Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Manner Richard F Jr
 2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2006		 3. Issuer Name and Ticker or Trading Symbol
STONEPATH GROUP INC [STG]
(Last)
(First)
(Middle)
2200 ALASKAN WAY, SUITE 200		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Domestic Operations
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SEATTLE, WA 98121		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 6,851
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 01/09/2014 Common Stock 20,000 $ 2.38 D  
Employee Stock Option (right to buy)   (2) 08/24/2014 Common Stock 20,000 $ 1.65 D  
Employee Stock Option (right to buy)   (3) 12/01/2014 Common Stock 50,000 $ 0.77 D  
Employee Stock Option (right to buy)   (4) 10/07/2015 Common Stock 50,000 $ 0.91 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Manner Richard F Jr
2200 ALASKAN WAY, SUITE 200
SEATTLE, WA 98121		       SVP, Domestic Operations  

Signatures

/s/ Richard F. Manner Jr. 02/13/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The options were 100% exercisable on April 28, 2005
(2) The options were 100% exercisable on April 28, 2005
(3) 12,500 of the options vested on each of November 30, 2004 and 2005, and 12,500 options vest on each of November 30, 2006 and 2007.
(4) 25,000 of the options vested on October 7, 2005, 8,334 options vest on October 8, 2006 and 8,333 options vest on each of October 8, 2007 and 2008.

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