SecProbe.io

Mail Stop 3561          A p r i l  9 ,  2 0 0 9    Via Fax & U.S. Mail

 Mr. Bohn H. Crain, Chief Executive Officer Radiant Logistics, Inc. 1227 120
th Avenue NE
Bellevue, Washington 98005

Re: Radiant Logistics, Inc.
 Form 10-K for the fiscal year ended June 30, 2008
Filed September 29, 2008 Form 10-Q for the fiscal quarter ended December 31, 2008 Filed February 13, 2009
 File No. 000-50283

Dear Mr. Crain:

We have reviewed your filings and have the following comments.  Unless otherwise
indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response
should be submitted in electronic form, under the label “corresp” with a copy to the staff.
Please respond within ten (10) business days.

Mr. Bohn H. Crain, CEO
Radiant Logistics, Inc.
April 9, 2009 Page 2  Annual Report on Form 10-K for the fiscal year ended June 30, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 19
Results of Operations, page 22
Fiscal year ended June 30, 2008 compared to fiscal year ended June 30, 2007, page 22
Overview, page 22
 1. We note your presentation of adjusted EBIT DA.  If management believes that a
credit agreement is a material agreement, that the covenant is a material term of
the credit agreement and that information about the covenant is material to an
investor's understanding of the company' s financial condition and/or liquidity,
then you should disclose those facts in  addition to your presentation of the
measure as calculated by the debt covenant in the liquidity section of MD&A.
You should also discuss the following:
- the materiality of the credit agreement and the covenant;
- the amount or limit required for co mpliance with the covenant; and
- the actual or reasonably likely e ffects of compliance or non-compliance
with the covenant on the company' s financial condition and liquidity.

Discussion of the non-GAAP financial meas ure for other purposes would not be
permitted unless otherwise allowable under It em 10(e) of Regulation S-K.  Please
refer to Questions 10 and 14 of “Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures,” prep ared by Staff Members in the Division
of Corporation Finance, U.S. Securiti es and Exchange Commission, dated June
13, 2003 and revise future filings appropriately.
Executive Compensation, page 33

 2. We refer to footnotes 6 on page 33 and 8 on page 34.  Please tell us the nature and
business purpose of the December 2 005 agreement that resulted in the
amortization of moving expenses over multiple fiscal years.  Your response should include how you originally account ed for such expenses, the original
amount of the expenses, why it is appropriate to amortize the expenses, and tell us
over how many years such amortization will continue.  Please include specific
references to the relevant technical accounting literature which supports your
conclusions in your response.
 Financial Statements, page F-1

Consolidated Statements of Cash Flows, page F-6
 3. Please refer to the line item “Payment to  former shareholders of Airgroup” under
financing activities in th e amount of $500,000 during the fi scal year ended June

Mr. Bohn H. Crain, CEO
Radiant Logistics, Inc.
April 9, 2009 Page 3
30, 2008.  Based on your disclosures in note 4 – it appears this payment was part
of the cash consideration paid for the acquisition of Airgroup.  If so, we are
unclear as to why you have classified this  payment as a financing activity rather
than an investing activity.  Please advise an d/or revise to prop erly classify this
amount in investing activiti es in accordance with paragraph 15 of SFAS 95.
 Notes to the Consolidated Financial Statements, page F-8

General
 4. We note from page 23 that the compa ny generates domestic and international
transportation revenues.  We further note that the company is involved in several different revenue streams with the acqui sitions of Adcom and Airgroup.  Please
tell us to what extent you considered the existence of newly acquired operating
segments with regards to recent business combinations.  Refer to SFAS 131 and advise.  Furthermore, notwithstanding th e above, please revise future filings to
include the disclosures required by paragr aphs 36 through 39 of SFAS 131.
 Note 2 – Summary of Significant Accounting Policies, page F-9

j) Revenue Recognition and Purchase d Transportation Costs, page F-11
 5. According to your revenue recognition f ootnote, we note that revenue from
freight forwarding and export services is recognized at the time freight is tendered
to the direct carrier at origin and that direct expenses associated with the cost of
transportation are accrued concurrently.  We  also note that at the time revenue is
recognized on a shipment, you record costs related to that shipment based on the
estimate of total purchase transportation co sts.  In this rega rd, it appears that you
may be recognizing revenue in advance of  performance and costs prior to being
incurred.  Further, it is unclear to  us how your revenue recognition policy
complies with any of the acceptable methods outlined in EITF No. 91-9.  Please tell us how your revenue and related expense recognition policy complies with one of the acceptable methods prescribed  in EITF No. 91-9 which provides that
recognition of freight revenue should occu r when shipment has been completed
and expenses are incurred.  We may ha ve further comment upon receipt of your
response.
 Note 4 – Acquisitions – Airgroup, page F-13

 6. Reference is made to your disclosure re garding the adjustment of $1.4 million to
reduce the estimate of accrued transportati on costs resulting in the recognition of
$1.4 million in other income.  Please explain to us in further detail the nature,
facts and circumstances surrounding the ad justment, including why you believe it
was appropriate to reduce the estimate during the quarter ended December 31, 2007.  As part of your response, tell us th e amount that was originally booked and
how you calculated or determined the require ment at time of ac quisition and as of

Mr. Bohn H. Crain, CEO
Radiant Logistics, Inc.
April 9, 2009 Page 4
December 31, 2007.  We may have fu rther comment upon receipt of your
response.
 Note 6 – Acquisition of assets – Automotive, page F-14

 7. Reference is made to the Asset Purchase Agreement with Mass.  It appears that although you refer to the acquisition as an asset purchase, it is actually an
acquisition of a business for which you have accounted for under purchase accounting.  If so, please revise your notes in future filings to clar ify this.  If this
was not an acquisition of a business, pleas e explain in detail as to the reasons
why.
 Note 7 – Variable Inte rest Entity, page F-15

 8. We refer to the following disclosu res located in your annual report:
• The first paragraph on page 39 states  that your CEO, Mr. Bohn Crain, has
an ownership interest in RLP that ent itles him to the majority of profits
and distributable cash from RLP.
• The second paragraph on page 39 stat es that Airgroup will receive a 40%
share of profits and losses from RLP and Radiant Capital will receive 60%
of such profits or losses.
• Note 8 on page F-15 states that Radi ant Capital’s ownership interest in
RLP entitles it to the majority of profits  and distributable cash from RLP.

