SecProbe.io

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  CORRESP

January 7, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC  20549

     Re:

     Radiant Logistics, Inc.

     Registration Statement on Form S-3

     Filed December 22, 2025

     Commission File No. 333-292365

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Radiant Logistics, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-292365), so that it may become effective at 4:00 p.m. on January 9, 2026, or as soon thereafter as practicable.

Thank you for your prompt attention to this request.  Should you have any questions, please contact Stephen Cohen of Fox Rothschild LLP, counsel to the Registrant, at (215) 299-2744.

     Very truly yours,

     RADIANT LOGISTICS, INC.

     By: /s/ Todd Macomber_________

            Todd Macomber

            Chief Financial Officer

  Triton Towers Two • 700 S Renton Village Place • Seventh Floor • Renton, WA 98057

425-462-1094 • Fax 425 462-0768 • www.radiantdelivers.com

January 7, 2026
Bohn H. Crain
Chief Executive Officer
Radiant Logistics, Inc.
Triton Towers Two
700 S. Renton Village Place, Seventh Floor
Renton, WA 98057
Re:Radiant Logistics, Inc.
Registration Statement on Form S-3
Filed December 22, 2025
File No. 333-292365
Dear Bohn H. Crain:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Stephen M. Cohen, Esq.

September 26, 2024
Todd Macomber
Chief Financial Officer
Radiant Logistics, Inc.
Triton Towers Two
700 S. Renton Village Place
Seventh Floor
Renton, WA 98057
Re:Radiant Logistics, Inc.
Form 8-K
Filed March 20, 2024
File No. 001-35392
Dear Todd Macomber:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Pat Pazderka

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  CORRESP

  June 18, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F. Street, NE

  Washington, DC 20549

    Re:

    Securities and Exchange Commission Staff Comments dated June 4, 2024

    regarding Radiant Logistics, Inc.

    Form 8-K

    Filed March 20, 2024

    File No. 001-35392

  Ladies and Gentlemen:

  We are submitting this letter on behalf of Radiant Logistics, Inc. (the “Company”, “we”, or “our”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated June 4, 2024, relating to the Company’s Form 8-K submitted to the Commission on March 20, 2024. The numbered paragraph below corresponds to the numbered comment in the Staff’s letter, and the Staff’s comment is presented in bold.

  Our response is as follows:

  Form 8-K

  Item 1.05 Material Cybersecurity Incidents, page 1

  1. We note the statement you experienced a cybersecurity incident that, as of the date of the filing, did not have a material on your overall operations. Please advise us as to why you determined to file under Item 1.05 of Form 8-K given the statement that, as of the date of the filing, the incident did not you have a material impact on the Company’s overall operations and you had not yet determined the incident is reasonably likely to materially impact your financial condition or results of operations.

  Company’s Response:

  Out of an abundance of caution based on the fluidity of a materiality determination while a cybersecurity incident investigation is ongoing and review of the disclosures from other issuers being filed under Item 1.05 of Form 8-K, we felt that it was appropriate to disclose our cybersecurity incident promptly with the information we had at the time.  Based on the Statement from the Director of the Division of Corporation Finance of the Commission released on May 21, 2024 (Disclosure of Cybersecurity Incidents Determined to be Material and Other Cybersecurity Incidents) and the ultimate results of our cybersecurity incident investigation, in retrospect it appears that a filing under Item 8.01 of Form 8-K would have been more appropriate.  In the event of any future cybersecurity incidents, we understand the materiality requirement for disclosure under Item 1.05 of Form 8-K.

  Thank you for your comment. Please call me at (425) 943-4541 with any questions.

    Sincerely,

    RADIANT LOGISTICS, INC.

    By: _/s/ Todd E. Macomber_______________

     Todd E. Macomber

     SVP& Chief Financial Officer

    cc:	Pat Pazderka, Fox Rothschild LLP

Triton Towers Two • 700 S Renton Village Place • Seventh Floor • Renton, WA 98057

425-462-1094 • Fax 425 462-0768 • www.radiantdelivers.com

United States securities and exchange commission logo
June 4, 2024
Todd Macomber
Chief Financial Officer
Radiant Logistics, Inc.
Triton Towers Two
700 S. Renton Village Place
Seventh Floor
Renton, WA 98057
Re:Radiant Logistics, Inc.
Form 8-K
Filed March 20, 2024
File No. 001-35392
Dear Todd Macomber:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K
Item 1.05 Material Cybersecurity Incidents, page 1
1.We note the statement you experienced a cybersecurity incident that, as of the date of the
filing, did not have a material on your overall operations. Please advise us as to why you
determined to file under Item 1.05 of Form 8-K given the statement that, as of the date of
the filing, the incident did not you have a material impact on the Company’s overall
operations and you had not yet determined the incident is reasonably likely to materially
impact your financial condition or results of operations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameTodd Macomber
 Comapany NameRadiant Logistics, Inc.
 June 4, 2024 Page 2
 FirstName LastName
Todd Macomber
Radiant Logistics, Inc.
June 4, 2024
Page 2
             Please contact Cheryl Brown at 202-551-3905 or Sebastian Gomez Abero at 202-551-
3578 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Pat Pazderka

United States securities and exchange commission logo
May 5, 2022
Bohn Crain
Chief Executive Officer
Radiant Logistics, Inc.
Triton Towers Two
700 S. Renton Village Place
Seventh Floor
Renton, WA 98057
Re:Radiant Logistics, Inc.
Registration Statement on Form S-3
Filed April 27, 2022
File No. 333-264498
Dear Mr. Crain:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Irene Barberena-Meissner,
Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Stephen M. Cohen, Esq.

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  CORRESP

  May 5, 2022

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F. Street, NE

  Washington, DC 20549

    Re:

    Radiant Logistics, Inc.

    Registration Statement on Form S-3

    Filed April 27, 2022

    Commission File No. 333-264498

  Ladies and Gentlemen:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Radiant Logistics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-264498) (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Time on May 9, 2022, or as soon thereafter as practicable.

