, if any, the under accrual of the costs of purchased
transportation extends back to dates of acquisition of Air Plus (October 5,
2001) and United American (May 28, 2002) and potential effect on the earn-out
amounts paid or payable to selling shareholders. Any under accrual of the costs
of purchased transportation related to pre-acquisition services would result in
an adjustment to the Company's original purchase accounting with any such under
accrual being reflected as additional goodwill rather than as additional costs
of purchased transportation in the year of acquisition. This would ultimately
impact the amounts reflected as goodwill and retained earnings to be reported on
Form 10-Q for the period ending September 30, 2004.
The volume and physical location of the underlying data which the Company is
reviewing to make its determination with respect to the past under accrual of
the costs of purchased transportation, in combination with the review activities
of the Company's predecessor and current auditors has prevented the Company from
timely filing its Form 10-Q Quarterly Report for the period ending September 30,
2004.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bohn H. Crain (215) 979-8370
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(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.
THE FOLLOWING ESTIMATES ARE STILL UNDER INTERNAL REVIEW AND ARE SUBJECT TO
CHANGE.
On an "As Reported" basis, for the three months ended September 30, 2003, the
Company reported revenues of $65,515,000, net revenues of $18,656,000 and net
income of $2,075,000. Based on work done to date, for the three months ended
September 30, 2003, the Company estimates an immaterial change in revenues, net
revenues in the range of $18,000,000 - $19,000,000 and net income in the range
of $1,500,000 - $2,500,000.
Based on work done to date, for the three months ended September 30, 2004, the
Company estimates revenues to be in the range of $109,000,000 - $110,000,000,
net revenues in the range of $24,000,000 - $25,000,000 and net income/(loss) in
the range of ($500,000) - $500,000.
On an "As Reported" basis, for the nine months ended September 30, 2003, the
Company reported revenues of $150,421,000, net revenues of $44,945,000 and net
income of $2,197,000. Based on work done to date, for the nine months ended
September 30, 2003, the Company estimates an immaterial change in revenues, net
revenues in the range of $43,000,000 - $44,000,000 and a net loss in the range
of $500,000 - $1,500,000.
Based on work done to date, for the nine months ended September 30, 2004, the
Company estimates revenues to be in the range of $250,000,000 - $260,000,000,
net revenues in the range of $60,500,000 - $61,500,000 and a net loss in the
range of ($2,500,000) - ($3,500,000).
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STONEPATH GROUP, INC.
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(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 11/9/04 By /s/ Bohn H. Crain
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Bohn H. Crain, Chief Financial Officer
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).