Given the statements included in your Form 10-K, it is unclear to us why the
company is the primary beneficiary unde r FIN46(R) and thereby consolidates
RLP.  In this regard, please explain to us and revise your notes in future filings to
disclose in greater detail, why you believe  it is appropriate to consolidate RLP
under FIN46(R).  As part of your response to us, please provide us with your analysis for determining RLP as a vari able interest under FIN46(R).  We may
have further comment upon receipt of your response.
9. Assuming consolidation for RLP is appropria te, please clarify for us and in future
filings, your accounting treatment for the minority interest and explain why minority interest is presented as an asset on the face of your ba lance sheet as of
June 30, 2008.  As part of your response, please tell us how you have considered the guidance prescribed in paragraph 15 of ARB 51.  Refer to ARB 51 and please
advise us of your accounting treatment.
 Note 12 – Contingencies, page F-18

 10. We refer to the disclosure of multiple lawsuits in progress on page 17.  Please
revise your notes in future filings to di sclose your legal proceedings and amounts,
if any, you have accrued in your financia l statements for these contingencies

Mr. Bohn H. Crain, CEO
Radiant Logistics, Inc.
April 9, 2009 Page 5
under SFAS 5.  If you have not accrued a ny amounts, please explain why.  In
future filings, please revise your disclosu res to include the damages sought in
each case, if known.
Note 16 – Valuation and Qualifying Accounts, page F-23

 11. We note that the company had large write -offs and charges to expense for the
allowance for doubtful accounts during your  fiscal year ended June 30, 2008.
Please tell us, and revise future filings to disclose the underlying reason(s) for the
significant charges and write-offs.
  Quarterly Report on Form 10-Q for the quarter ended December 31, 2008

General

12. Please address our comments on the compa ny’s annual report on Form 10-K, in
future quarterly reports on Form 10-Q, where applicable.
 Condensed Consolidated Balance Sheets, page 3

 13. We note the line item “Due to former Ad com Shareholder.”  It appears this
amount represents the present value of possible earn out payments detailed on
page 35.  We further note on page 34 th at certain amounts are under dispute with
Mr. Friedman, the former Adcom shareholder and that the company has fully reserved for these amounts.  Please clarify for us an in the notes to your financial
statements whether the amounts fully rese rved represent the balance sheet line
item “due to former Adcom shareholder” or if other amounts are in dispute.
Furthermore, please disclose the nature  of the dispute and amounts accrued under
SFAS 5.
 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 20
Results of Operations, page 23
Basis for presentation, page 23
 14. You indicate that the results of operations is presented utilizing a combination of
historical and where applicable, pro forma information.  We also see that your discussion of changes in hi storical results of operations is supplemented by a
discussion of changes in pro forma results of operations.  We believe you should also provide a table with the historic al operating results of the company the
business acquired prior to the date of combination alongside your pro forma
results as it provides the reader with a better understanding of how your pro forma
results were derived.  Further,  please tell us, and revise future filings to disclose,

Mr. Bohn H. Crain, CEO
Radiant Logistics, Inc.
April 9, 2009 Page 6
how the pro forma financial data is de rived.  Specifically, you should clearly
disclose the differences between the hist orical and pro forma amounts and clarify
the Adcom acquisition is the only transaction reflected in  such pro forma results.
Please advise and revise future filings appropriately.
 Supplemental Pro Forma Information, page 26

 15. Reference is made to the financial inform ation presented in the table on page 27.
Although you state that the table compares certain pro forma and unaudited condensed consolidated statements of in come data, it appears that the financial
results for the three months ended December 31, 2008 are the company’s actual results.  In this regard, please revise fu ture filings to clearly indicate whether the
amounts represent actual versus pro forma fi nancial data.  Each column should be
clearly labeled whether the financial info rmation is derived from pro forma or as
reported data.
  Periodic Report on Form 8-K filed November 5, 2008

 Unaudited Pro Forma Condensed Consolidated Statement of Operations

16. It appears the pro forma financial statem ents were prepared based on the year-end
of Radiant Logistics.  In this regard, pl ease clarify for us and disclose in future
filings, where appropriate, how the fiscal  year ended June 30, 2008 historical
information of Adcom was derived.

17. We note several adjustments to the una udited pro forma condensed consolidated
statement of operations that require calcul ations.  For example, adjustments c) and
d) reflecting amortization and taxes.  In all future filings, pro forma adjustments
should be presented in a sufficient level of detail to enable the reader to
understand how the amounts were calculated or determined

********

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Bohn H. Crain, CEO
Radiant Logistics, Inc. April 9, 2009 Page 7
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Heather Clar k at 202-551-3624 or Jean Yu  at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3813 w ith any other questions.

Sincerely,

Linda Cvrkel Branch Chief