  Thank you for your prompt attention to this request. Should you have any questions, please contact Patrick Pazderka of Fox Rothschild LLP, counsel to the Registrant, at (612) 607-7557.

    Very truly yours,

    RADIANT LOGISTICS, INC.

    By: _/s/ Bohn H. Crain__________________

     Bohn H. Crain

     Chief Executive Officer

  Triton Towers Two • 700 S Renton Village Place • Seventh Floor • Renton, WA 98057

  425-462-1094 • Fax 425 462-0768 • www.radiantdelivers.com

CORRESP
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  CORRESP

  May 5, 2022

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F. Street, NE

  Washington, DC 20549

    Re:

    Radiant Logistics, Inc.

    Registration Statement on Form S-3

    Filed April 27, 2022

    Commission File No. 333-264498

  Ladies and Gentlemen:

  Radiant Logistics, Inc. (the “Registrant”) hereby respectfully requests withdrawal of its acceleration request filed on May 4, 2022 relating to the effectiveness of its Registration Statement on Form S-3 (File No. 333-264498).

  Thank you for your prompt attention to this request. Should you have any questions, please contact Patrick Pazderka of Fox Rothschild LLP, counsel to the Registrant, at (612) 607-7557.

    Very truly yours,

    RADIANT LOGISTICS, INC.

    By: _/s/ Bohn H. Crain__________________

     Bohn H. Crain

     Chief Executive Officer

  Triton Towers Two • 700 S Renton Village Place • Seventh Floor • Renton, WA 98057

  425-462-1094 • Fax 425 462-0768 • www.radiantdelivers.com

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  CORRESP

  May 4, 2022

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F. Street, NE

  Washington, DC 20549

    Re:

    Radiant Logistics, Inc.

    Registration Statement on Form S-3

    Filed April 27, 2022

    Commission File No. 333-264498

  Ladies and Gentlemen:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Radiant Logistics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-264498) (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Time on May 6, 2022, or as soon thereafter as practicable.

  Thank you for your prompt attention to this request. Should you have any questions, please contact Patrick Pazderka of Fox Rothschild LLP, counsel to the Registrant, at (612) 607-7557.

    Very truly yours,

    RADIANT LOGISTICS, INC.

    By: _/s/ Bohn H. Crain__________________

     Bohn H. Crain

     Chief Executive Officer

  Triton Towers Two • 700 S Renton Village Place • Seventh Floor • Renton, WA 98057

  425-462-1094 • Fax 425 462-0768 • www.radiantdelivers.com

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January 31, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC  20549

Re:

Radiant Logistics, Inc.

Registration Statement on Form S-3

Filed December 14, 2018

Commission File No. 333-228833

Ladies and Gentlemen:

Radiant Logistics, Inc. (the “Company”) hereby respectfully requests withdrawal of its acceleration request filed on January 2, 2019 relating to the effectiveness of its Registration Statement on Form S-3 (File No. 333-228833).  The Company is submitting a new acceleration request as provided herein.

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Company hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-228833), so that it may become effective at 4:00 p.m. on February 4, 2019, or as soon thereafter as practicable.

Thank you for your prompt attention to this request.  Should you have any questions, please contact Patrick Pazderka of Fox Rothschild LLP, counsel to the Registrant, at (612) 607-7557.

Very truly yours,

RADIANT LOGISTICS, INC.

By: /s/ Bohn H. Crain__________________

Bohn H. Crain

Chief Executive Officer

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January 2, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC  20549

Re:

Radiant Logistics, Inc.

Registration Statement on Form S-3

Filed December 14, 2018

Commission File No. 333-228833

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Radiant Logistics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-228833) (the “Registration Statement”), so that it may become effective at 4:00 p.m. on January 3, 2019, or as soon thereafter as practicable.

Thank you for your prompt attention to this request. Should you have any questions, please contact Patrick Pazderka of Fox Rothschild LLP, counsel to the Registrant, at (612) 607-7557.

Very truly yours,

RADIANT LOGISTICS, INC.

By:

  /s/ Bohn H. Crain

Bohn H. Crain

Chief Executive Officer

December 20, 2018
Bohn Crain
Chief Executive Officer
Radiant Logistics, Inc.
405 114th Avenue S.E., Third Floor
Bellevue, WA 98004
Re:Radiant Logistics, Inc.
Registration Statement on Form S-3
Filed December 14, 2018
File No. 333-228833
Dear Mr. Crain:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 3561

March 15 , 2016

Todd E. Macomber
Chief Financial  Officer
Radiant Logistics, Inc.
405 114th Avenue S.E.
Bellevue, Washington  98004

Re: Radiant Logistics, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2015
 Filed September 28, 2015
File No. 001-35392

Dear  Mr. Macomber :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  includes th e
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

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February 23, 2016

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Melissa Raminpour

Re: Radiant Logistics, Inc.

Form 10-K for the year ended June 30, 2015

Response dated February 17, 2016

File No. 001-35392

Dear Ms. Raminpour:

We thank you for your comment letter dated February 17, 2016 (the “Comment Letter”) addressed to Radiant Logistics, Inc. (the “Company”).  The following is in response to the Staff’s Comment Letter.  The comment is included in bold below and is numbered to correspond to the numbered paragraph in the Comment Letter. The Company’s response immediately follows the comment.

Form 10-K for the Fiscal Year Ended June 30, 2015

Supplemental Pro Forma Information, page 33 and Independent Auditors Report, page F-2

1.

We have reviewed your responses to prior comments 1 and 2 and note your intent to file an amendment to the June 30, 2015 Annual Report on Form 10-K (the “Form 10-K”) to include the proposed revisions. We also note that your proposed introductory paragraph to the supplemental pro forma information indicates that the pro forma results are also adjusted to reflect a consolidation of the historical results of operations of Wheels, and the Company as adjusted to reflect the amortization of acquired intangibles. In light of the additional adjustments noted in the footnotes below your pro forma statement of income data, please revise this introductory paragraph to disclose the nature of these additional pro forma adjustments. Please file the amended 10-K accordingly.

