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                                                                    EXHIBIT 31.2

                                  CERTIFICATION

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

I, Thomas L. Scully, certify that:

      1.    I have reviewed this annual report on Form 10-K of Stonepath  Group,
            Inc.;

      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)) and internal
            control over  financial  reporting (as defined in Exchange Act Rules
            13a-15(f) and 15d-15(f)) 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) Designed such internal  control over financial  reporting,
            or caused such  internal  control  over  financial  reporting  to be
            designed  under our  supervision,  to provide  reasonable  assurance
            regarding the reliability of financial reporting and the preparation
            of financial  statements  for external  purposes in accordance  with
            generally accepted accounting principles;

                  (c) 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

                  (d)  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

      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 31, 2005
                                               BY: /s/ Thomas L. Scully
                                                   -----------------------------
                                                   Thomas L. Scully
                                                   Chief Financial Officer, Vice
                                                   President and Controller

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