**Exhibit 31.2**

**CERTIFICATION**

**PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I, Bohn H. Crain, certify that: 

|                 | 1.                                                | I have reviewed this annual    report on Form 10-K of Stonepath Group, Inc.;                                                                                                                                                                                                                                                                     |
|----------------------|---------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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|                 | 2.                                                | Based on my knowledge, this        annual report does not contain any untrue statement of a material fact        or omit to state a material fact necessary to make the statements made,        in light of the circumstances under which such statements were made,    not misleading with respect to the period covered by this annual report; |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             |   |   |
|                 | 3.                                                | Based on my knowledge, the financial        statements, and other financial information included in this annual report,        fairly present in all material respects the financial condition, results        of operations and cash flows of the registrant as of, and for, the periods    presented in this annual report;                    |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             |   |   |
|                 | 4.                                                | The registrant’s other        certifying officer and I are responsible for establishing and maintaining        disclosure controls and procedures (as defined in Exchange Act Rules    13a-15(e) and 15d-15(e)) for the registrant and have:                                                                                               |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             |   |   |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             | a. | Designed such disclosure controls and procedures,        or caused such disclosure controls and procedures to be designed under        our supervision, to ensure that material information relating to the        registrant, including its consolidated subsidiaries, is made known to        us by others within those entities, particularly during the period in    which this annual report is being prepared; |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             |   |   |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             | b. | Evaluated the effectiveness of the registrant’s        disclosure controls and procedures and presented in this annual report        our conclusions about the effectiveness of the disclosure controls and        procedures, as of the end of the period covered by this annual report    based on such evaluation; and |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             |   |   |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             | c. | Disclosed in this annual report any change        in the registrant’s internal control over financial reporting that        occurred during the registrant’s most recent fiscal quarter that        has materially affected, or is reasonably likely to materially affect,    the registrant’s internal control over financial reporting; and |
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|                 | 5.                                                | The registrant’s other        certifying officer and I have disclosed, based on our most recent evaluation        of internal control over financial reporting, to the registrant’s    auditors and the audit committee of the registrant’s board of directors:                                                                |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             |   |   |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             | a. | All significant deficiencies and material        weaknesses in the design or operation of internal control over financial        reporting which are reasonably likely to adversely affect the registrant’s        ability to record, process, summarize and report financial information;    and |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             |   |   |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             | b. | Any fraud, whether or not material, that        involves management or other employees who have a significant role in    the registrant’s internal control over financial reporting. |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             |   |   |
| DATE: March 15, 2004 |
|                 |                                              |                                                                                                                                                                                                                                                                                                                                             |   |   |
| BY:                  | /s/Bohn    H. Crain      |
|                 | Bohn    H. Crain                                  |
|                 | Chief    Financial Officer and Treasurer          |

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