Response:

The Company will revise its introductory paragraph of the supplemental pro forma information to describe the nature of the additional pro forma adjustments. The Company has set forth below its proposed revised introductory paragraph and has highlighted the additional description in bold and italicized font.

“The results of operations discussion that appears below has been presented utilizing a combination of historical unaudited and, where relevant, pro forma unaudited information to include the effects on our consolidated financial statements of our acquisition of Wheels, as if we had acquired Wheels as of July 1, 2014. The pro forma results are also adjusted to reflect a consolidation of the historical results of operations of Wheels, and the Company as adjusted to reflect the amortization of acquired intangibles, increased interest expense, changes in taxes, increased stock compensation expense, and highlights the transaction costs incurred to complete the Wheels transaction. The pro forma results have been developed based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of this transaction.”

We believe that we have adequately responded to the outstanding comments.  Please call me directly at (425) 943-4541 with any questions or additional comments.  Thank you.

Very truly yours,

RADIANT LOGISTICS, INC.

      Todd E. Macomber

      Senior Vice President and Chief Financial Officer

Mail Stop 3561

February 17, 2016

Todd E. Macomber
Chief Financial  Officer
Radiant Logistics, Inc.
405 114th Avenue S.E.
Bellevue, Washington  98004

Re: Radiant Logistics, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2015
  Response dated February 9, 2016
File No. 001-35392

Dear  Mr. Macomber :

We have reviewed your February 9, 2016  response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do no t believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 10 -K for the Fiscal Year Ended June 30, 2015

Supplemental Pro Forma Information, page 33  and Independent Auditors Report, page F -2

1. We have reviewed your responses to prior comments 1 and 2 and note your intent to file
an amendment to the June 30, 2015 Annual Report on Form 10 -K (the “Form 10 -K”) to
include the propo sed revisions.  We also note that your proposed introductory paragraph
to the supplemental pro forma information indicates that the pro forma results are also
adjusted to reflect a consolidation of the historical results of operations of Wheels, and
the Co mpany as adjusted to reflect the amortization of acquired intangibles.  In light of
the additional adjustments noted in the footnotes below your pro forma statement of
income data, please revise this introductory paragraph to disclose the nature of these
additional pro forma adjustments. Please file the amended 10 -K accordingly.

Todd E. Macomber
Radiant Logistics, Inc.
February 17, 2016
Page 2

 We urge all persons 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 Exchan ge Act of
1934 and all applicable Exchange Act rules require.   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.

 In responding to our comments, please provide a written 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 Un ited States.

You may contact Beverly A. Singleton at (202) 551 -3328 or Claire Erlanger at (202) 551 -
3301 if you have questions regarding comments on the financial statements and related matters.
Please contact me at ( 202) 551 -3379  with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

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February 9, 2016

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Melissa Raminpour

Re: Radiant Logistics, Inc.

Form 10-K for the year ended June 30, 2015

Filed September 28, 2015

File No. 001-35392

Dear Ms. Raminpour:

We thank you for your comment letter dated January 11, 2016 (the “Comment Letter”) addressed to Radiant Logistics, Inc. (the “Company”).  The following is in response to the Staff’s Comment Letter.  Each comment is included in bold below and is numbered to correspond to the numbered paragraphs in the Comment Letter.  The Company’s responses immediately follow each comment.

Form 10-k for the Fiscal Year Ended June 30, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, Supplemental Pro Forma Information, page 33

1.We note your disclosure that the pro forma results disclosed reflect a consolidation of the historical results of operations of the Company and are adjusted to include the historical results of On Time, Wheels and SBA, as if you had acquired all of them as of July 1, 2013. Please note that Rule 11-02(c)(2)(i) ordinarily prohibits the disclosure of pro forma information for annual periods prior to the most recent fiscal year end. However, in light of the fact that you filed pro forma financial information for the year ended June 30, 2014 in a Form 8-K on April 27, 2015 to reflect the Wheels acquisition, your MD&A discussion of the pro forma results of operations for fiscal 2015 may be compared to the pro forma financial information for fiscal 2014 previously filed via the Form 8-K, which reflects only the Wheels acquisition. Also, all adjustments made to the pro forma amounts should be disclosed and discussed within MD&A. In this regard we note that in addition to depreciation and amortization pro forma adjustments, it appears there may be some adjustments to interest income and expense. Please revise accordingly.

Response:

The Company will amend the Pro Forma table to include only Wheels as if it had been acquired as of July 1, 2014.  The company will omit the prior year Pro Forma results pursuant to rule Rule 11-02(c)(2)(i) as well as the corresponding the year over year change columns.  Additionally, the Company will provide additional footnotes highlighting the increased incremental interest expense and increased incremental depreciation and amortization costs to the current year pro forma as if Wheels had been acquired as of July 1, 2014.

Supplemental Pro forma Information

Basis of Presentation

The results of operations discussion that appears below has been presented utilizing a combination of historical unaudited and, where relevant, pro forma unaudited information to include the effects on our consolidated financial statements of our acquisition of  Wheels, as if we had acquired Wheels as of July 1, 2014. The pro forma results are also adjusted to reflect a consolidation of the historical results of operations of Wheels, and the Company as adjusted to reflect the amortization of acquired intangibles. The pro forma results have been developed based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of this transaction.

The pro forma financial data is not necessarily indicative of results of operations that would have occurred had the acquisition been consummated at the beginning of the periods presented or which might be attained in the future.

