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                                                                    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/A 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)) 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 fourth quarter in 2002 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:  August 25, 2003

BY:      /s/  Bohn H. Crain
         -----------------------------------
         Bohn H. Crain
         Chief Financial Officer and Treasurer