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Exhibit 14
 STONEPATH GROUP, INC.
 Code of Business Conduct and Ethics
  To:
    
    All directors, officers and employees of Stonepath and our subsidiaries and affiliates
Re: A Message from Dennis Pelino
      
 Introduction
  (i)
    
    honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;(ii)
    
    full, fair, accurate, timely, and understandable disclosure in reports and
documents that Stonepath files with, or submits to, the Securities and Exchange
Commission (the SEC) and in other public communications made by Stonepath;




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(iii)
    
    compliance with applicable governmental laws, rules and regulations;(iv)
    
    the prompt internal reporting to an appropriate person or persons identified
herein regarding violations of this Code; and(v)
    
    accountability for adherence to this Code.
  Honest and Ethical Conduct
  Reporting Procedures
    Fair Dealing
  Compliance with Laws, Rules, and Regulations




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(i)
    
    the selection and placement of any individual is based on that individuals
qualifications, without regard to race, religion, national origin, sex, age or disability;
and(ii)
    
    compensating individuals in accordance with an his or her contribution to Stonepath,
without regard to race, religion, national origin, sex, age or disability.
   Gifts and Bribes
  Conflicts of Interest
   (i)
    
    Receiving improper personal benefits for an individual or such individuals family as a
result of ones position at Stonepath;




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(ii)
    
    Holding an ownership interest (other than a nominal amount of stock in a
publicly-traded company) in any supplier, customer or competitor of Stonepath;(iii)
    
    Loaning money to, or borrowing money from individuals or concerns that do business
with or compete with Stonepath, except transactions with banks or other financial
institutions in accordance with normal business practices;(iv)
    
    Engaging in any outside business activity that is competitive
            with Stonepaths business;(v)
    
    Receiving any gifts, gratuities, or excessive entertainment fees or payment from any
party with which Stonepath has business dealings, except for commonly distributed items of
nominal value that conform to customary industry practices. Any gifts that are not of
nominal value must be returned immediately and reported to a supervisor. If an immediate
return is not practical, the item or items should be given to Stonepath for charitable
disposition;(vi)
    
    Accepting outside employment that adversely affects ones work for Stonepath;(vii)
    
    Serving on a board of directors of any customer, supplier or competitor of Stonepath,
unless such service has been disclosed to Stonepaths Board of Directors and approved by
the General Counsel; and(viii)
    
    Using for personal gain or for the benefit of others, confidential information obtained
during ones affiliation with Stonepath.
   Protection and Proper Use of Company Assets
   Corporate Opportunities
  (i)
    
    take for himself or herself opportunities that are discovered through the use of
corporate property or information or such persons position;




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(ii)
    
    use corporate property, information or such persons position for personal gain; or(iii)
    
    compete, directly or indirectly, with Stonepath.
 Intellectual Property
   Confidentiality
  Political Activities and Contributions
  Accounting Practices
  Importing and Exporting
  Antitrust and Fair Trade




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Public Disclosure, Inside Information and Company Stock Trading
    Conclusion