The following table summarizes transportation revenue, cost of transportation and net transportation revenue (in thousands) for the fiscal years ended June 30, 2015 (pro forma and unaudited):

Twelve Months Ended June 30, 2015

Transportation revenue

$

751,330

Cost of transportation

596,338

Net transportation revenue

$

154,992

Net transportation margins

20.6%

The following table presents certain condensed consolidated statements of income data as a percentage of our net transportation revenue (in thousands) for the fiscal year ended June 30, 2015 (pro forma and unaudited):

Twelve Months Ended June 30, 2015

Percentage

Net transportation revenue

$

154,992

100

%

Operating partner commissions

60,355

38.9

%

Personnel costs

53,055

34.2

%

(a)

Selling, general and administrative expenses

23,265

15.0

%

(b)

Depreciation and amortization

11,745

7.6

%

(c)

Transition and Lease termination costs

769

0.5

%

Restructuring Costs

3,672

2.4

%

Impairment of Intangibles

831

0.5

%

Change in contingent consideration

(4,846

)

-3.1

%

Total operating expenses

148,846

96.0

%

Income from operations

6,146

4.0

%

Interest (expense) net

(5,565

)

-3.6

%

(d)

Other income (expense)

1,878

1.2

%

Income before income tax expense

2,459

1.6

%

Income tax expense

(861

)

-0.6

%

(e)

Net income

1,598

1.0

%

Less: Net income attributable to non-controlling interest

(81

)

-0.1

%

Net income attributable to Radiant Logistics, Inc.

1,517

1.0

%

Less: Preferred stock dividends

(2,045

)

-1.3

%

Net loss attributable to common stockholders

$

(528

)

-0.3

%

(a) - Includes $186 of stock based compensation expense for the first nine months related to the Wheels transaction

(b) - Includes $1,644 of transaction expenses related to the acquisition incurred by Radiant during the year ended June 30, 2015

(c) - Includes $4,209 of  amortization of intangibles expense for the first nine months related to the Wheels transaction

(d) - Includes $3,709 of interest expense for the first nine months related to the Wheels transaction

(e) - Includes a tax benefit of $1,517 for the first nine months related to the Wheels transaction

The following table provides a reconciliation for the fiscal year ended June 30, 2015 (pro forma and unaudited) of adjusted EBITDA to net (loss), the most directly comparable GAAP measure in accordance with SEC Regulation G (in thousands):

Twelve Months Ended June 30, 2015

Net transportation revenue

$

154,992

Net loss attributable to common stockholders

$

(528

)

Preferred stock dividends

2,045

Net income attributable to Radiant Logistics, Inc.

1,517

Income tax expense

861

Depreciation and amortization

11,745

Net interest expense

5,565

EBITDA

$

19,688

Share-based compensation

1,301

(a)

Change in contingent consideration

(4,846

)

      Transition and Lease termination costs

769

      Restructuring Costs

3,672

      Impairment of Intangibles

831

Foreign exchange loss

739

Adjusted EBITDA

$

22,154

As a % of Net Revenues

14.3

%

(a) - Includes $186 of stock based compensation expense for the first nine months related to the Wheels transaction

Report of Independent Registered Public Accounting Firm, page F-2

2.Please revise to include the city and state of the independent registered public accounting firm in the accountant’s report. Reference is made to Rule 2-02(a) of Regulation S-X.

Response:

The Company will amend its Form 10-K to include the city and state of the independent registered public accounting firm in the accountant’s report.

Financial Statements

Note 13. Operating and Geographic Segment Information, page F-27

3. Please expand the first table to also provide a reconciliation of the total income from operations to the amount of consolidated income before income taxes as reported on the face of the statements of operations and comprehensive income. Reference is made to ASC 280-10-50-30(b). This comment is also applicable to your September 30, 2015 Quarterly Report on Form 10-Q, pursuant to ASC 280-10-50-32(f).

Response:

The Company will revise its disclosure as requested by the Staff in future filings.  Specifically, the Company will incorporate two additional lines into the table to reflect “Other operating expense” and “Income before income taxes”.  The following is an example of the disclosure we expect to make in future filings:

Year ended June 30, 2015 (in thousands)

United States

Canada

Corporate/

Eliminations

Total

Revenues

$

473,683

$

29,923

$

(941

)

$

502,665

Net revenues

118,174

5,549

—

123,723

Income from operations

17,489

(144

)

(6,795

)

10,550

Other operating expense

471

251

1,856

2,578

Income before income taxes

17,018

(395

)

(8,652

)

7,971

Depreciation and amortization

5,197

880

282

6,359

Goodwill

43,185

19,904

—

63,089

Year ended June 30, 2014 (in thousands)

Revenues

$

349,133

$

—

$

—

$

349,133

Net revenues

99,235

—

—

99,235

Income from operations

15,156

—

(4,632

)

10,524

Other operating expense

(164

)

—

2,424

2,260

Income before income taxes

15,320

—

(7,056

)

8,264

Depreciation and amortization

4,297

—

235

4,532

Goodwill

28,247

—

—

28,247

4. Please expand the table of geographic revenues to also include the amount of long-lived assets located in the United States and those in other countries. To the extent long-lived assets are within Canada and are material as a result of the Wheels acquisition, please separately disclose this information. Reference is made to ASC 280-10-50-41(b).

Response:

The Company will revise its disclosure as requested by the Staff in future filings.  Specifically, the Company will insert a line item to reflect Long Lived Fixed Assets.  The following is an example of the disclosure we expect to make in future filings:

United States

Other Countries

Total

Year ended June 30:

2015

2014

2015

2014

2015

2014

Revenue

$

287,715

$

211,924

$

214,950

$

137,209

$

502,665

$

349,133

Cost of transportation

208,558

142,652

170,384

107,246

378,942

249,898

Net revenue

$

79,157

$

69,272

$

44,566

$

29,963

$

123,723

$

99,235

Long lived fixed assets (net)

$

11,204

$

1,265

$

1,972

$

—

$

13,176

$

1,265

The Company hereby acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to the 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.

We believe that we have adequately responded to the outstanding comments.  Please call me directly at (425) 943-4541with any questions or additional comments.  Thank you.

