SecProbe.io

December 19 , 2012

Via E-Mail
Mr. Todd E. Macomber
Chief  Financial  Officer
Radiant Logistics , Inc.
405 114th Avenue S.E., Third Floor
Bellevue, WA 98004

Re: Radiant Logistics , Inc.
 Form 10-K for the year ended June 30, 2012
Filed September 26 , 2012
  File No.  001-35392

Dear  Mr. Macomber :

We have reviewed your filing  and have the following comments .  In some of our
comments, we may ask you to provide us with information  so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe ou r comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Management’ s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 25

1. Please revise and expand your MD&A in future filings to separately quantify and discuss
factors responsible for changes in results of operations duri ng the periods presented in the
Company’s financial statements as required by Item 303 of Regulation S -K.  As part of
your revised disclosure, please revise to quantify and discuss the impact of each
significant component that caused a certain income state ment line item to materially vary
(or not vary when expected to), such as the impact of significant acquisitions for
example.  In this regard, we note that even though assets have increased significantly
since June 30, 2010, operating income and net income  have decreased; therefore, a more
thorough analysis should be presented to enable investors to understand the reasons for
the declines in operating income and net income.  This disclosure  should be presented in
a manner so as to allow investors to discern  the relative contribution of each of multiple

Mr. Todd E. Macomber
Radiant Logistics, Inc.
December 19 , 2012
Page 2

 components cited to the total change of the item discussed.  Please provide us with an
example of your revised disclosure based on the most recent financial information
presented.

2. We note your pre sentation of Adjusted EBITDA and the related reconciliation to the
most comparable GAAP measure on page 26 which has been presented prior to your
presentation of your GAAP results of operations. Please revise future filings so that you
present and discuss your resul ts of operations in accordance with GAAP prior to the
presentation of any non -GAAP financial measures. Refer to the guidance outlined in Rule
10(e) of Regulation S -K which requires that GAAP measures be presented with equal or
greater prominence than any n on-GAAP measures.

Supplemental Pro Forma Information, page 28

3. Please expand your disclosure to include (i) the nature and reason for this pro forma
information and how the presentation was derived; (ii) why management believes the
presentation to be usef ul; and (iii) any potential risks associated with using this
information.   In addition, please also include disclosure of the nature to the adjustments
that were made in deriving this pro forma information.   Please revise accordingly.

Item 7A. Quantita tive and Qualitative Disclosures About Market Risk, page 34

4. In future filings, please revise to include the quantitative disclosures required about
market risk in one of the suggested formats outlined in Item 305(a)(1) of Regulation S -K,
as appropriate .

Signatures, page 41

5. Please confirm that in future filings the second half of the signature block will be signed
by a person with the indicated capacity of either principal accounting officer or
controller.

Note 2(j) – Business Combinations, page F -11

6. Reference is made to the last sentence in this note whereby we note you recorded a
reduction to contingent consideration of $900,000 in the year ended June 30, 2012.   As
this adjustment was significant to income from operations and net income, please expa nd
your disclosure to state (i) the acquisition that was impacted by this adjustment; and (ii)
the nature of such adjustment including why you originally recorded this contingent
consideration and the reasons the amount is reversed into income during the 2 012 fiscal
year.

Notes 6 and 7 – Acquisitions of Isla and ALBS, pages F -14 – F-16

Mr. Todd E. Macomber
Radiant Logistics, Inc.
December 19 , 2012
Page 3

7. From both of these acquisition footnotes as well as the information in Note 15
(Contingent Consideration and Earn -out Payments), these acquisitions had contingent
consid eration that would be paid to the former shareholders if certain amount of
performance measures were met.   We also note in the Form 8 -K (Item 8.01 – Other
Events) dated November 15, 2011 on the Isla acquisition that an employment agreement
was executed wi th the founder and former employee of the seller, Mr. Johnathan Fuller.
Please completely and clearly tell us your consideration of the guidance in ASC Topic
805-10-55-24 and 25 on why management believed that the contingent payments are
contingent consid eration in these business combinations and not the result of a separate
transaction.  Your response should include the nature of any other arrangements included
within these acquisitions.    We may have further comment upon receipt of your response.

Note 18-Operating and Geographic Segment Information, page F -26

8. We note that the company continues to operate in a single operating segment.  Given the
significance of the recent acquisitions and the fact that operating income and net income
declined, please t ell us what consideration, if any, was given to whether the recent
acquisitions might have different economic characteristics than the business prior to the
acquisition.  As part of your response, please explain in detail how your chief operating
decision maker reviews the Company’s financial results for purposes of making decisions
about allocating resources and for purposes of assessing performance. Also, if you
believe that it is appropriate to aggregate your operating segments, please explain in
detail how they meet the criteria required for aggregation outlined in ASC 280 -10-50-11-
paragraph 17 of SFAS No. 131. As part of your response, please explain in detail why
you believe the aggregated operations have similar economic characteristics and provide
us with revenue and operating income information for each segment in support of your
response. We may have further comment upon receipt of your response.

Note 19 -Quarterly Financial Data Schedule, page F -26

9. Please revise future filings to include disclosure of the effect of any unusual or infrequently
occurring items (litigation settlement, change in contingent consideration, etc.) that are
recognized in any of the quarters presented. See guidance in Item 302(A)(3) of Regulation S -
K.

We urge all p ersons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its ma nagement 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.

In connection with responding to our comments, please p rovide, in writing, a statement
from  the company acknowledging that:

Mr. Todd E. Macomber
Radiant Logistics, Inc.
December 19 , 2012
Page 4

  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.

You may contact Effie Simpson at (202) 551 -3346 , or in h er absence, Joe Foti  at (202)
551-3750 if you have questions regarding comments on the financial statements and related
matters.  Please contact Dana Brown at (202) 551 -3589 or Lauren Nguyen at (202) 551 -3642
with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief