-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LjQu/mk4J38N7PGGEBH1yluo1VpGLC5m0ifG2600nqd2QpUQicEX5K18VU6G4LTp RSDhpORjoDFOmaJ8Nn4omg== 0001144204-07-020470.txt : 20070425 0001144204-07-020470.hdr.sgml : 20070425 20070425080958 ACCESSION NUMBER: 0001144204-07-020470 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070425 DATE AS OF CHANGE: 20070425 GROUP MEMBERS: BRUCE GALLOWAY GROUP MEMBERS: GALLOWAY CAPITAL MANAGEMENT LLC GROUP MEMBERS: GARY L. HERMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STONEPATH GROUP INC CENTRAL INDEX KEY: 0001093546 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 650867684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60393 FILM NUMBER: 07786103 BUSINESS ADDRESS: STREET 1: WORLD TRADE CENTER WEST STREET 2: 2200 ALASKAN WAY, SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: (206) 336-5400 MAIL ADDRESS: STREET 1: WORLD TRADE CENTER WEST STREET 2: 2200 ALASKAN WAY, SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98121 FORMER COMPANY: FORMER CONFORMED NAME: NET VALUE HOLDINGS INC DATE OF NAME CHANGE: 19991006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC TURNAROUND EQUITY PARTNERS LP CAYMAN CENTRAL INDEX KEY: 0001372509 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 2150 GT 4TH FLOOR STREET 2: 1 CAYMAN FINANCIAL CENTER CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 212 247 0581 MAIL ADDRESS: STREET 1: PO BOX 2150 GT 4TH FLOOR STREET 2: 1 CAYMAN FINANCIAL CENTER CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13D/A 1 v072542_sc13da.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. 2)

Stonepath Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

861837102

(CUSIP Number)

Gary Herman

c/o Strategic Turnaround Equity Partners, L.P. (Cayman)

720 Fifth Avenue, 10^th Floor

New York, New York 10019

(212) 247-0581

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 25, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box. X

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See Rule 13d-7(b) for other parties to whom copies are to be sent.

____________________

¹ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP No. 861837102

13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Strategic Turnaround Equity Partners, L.P. (Cayman) 98-0498777
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS * WC
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 3,955,590
EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 3,955,590
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,955,590⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.00% ⁽¹⁾
14	TYPE OF REPORTING PERSON PN

(1)

On the basis of 43,777,151 shares of Common Stock reported by the Company to be issued and outstanding as of November 10, 2006 in the Company’s latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 861837102

13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Galloway Capital Management LLC 90-0000838
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS * N/A
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 3,955,590
EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 3,955,590
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,955,590⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.00% ⁽¹⁾
14	TYPE OF REPORTING PERSON OO

(1)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 861837102

13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gary L. Herman N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS * PF
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 60,000⁽¹⁾
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER ,955,590
EACH REPORTING		9	SOLE DISPOSITIVE POWE 60,000⁽¹⁾
PERSON WITH		10	SHARED DISPOSITIVE POWER 3,955,590
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,015,590⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.17% ⁽²⁾
14	TYPE OF REPORTING PERSON IN

(1)

This includes 30,000 shares of common stock held by the Gary Herman, IRA.

(2)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 861837102

13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bruce Galloway N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS * PF
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 864,199⁽¹⁾
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 3,955,590
EACH REPORTING		9	SOLE DISPOSITIVE POWER 864,199⁽¹⁾
PERSON WITH		10	SHARED DISPOSITIVE POWER 3,955,590
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,819,789⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.00% ⁽²⁾
14	TYPE OF REPORTING PERSON IN

(1)

This includes 748,749 shares of common stock held by Mr. Galloway through the Bruce Galloway, IRA, 55,000 shares of common stock owned by Mr. Galloway’s children, Justin and Alana, for which Mr. Galloway has the power to vote and dispose and 60,450 by RexonGalloway Capital Growth, LLC for which Mr. Galloway retains full investment and voting discretion.

(2)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the common stock, no par value, (the “Common Stock”) of Stonepath Group, Inc., a Delaware corporation, (the “Company”). The principal executive offices of the Company are located at World Trade Center, 2200 Alaskan Way, Suite 200, Seattle, WA 98121.

Item 2. Identity and Background.

This statement is being filed jointly by Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary L. Herman (collectively, the “Reporting Persons”).

Strategic Turnaround Equity Partners, L.P. (Cayman), is a Delaware limited liability partnership and is a fund focused on investing primarily in undervalued public equities. Galloway Capital Management LLC is a Delaware limited liability company principally engaged in serving as the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman). Gary L. Herman and Bruce Galloway are citizens of the United States, managing members of Galloway Capital Management LLC and Mr. Galloway is a holder of the majority of the membership interests in Galloway Capital Management LLC, and is a holder of the majority of the partnership interests in Strategic Turnaround Equity Partners, L.P. (Cayman)

The name and positions of the executive officers and directors of each of the Reporting Persons are set forth below. Other than as listed in Item 5 of this Report, each executive officer and director listed below disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons.