Very truly yours,

RADIANT LOGISTICS, INC.

By:  /s/ Todd E. Macomber

      Todd E. Macomber

      Senior Vice President and Chief Financial Officer

CORRESP
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CORRESP

 Radiant Logistics, Inc.

405 114th Avenue SE, Third Floor

Bellevue, WA 98004

 January 21, 2016

 VIA EDGAR

 United States Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Attention:
Melissa Raminpour, Branch Chief

Beverly A. Singleton

Claire Erlanger

Re:
Radiant Logistics, Inc.

Form 10-K for Fiscal Year Ended June 30, 2015

Filed September 28, 2015

File No. 001-35392

 Dear Ms. Raminpour:

Radiant Logistics, Inc. (the “Company”) hereby advises the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) that the Company has received the Staff’s letter dated January 11, 2016 (the “Comment Letter”), regarding the Commission’s review of the Company’s Annual Report on Form 10-K for its year
ended June 30, 2015. The Comment Letter indicates that the Company must respond within 10 business days from the date thereof or inform the Staff of when the Company will provide a response. Per the phone conversation on January 21, 2016,
between Beverly A. Singleton of the Staff and Stephen Brill of Fox Rothschild LLP, the Company’s outside counsel, the Company respectfully requests an additional 10 business days to respond to the Comment Letter. Ms. Singleton indicated
that the Staff would be willing to grant this extension, and requested that the Company file this letter confirming the request for an extension with the Commission via EDGAR. The Company intends to respond to the Comment Letter no later than
February 9, 2016.

 If you have any questions regarding the request made herein, please do not hesitate to call me at
(425) 462-1094.

 Thank you very much for your courtesy and cooperation in this matter.

 Very truly yours,

Radiant Logistics, Inc.

/s/ Todd Macomber

 Todd Macomber

 Senior Vice President and

Chief Financial Officer

Mail Stop 3561

January 11 , 201 6

Todd E. Macomber
Chief Financial  Officer
Radiant Logistics, Inc.
405 114th Avenue S.E.
Bellevue, Washington  98004

Re: Radiant Logistics, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2015
  Filed September 28, 2015
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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will re spond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 10 -K for the Fiscal Year Ended June 30, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Supplemental Pro Forma Information, page 33

1. We note your disclosure that the pro forma results disclosed reflect a consolidation of the
historical results of operati ons of the Company and are adjusted to include the historical
results of On Time, Wheels and SBA, as if you had acquired all of them as of July 1,
2013.  Please note that Rule 11 -02(c)(2)(i) ordinarily prohibits the disclosure of pro
forma information for annual periods prior to the most recent fiscal year end.  However,
in light of the fact that you filed pro forma financial information for the year ended June
30, 2014 in a Form 8 -K on April 27, 2015 to reflect the Wheels acquisition, your MD&A
discussion of the pro forma results of operations for fiscal 2015 may be compared to the
pro forma financial information for fiscal 2014 previously filed via the Form 8 -K, which

Todd E. Macomber
Radiant Logistics, Inc.
January 11 , 2016
Page 2

 reflects only the Wheels acquisition.   Also, all adjustments made to the pro forma
amoun ts should be disclosed and discussed within MD&A.  In this regard we note that in
addition to depreciation and amortization pro forma adjustments, it appears there may be
some adjustments to interest income and expense.  Please revise accordingly.

Report of Independent Registered Public Accounting Firm, page F -2

2. Please revise to include the city and state of the independent registered public accounting
firm in the accountant’s report.  Reference is made to Rule 2 -02(a) of Regulation S -X.

Financial Statem ents

Note 13. Operating and Geographic Segment Information, page F -27

3. Please expand the first table to also provide a reconciliation of the total income from
operations to the amount of consolidated income before income taxes as reported on the
face of the statements of operations and comprehensive income.  Reference is made to
ASC 280 -10-50-30(b).  This comment is also applicable to your September 30, 2015
Quarterly Report on Form 10 -Q, pursuant to ASC 280 -10-50-32(f).

4. Please expand the table of geogra phic revenues to also include the amount of long -lived
assets located in the United States and those in other countries.  To the extent long -lived
assets are within Canada and are material as a result of the Wheels acquisition, please
separately disclose  this information .  Reference is made to ASC 280 -10-50-41(b).

We urge all persons 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 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.

 In responding to our comments, pl ease provide a written 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 Com mission 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.

Todd E. Macomber
Radiant Logistics, Inc.
January 11 , 2016
Page 3

 You may contact Beve rly A. Singleton at (202) 551 -3328 or Claire Erlanger at (202) 551 -
3301 if you have questions regarding comments on the financial statements and related matters.
Please contact me at ( 202) 551 -3379  with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
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CORRESP

 May 26, 2015

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Re: Radiant Logistics,
Inc. (the “Company”)

 Registration Statement on Form S-3

File No. 333-203821

 Ladies
and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the
effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m. on Thursday, May 28, 2015, or as soon thereafter as is practicable.

The Company hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

RADIANT LOGISTICS, INC.

By:

 /s/ Bohn H. Crain

Bohn H. Crain

Chairman and Chief Executive Officer

 2

CORRESP
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CORRESP

 Radiant Logistics, Inc.

405 114th Avenue S.E.

Bellevue, WA 98004

 May 18, 2015

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Justin Dobbie, Legal
Branch Chief

Re:
Radiant Logistics, Inc.

 Registration Statement on Form S-3

Filed May 4, 2015

File No. 333-203821

 Dear
Mr. Dobbie:

 We thank you for your comment letter dated May 12, 2015 (the “Comment Letter”) addressed to
Radiant Logistics, Inc. (the “Company”). The following is in response to the staff’s Comment Letter. The comment is included in bold below and is numbered to correspond to the numbered paragraph in the Comment Letter. The
Company’s response immediately follows the comment. Concurrently with the filing of this letter, we have filed Amendment No. 1 to our Registration Statement on Form S-3 (the “Amended Registration Statement”).

