SecProbe.io

Mail Stop 3561          July 16, 2009   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 March 31, 2009 Filed May 15, 2009
 File No. 000-50283

Dear Mr. Crain:

We have reviewed your response letter  dated May 29, 2009 and have the following
comments.  Unless otherwise indicated, we  think you should revise your document 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.  Af ter 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.
July 16, 2009 Page 2  Annual Report on Form 10-K for the fiscal year ended June 30, 2008

 Financial Statements, page F-1

Notes to the Consolidated Financial Statements, page F-8
Note 2 – Summary of Significant Accounting Policies, page F-9
j) Revenue Recognition and Purchase d Transportation Costs, page F-11
 1. We note your response to our prior comme nt number five.  Please note that
method 2 of EITF 91-9 is not considered an acceptable method of revenue recognition as revenue is recognized in advance of perf ormance and liabilities are
recognized before they are incurred.  Fu rther, we do not agree that the company
has substantially completed all work that  is required in connection with the
recognition of revenue at the time it tende rs the freight to the underlying asset-
based carrier given the fact that it is the primary obligor responsible for providing
the service desired by the customer and are responsible for fulfillment, including the acceptability of the service(s) or dered or purchased by the customer and
assumes credit risk in which case in  the event of non- fulfillment of the
transportation services, you woul d bear the risk of loss.  In this regard, it does not
appear your revenue and expense recogn ition methods are in accordance with
GAAP.  Please revise your revenue rec ognition footnote in future filings to
specifically state that its current met hodology is not in accordance with GAAP;
however, if one of the acceptable methods  under EITF 91-9 had been applied that
the differences would not be material.  Tell us which acceptable method you considered in your determination that  the recognition of revenue and costs
incurred would not be materially differe nt from that of your current methodology.
As part of your next response to us, pl ease confirm your understanding that to the
extent the differences become material in  the future you will be required revise
your methodology accordingly.
 2. In a related matter, it appears as tho ugh you are estimating costs and using the
“accrue in advance” methodology for purchas ed transportation capacity costs.
Please note that costs accrued prior to when they are incurred is not in accordance with GAAP.  Please explain to us in gr eater your revenue generation process and
the timing of when revenue, estimated tr ansportation costs, costs of sales,
purchased transportation costs and other related costs are re cognized within your
financial statements.  We may have  further comment upon receipt of your
response.

Condensed Consolidated Balance Sheets, page 3

3. We note from your response to prior comme nt 13 that to the extent amounts under
the dispute with Mr. Friedman are re solved favorably to the company, the
liabilities will be reduced with a co rresponding reduction in goodwill.  It is
unclear how exactly such a reduction in goodwill will be recorded given that in

Mr. Bohn H. Crain, CEO
Radiant Logistics, Inc.
July 16, 2009 Page 3
your December 31, 2008 10-Q, an impairment charge was taken, reducing the amount of goodwill to zero.  Please tell us how you plan to account for the reduction in liabilities, if any, resulting from a favorable outcome of the dispute
and the accounting literature  which supports your accounti ng treatment.  Further,
as previously requested, revise your disclo sure in future filings to disclose the
nature of the accrual amount.  Your revised disclosure should be similar in detail as provided in your response to us.
  Forms 10-Q for the quarterly periods ended December 31, 2008 and March 31, 2009

 Condensed Consolidated Statements of Operations, page 4

 4. Reference is made to line item “Goodwill impairment” of $11.4 million presented
on the face of your statements of operat ions during the quarter ended December
31, 2008.  Please note that goodwill impairmen t losses shall be presented as a
separate line item in the income statem ent before the subtotal income from
continuing operations.  In this regard, pl ease revise your filing to include such
losses as part of operating expenses rather  than other income (expense).  Further,
in light of the significance of the goodwill impairment charge, we believe you
should amend your filings.  Refer to the guidance in paragraph 43 of SFAS No.
142.

Condensed Consolidated Statements of Cash Flows, page 6

Supplemental disclosure of non-cash invest ing and financing ac tivities, page 7
 5. We note the recognition of a goodwill im pairment recovery of $190,000 during
the three months ended March 31, 2009.  Please note that paragraph 20 of SFAS No. 141 states that “After a goodwill impair ment loss is recognized, the adjusted
carrying amount of goodwill shall be its new accounting basis.  Subsequent
reversal of a previously recognized goodwill impairment loss is prohibited once the measurement of that loss is complete d.”  In this regar d, we believe your
treatment does not comply with the guidance prescribed above.  Please advise or
alternatively, you may revise your financial statements accordingly.

********

Mr. Bohn H. Crain, CEO
Radiant Logistics, Inc. July 16, 2009 Page 4
 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