Strategic Turnaround Equity Partners, L.P. (Cayman)	Cayman Islands limited partnership General Partner - Galloway Capital Management LLC

Galloway Capital Management LLC	Delaware limited liability company Managing Member - Gary L. Herman Managing Member - Bruce Galloway


Bruce Galloway	Citizenship - United States Managing Member - Galloway Capital Management LLC Managing Member - Strategic Turnaround Equity Partners, L.P. (Cayman)

The address of the principal business office of Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary Herman is c/o Strategic Turnaround Equity Partners, L.P. (Cayman), 720 Fifth Avenue, 10^th Floor, New York, New York 10019.

During the last five years, neither the Reporting Persons nor any executive officer or director of the Reporting Persons have (i) been convicted in any criminal proceeding or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The shares of Common Stock owned directly and indirectly by the Reporting Persons were purchased with working capital of Strategic Turnaround Equity Partners, L.P (Cayman) and the personal investment capital of Messrs. Galloway and Herman.

Item 4. Purpose of Transaction.

All of the shares of Common Stock reported herein were acquired for investment purposes. On each of the following dates and at the following prices per share, Strategic Turnaround Equity Partners, L.P. (Cayman) made purchases or dispositions of Common Stock on the open market with its working capital:

Date	Number of Shares Acquired (Disposed)	Price Per Share
3/29/07	30,000	$0.1998
3/30/07	30,000	$0.2000
4/05/07	99,100	$0.1300
4/18/07	(145,400)	$0.1142

Other than as set forth below, the Reporting Persons currently have no plan or proposal which relates to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Report.

On April 25, 2007, the Reporting Persons sent a letter to the Board of Directors seeking Board representation. In addition, the Reporting Persons expressed their concerns about the recently received default letters by the Company, the change in management and the failure for the company to take steps to relist its common stock on an alternative exchange, and their offer to assist the company to arrange financing and engage the services of an internationally renowned turnaround/crisis management firm. A copy of the letter is attached as Exhibit 1.

Item 5. Interest in Securities of the Issuer.

(a) and (b)

As of the date hereof, Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway Capital Management LLC (as the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman)), Bruce Galloway and Gary L. Herman (as a Managing Members of Galloway Capital Management LLC) are deemed to beneficially own an aggregate of 3,955,590 shares of Common Stock, representing approximately 9.00% of the number of shares of Common Stock stated to be outstanding by the Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006. Strategic Turnaround Equity Partners, L.P. (Cayman) is deemed to be the direct beneficial owner of 3,955,590 shares of Common Stock. Galloway Capital Management LLC is deemed to be the indirect beneficial owner of 3,955,590 shares of Common Stock. Bruce Galloway and Gary L. Herman are deemed to be the indirect beneficial owners of 3,941,890 shares of Common Stock. Each of Galloway Capital Management LLC, Bruce Galloway and Gary L. Herman disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by Strategic Turnaround Equity Partners, L.P. (Cayman) (except for (i) the indirect interest of Galloway Capital Management LLC by virtue of being the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman), (ii) the indirect interests of Bruce Galloway and Gary L. Herman by virtue of being members of Galloway Capital Management LLC, and (iii) the indirect interests of Bruce Galloway and Gary L. Herman by virtue of being limited partners of Strategic Turnaround Equity Partners, L.P. (Cayman). Galloway Capital Management LLC, Gary L. Herman and Bruce Galloway have shared power to direct the vote and shared power to direct the disposition of these shares of Common Stock.

Of the total 864,199 shares of common stock directly held by Mr. Galloway, 748,740 are held by Mr. Galloway through the Bruce Galloway, IRA, 55,000 shares of common stock are owned by Mr. Galloway’s children, Justin and Alana, for which Mr. Galloway has the power to vote and dispose, and 60,450 shares of common stock are held by RexonGalloway Capital Growth, an investment company in which Mr. Galloway is a member ("RexonGalloway") and for which Mr. Galloway retains full investment and voting discretion.

Gary L. Herman directly beneficially owns 60,000 shares of common stock, 30,000 shares of which are held individually and 30,000 shares are held through the Gary Herman, IRA.

(c)

Other than as set forth in this Report, the Reporting Persons and the executive officers and directors listed in Item 2 have not effected any transactions in the shares of the Company’s equity securities within the past 60 days.