Registration Statement Cover Page

1.
Please refer to footnote 1 of the Calculation of Registration Fee table. We note your disclosure that “[a]ny securities registered under this registration statement may be sold separately or as units.” We
note that the Calculation of Registration Fee table does not list units as a registered security. We also note that the prospectus and specifically the cover page, the Description of Securities to be Offered section on page 18 and the filed legal
opinion do not reference units. Please revise the registration statement and filed legal opinion as applicable.

 Response:

We have revised the registration statement and our legal counsel has revised the legal opinion to include a description of the units. Please
see the cover page and pages 1 and 35 of the Amended Registration Statement.

 United States Securities and

    Exchange Commission

 May 18, 2015

 Page
 2

 Exhibit 5.1

2. We note that the Form of Indenture filed as Exhibit 4.2 and any debt securities issued pursuant to such indenture are to be governed by New York law. We
also note that counsel has limited its opinion to Delaware law. As debt securities are contractual obligations, counsel must opine on the law of the jurisdiction governing the agreements pursuant to which the debt securities are issued to determine
whether or not it is an enforceable contract and, therefore, a binding obligation. Please have counsel revise its opinion to cover New York law or, alternatively, provide a separate New York law opinion with respect to the debt securities. Refer to
Section II.B.1.e of Staff Legal Bulletin No. 19 dated October 14, 2011 for further guidance.

 Response:

Our legal counsel has included a reference in the legal opinion to New York law with respect to the debt securities.

We believe that we have adequately responded to your comments. Please direct any questions or comments regarding this letter, the Comment Letter, or the
Amended Registration Statement to our counsel, Stephen M. Cohen of Fox Rothschild LLP, at 215-299-2744. Thank you.

Very truly yours,

RADIANT LOGISTICS, INC.

By:

 /s/ Bohn H. Crain

Bohn H. Crain

Chief Executive Officer

May 12, 2015

Bohn H. Crain
Chief Executive Officer
Radiant Logistics, Inc.
405 114th Avenue S.E.
Bellevue, WA 98004

Re: Radiant Logistics, Inc.
  Registration Statement on Form S-3
Filed May 4, 2015
  File No. 333 -203821

Dear Mr. Crain:

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amen ding your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have additional comments.

Registration Statement Cover Page

1. Please refer to footnote 1 of the Calculation of Registration Fee table .  We no te your
disclosure that “ [a]ny securities registered under this registration statement may be sold
separately or as units.”  We note that the Calculation of Registration Fee table does not
list units as a registered security.  We also note that the prospec tus and specifically the
cover page, the Description of Securities to be Offered section on page 18 and the filed
legal opinion do not reference units.  Please revise the registration statement and filed
legal opinion as applicable.

Bohn H. Crain
Radiant Logistics, Inc.
May 12, 2015
Page 2

 Exhibit 5.1

2. We n ote that the Form of Indenture filed as Exhibit 4.2 and any debt securities issued
pursuant to such indenture are to be governed by New York law.  We also note that
counsel has limited its opinion to Delaware law.  As debt securities are contractual
obliga tions, counsel must opine on the law of the jurisdiction governing the agreements
pursuant to which the debt securities are issued to determine whether or not it is an
enforceable contract and, therefore, a binding obligation.  Please have counsel  revise its
opinion to  cover New York law or, alternatively, provide a separate New York law
opinion with respect to the debt securities.  Refer to Section  II.B.1.e of Staff Legal
Bulletin No. 19 dated October 14, 2011 for further guidance.

We urge all persons wh o are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.  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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regi stration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any act ion with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilit ies under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to  the requested effective date of the
registration statement.

Bohn H. Crain
Radiant Logistics, Inc.
May 12, 2015
Page 3

 Please contact Donald E. Field  at (202) 551 -3680  or me at (202) 551 -3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Stephen M. Cohen, Esq.
 Fox Rothschild LLP

CORRESP
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filename1.htm

Correspondence

 [STERNE, AGEE & LEACH, INC. LETTERHEAD]

December 12, 2013

 VIA EDGAR

Mr. Justin Dobbie

 Division of Corporation Finance

SECURITIES AND EXCHANGE COMMISSION

 100 F Street, N.E.

Washington, DC 20549

Re:
Radiant Logistics, Inc.

Registration Statement on Form S-1

(File No. 333-191974)

 Dear Mr. Dobbie:

Acting on behalf of the several underwriters, we hereby join in the request of Radiant Logistics, Inc. that the effective date of the
above-captioned Registration Statement be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on December 12, 2013, or as soon thereafter as practicable.

Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as
amended, we, acting on behalf of the several underwriters, wish to advise you that, between December 9, 2013 and December 12, 2013, we distributed approximately 735 copies of the Preliminary Prospectus dated December 9, 2013, of which approximately
120 copies were distributed to other underwriters. The majority of these copies were distributed to investors, including individuals and institutions. Copies of the Preliminary Prospectus were available to anyone requesting the same at the offices
of the underwriters.

 We confirm that we are aware of our obligations under the Securities Act of 1933, as amended, and that we have and
will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, with respect to the distribution of Prospectuses. We have been informed by the other underwriters and dealers participating in the distribution of this offering that
such persons have and will comply with Rule 15c2-8 with respect to the distribution of Prospectuses.

 Signature Page Follows

Very Truly Yours,

 By: STERNE, AGEE & LEACH, INC.

        acting on behalf of the several underwriters

 By:

 /S/ Julian Bynum

Name:

Julian Bynum

Title:

Head of Debt Capital Markets Managing Director

 [Signature Page to Acceleration Request]

CORRESP
1
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CORRESP

 December 11, 2013

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street N.E.

Washington, D.C. 20549-8561

Re:
Radiant Logistics, Inc.

