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 *   Dorscht Sarah B 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) 9633 26TH AVE NW 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, International Operations 5. If Amendment, Date Original Filed(Month/Day/Year) 02/03/2006 (Street) SEATTLE, WA 98117 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 2,000 D   Common Stock 7,769 (1) I By ESPP Common Stock 7,038 (2) I By 401(k) Plan

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)	  (3)	09/05/2012	Common Stock	20,000	$ 1.3	D	Â
Employee Stock Option (right to buy)	  (4)	08/21/2013	Common Stock	25,000	$ 2	D	Â
Employee Stock Option (right to buy)	  (5)	12/01/2014	Common Stock	25,000	$ 0.77	D	Â
Employee Stock Option (right to buy)	  (6)	10/07/2015	Common Stock	50,000	$ 0.91	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dorscht Sarah B 9633 26TH AVE NW SEATTLE, WA 98117	Â	Â	  SVP, International Operations	Â

Signatures

/s/ Sarah B. Dorscht		11/16/2006
**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)	Represents 7,769 shares acquired and held under the STG Employee Stock Purchase Plan.
(2)	Represents 7,038 shares acquired and held under the STG 401(k) Plan.
(3)	The options were 100% exercisable on April 28, 2005.
(4)	The options were 100% exercisable on April 28, 2005.
(5)	6,250 of the options vested on each of November 30, 2004 and 2005, and 6,250 options vest on each of November 30, 2006 and 2007.
(6)	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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