(d)

Not applicable.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With the Issuer.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 is a letter to the Board of Directors dated April 25, 2007.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Strategic Turnaround Equity Partners, L.P. (Cayman)

April 25, 2007	By: /s/ Gary Herman Name: Gary Herman Title: Managing Member of Galloway Capital Management LLC, the General Partner of Strategic Turnaround Equity Partners, L.P. (Cayman)

	Galloway Capital Management, LLC

April 25, 2007	By: /s/ Bruce Galloway Name: Bruce Galloway Title: Managing Member


	Gary L. Herman

April 25, 2007	/s/ Gary L. Herman


	Bruce Galloway

April 25, 2007	/s/ Bruce Galloway

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-1 2 v072542_ex1.htm Unassociated Document

Strategic Turnaround Equity Partners, LP (Cayman)

c/o Galloway Capital Management, LLC

720 Fifth Avenue, 10^th Floor

New York, NY 10019

April 25, 2007

By Overnight Mail, E-mail

and Facsimile ((206) 336-5401)

Board of Directors

Stonepath Group, Inc.

World Trade Center

2200 Alaskan Way, Suite 200

Seattle, WA 98121

Martin Mueller-Roenheld, Chairman

Dear Mr. Mueller-Roenheld and Members of the Board:

As you know, our fund, Strategic Turnaround Equity Partners, LP (Cayman) and its affiliates are significant shareholders of Stonepath Group, Inc. (“Stonepath” or the “Company”).

I read the 8-K’s which were filed on April 24, 2007 with the Securities and Exchange Commission. As you know the 8-K’s which were filed addressed several key changes within the business of Stonepath which need to be more fully addressed by the Company, and which I shall discuss below.

The first 8-K discusses the dismissal of Robert Arovas and the assumption of the duties as CEO by Mr. Mueller-Roenheld. While this is noble on your part, and you seem to have a good business background, you do not appear to have the requisite experience to operate a logistics company experiencing financial difficulties. I do not understand why the board would dismiss Mr. Arovas, considering the Company’s current situation, and the difficulty in hiring a qualified replacement. I strongly suggest that the board immediately rehire Mr. Arovas. Furthermore, the Board should immediately hire management consultants with strong experience in operating a logistics company in a difficult financial situation. To this point, yesterday afternoon I had a lengthy conference call with an internationally renowned turnaround firm, with strong experience and references in logistics sector turnarounds. They are prepared to take on this difficult but manageable situation at Stonepath. Further, they can provide Stonepath with strong crisis management experience, as well as the ability to raise financing to replace the Company’s current debt obligations.

Further, after completion of due diligence to our satisfaction and based on the assessment by the turnaround firm which I have highlighted above, we would be prepared to undertake an equity capital investment into Stonepath.

We remind you that if Mass Financial does not intend to move forward with a Transaction, which it appears they are not, we need to speak immediately so we can work with Stonepath’s board and management team to attempt to structure an alternative transaction. The Board of Directors has an obligation and fiduciary duty to pursue all financing options for the Company and protect the interests of all of its security holders. It would appear on its face, that you have not met this threshold.

The second 8-K discusses the default letters you received on April 17, 2007, for which you filed an 8-K 8 DAYS LATER. This is a material event which should have been disclosed to the shareholders of the Company immediately.

The third 8-K discusses the halt in trading of the Company’s stock with the American Stock Exchange. Not only is this an extreme detriment to the shareholders, but to further compound the problem, the Company has not even discussed options or efforts to relist the Company on an alternative exchange, including the Pink Sheets. We are prepared to assist the Company in this regard. At present, the shareholders have NO LIQUIDUTY IN THE COMMON STOCK and you as Chairman and CEO, as well as the Board do not appear to be taking any efforts to cure this situation.

We continue to strongly believe that it is in the best interests of the Company and all of its shareholders that representatives of the Company’s equity shareholders be immediately appointed to the Company’s board of directors to assure that the interests of shareholders are being properly represented. We strongly believe that Mr. Slobodan Andjic and Mr. Nowroz Jal Cama should immediately resign from the Board of Directors.

Mr. Mueller-Reinhold, it is our strong belief that this Company CANNOT be effectively managed by you operating from your photography company offices in Belgium, with little to no experience in the logistics business. While we believe you have good intentions, this company requires a devoted full time CEO who is familiar with the requirements of managing a U.S. listed public company in the logistics business. This Board of Directors MUST take steps to address by suggestions above. We have suggested a viable management and financing option for the Company.

We will do what is required to protect our investment and that of the common shareholders. You and the Board appear to be in horribly conflicted position and should our offer not be met with the consideration it merits, our counsel will be delighted to point that out in the lawsuit which will surely ensue.

Your duties to the stockholders require you promptly, and with an open mind, to explore the options laid out above. Inaction on your part will be actionable as well.

We request your response to this letter immediately to address our concerns. Please respond via mail to the undersigned at the address indicated above, or by calling Gary Herman, Managing Member at (212) 247-0581.

Very truly yours,

Gary Herman

Managing Member

cc: Kenneth Koch, Esq.
Mintz Levin Cohen Ferris Glovsky & Popeo, P.C.

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