Registration Statement on Form S-1

Filed October 30, 2013

File No. 333-191974

 Ladies and Gentlemen:

Radiant Logistics, Inc., a Delaware corporation (“Radiant Logistics”), hereby requests acceleration of the Registration
Statement on Form S-1, as amended (File No. 333-191974), to 5:00 p.m., Eastern Daylight Time, on December 12, 2013, or as soon thereafter as possible. In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the
“Act”), Radiant Logistics hereby confirms that it is aware of its obligations under the Act. In addition, Radiant Logistics acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, they do not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Radiant Logistics from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

Radiant Logistics may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact the undersigned at (425) 462-1094 as soon as the Registration Statement on Form S-1, as amended, has
been declared effective or if you have any other questions or concerns regarding this matter.

 405 114th Avenue SE — Bellevue, WA 98004 — (t) 425.962.1094
— (f) 425.462.0768

 www.radiantdelivers.com

Very truly yours,

Radiant Logistics, Inc.

By:

/s/ Robert L. Hines, Jr.

    Robert L. Hines, Jr.

    Senior Vice President & General Counsel

 405 114th Avenue SE — Bellevue, WA 98004 — (t) 425.962.1094
— (f) 425.462.0768

 www.radiantdelivers.com

CORRESP
1
filename1.htm

CORRESP

 December 11, 2013

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street N.E.

Washington, D.C. 20549-8561

 Attention: Justin Dobbie

Re:
Radiant Logistics, Inc.

Registration Statement on Form S-1

Filed October 30, 2013

File No. 333-191974

 Dear Mr. Dobbie:

This letter is being submitted in response to comments received from the staff (the “Staff”) of the United States Securities and
Exchange Commission (the “SEC”) via telephone on December 11, 2013 with respect to the Registration Statement on Form S-1 filed by Radiant Logistics, Inc. (the “Company”) with the SEC on October 30, 2013 (the “Form
S-1”). The Company hereby confirms that it will remove the term “co-manager” from the front and back covers of the final prospectus to be filed with the SEC.

The Company respectfully requests the Staff’s assistance in completing the review of this response letter at its earliest convenience.
Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding this response letter to the undersigned at (425) 462-1094.

Sincerely,

 /s/ Robert L. Hines, Jr.

Robert L. Hines, Jr.

Radiant Logistics, Inc.

Senior Vice President & General Counsel

 405 114th Avenue SE
— Bellevue, WA 98004 — (t) 425.962.1094 — (f) 425.462.0768

www.radiantdelivers.com

November 25, 2013

Via E -mail
Bohn H. Crain
Chief Executive Officer
Radiant Logistics, Inc.
405 114th Avenue S.E.
Bellevue, WA 98004

Re: Radiant Logistics, Inc.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  November 22 , 2013
  File No.  333-191974

Dear Mr. Crain :

We have reviewed your responses to the comments in our letter dated November 15,
2013 and have the following additional comments.

Exhibit 5.1

1. Please have  counsel remove assumption (ii)  and the par value carve out in assumption
(iv) in the third pa ragraph of Exhibit 5.1 as it is inappropriate for counsel to assume the
issue  upon which counsel is offering its opinion  or any material facts underlying the
opinion .  Similarly, please have counsel remove assumption (ii) from the fourth
paragraph of Exhibit 5.1.  For guidance, refer to Section II.B.3(a) of Staff Legal Bulletin
No. 19  at http://www.sec.gov/interps/legal/cfslb19.htm .

2. Please have counsel revise the second and third sentences in the fifth paragraph of
Exhibit 5.1 as counsel may not exclude the laws of the State of Delaware.

Bohn H. Crain
Radiant Logistics , Inc.
November 25, 2013
Page 2

 Please contact  Sonia Bednarowski at (202) 551 -3666  or me at (202) 551 -3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E -mail
 Stephen M. Coh en, Esq.
 Fox Rothschild LLP

CORRESP
1
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CORRESP

 November 26, 2013

VIA EDGAR AND OVERNIGHT MAIL

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street N.E.

 Washington, D.C. 20549-8561

Attention: Justin Dobbie

Re:
Radiant Logistics, Inc.

 Registration Statement on Form S-1

Filed October 30, 2013

File No. 333-191974

 Dear Mr. Dobbie:

 This letter is being submitted in response to comments received from the staff (the “Staff”) of the United States Securities
and Exchange Commission (the “SEC”) by letter dated November 25, 2013 with respect to the Registration Statement on Form S-1 originaly filed by Radiant Logistics, Inc. (the “Company”) with the SEC on October 30, 2013
and subsequently amended on November 22, 2013 (the “Form S-1”). The numbering of the paragraphs below corresponds to the numbering in the comment letter, the text of which is incorporated into this response letter for convenience.

 Concurrently with the delivery of this letter, the Company respectfully advises the Staff that it filed via EDGAR Amendment No. 2 to
Registration Statement on Form S-1 (the “Amendment”) reflecting the changes made in response to the Staff’s comments.

 Staff Comments
and Company Responses

 Exhibit 5.1

1.
Please have counsel remove assumption (ii) and the par value carve out in assumption (iv) in the third paragraph of Exhibit 5.1 as it is inappropriate for counsel to assume the issue upon which counsel is
offering its opinion or any material facts underlying the opinion. Similarly, please have counsel remove assumption (ii) from the fourth paragraph of Exhibit 5.1. For guidance, refer to Section II.B.3(a) of Staff Legal Bulletin No. 19 at
http://www.sec.gov/interps/legal/cfslb19.htm.

 The Company respectfully advises that in response to the
November 25, 2013 comments of the Staff, the Company has filed a revised Exhibit 5.1 reflecting the removal of the referenced assumptions.

2.
Please have counsel revise the second and third sentences in the fifth paragraph of Exhibit 5.1 as counsel may not exclude the laws of the State of Delaware.

The Company respectfully advises that in response to the November 25, 2013 comments of the Staff, the Company has filed a revised Exhibit
5.1 reflecting the removal of the second and third sentences of the fifth paragraph.

 In responding to the Staff’s comments, the
Company acknowledges that:

•

it is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

It 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.

The Company respectfully requests the Staff’s assistance in completing the review of this response letter at its earliest convenience.
Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding this response letter to the undersigned at (425) 462-1094.

Sincerely,

 /s/ Robert L. Hines, Jr.

Robert L. Hines, Jr.

Radiant Logistics, Inc.

Senior Vice President & General Counsel

CORRESP
1
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CORRESP

 November 22, 2013

VIA EDGAR AND OVERNIGHT MAIL

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street N.E.

 Washington, D.C. 20549-8561

Attention: Justin Dobbie

Re:
Radiant Logistics, Inc.

 Registration Statement on Form S-1

Filed October 30, 2013

File No. 333-191974

 Dear Mr. Dobbie:

 This letter is being submitted in response to comments received from the staff (the “Staff”) of the United States Securities
and Exchange Commission (the “SEC”) by letter dated November 15, 2013 with respect to the Registration Statement on Form S-1 filed by Radiant Logistics, Inc. (the “Company”) with the SEC on October 30, 2013 (the
“Form S-1”). The numbering of the paragraphs below corresponds to the numbering in the comment letter, the text of which is incorporated into this response letter for convenience.

Concurrently with the delivery of this letter, the Company respectfully advises the Staff that it filed via EDGAR Amendment No. 1 to
Registration Statement on Form S-1 (the “Amendment”) reflecting the changes made in response to the Staff’s comments. Three copies of the Amendment and a copy of the Amendment, marked to show changes since the Form S-1, are enclosed
for your convenience.

 Staff Comments and Company Responses

Prospectus Cover Page

1.
Please remove the reference to “Joint Bookrunning Managers” on the prospectus cover page.

The Company respectfully advises that in response to the November 15, 2013 comments of the Staff, the Company has revised the Registration
Statement to remove the reference to “Joint Bookrunning Managers” on the prospectus cover page in the.

 405 114th Avenue SE — Bellevue, WA 98004 — (t) 425.962.1094
— (f) 425.462.0768

 www.radiantdelivers.com

 Exhibits and Financial Statement Schedules, page II-2

2.
Please file Exhibit 5.1 in your next amendment. We may have additional comments upon reviewing the exhibit.

The Company respectfully advises that it has filed Exhibit 5.1 with the Amendment.

In responding to the Staff’s comments, the Company acknowledges that:

•

it is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

It 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.

The Company respectfully requests the Staff’s assistance in completing the review of this response letter at its earliest convenience.
Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding this response letter to the undersigned at (425) 462-1094.

Sincerely,

 /s/ Robert L. Hines, Jr.

Robert L. Hines, Jr.

Radiant Logistics, Inc.

Senior Vice President & General Counsel

 405 114th Avenue SE — Bellevue, WA 98004 — (t) 425.962.1094
— (f) 425.462.0768

 www.radiantdelivers.com

November 15, 2013

Via E -mail
Bohn H. Crain
Chief Executive Officer
Radiant Logistics, Inc.
405 114th Avenue S.E.
Bellevue, WA 98004

Re: Radiant Logistics, Inc.
  Registration Statement on Form S-1
Filed  October 30, 2013
  File No.  333-191974

Dear Mr. Crain :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Prospectus Cover Page

1. Please remove the reference to “Joint Bookrunning Managers” on the prospectus cover
page.

Exhibits and Financial Statement Schedules, page II-2

2. Please file Exhibit 5.1 in your next amendment.  We may have additional comments upon
reviewing the exhibit.

We urge all persons 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 Act of 193 3 and
all app licable Securities  Act rules require.   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.

Bohn H. Crain
Radiant Logistics , Inc.
November 15 , 2013
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,  declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above r egistration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Sonia Bednarowski at (202) 551 -3666  or me at (202) 551 -3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E -mail
 Stephen M. Coh en, Esq.
 Fox Rothschild LLP

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

March 12 , 2013

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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings 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 U nited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
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filename1.htm

[RADIANT LOGISTICS, INC. LETTERHEAD]

February 26, 2013

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Linda Cvrkel

 Re: Radiant Logistics, Inc.

Form 10-K for the year ended June 30, 2012

Filed September 26, 2012

File No. 001-35392

Dear Ms. Cvrkel:

We thank you for your comment letter dated
February 5, 2013 (the “Comment Letter”) addressed to Radiant Logistics, Inc. (the “Company”).
The following is in response to the Staff’s Comment Letter. The comment is included in bold below and is numbered to correspond
to the numbered paragraph in the Comment Letter. The Company’s response immediately follows the comment.

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

 1. We note your response to comment eight and the information cited to support that the company continues to operate in a single
segment. However, it does not appear that you have fully addressed the comment. Although you indicate that the CODM focuses on
adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), and revenue growth compared to
the prior year, it is not clear what information is made available to the CODM. Based on how an operating segment is defined, as
cited in your response (including its appropriate GAAP literature), we are still unclear of the number of separate operating segments
in which the CODM reviews their available discrete financial information. As previously requested, please provide us with financial
information for each separate operating segment where this information has also been provided to your CODM. Specifically, please
provide revenue and EBITDA (your segment performance measure) for each operating segment in each of the last two fiscal year periods
and explain in detail why you believe your operating segments have similar economic characteristics through similar long-term financial
performance, as provided in the guidance in ASC Topic 280-50-11. We may have further comment upon
reviewing your response.

Response:

Operating segments:

We believe that we are one operating segment
under the criteria set forth in FASB ASC 280-10-50-11. Our primary line of business is freight forwarding, and the acquisitions
that we have made thus far have primarily expanded our footprint in existing markets. Furthermore, when we acquire new brands and
locations, we eliminate their back office administrative functions and support the newly acquired business from our corporate headquarters.

In determining whether operating segments
are required to be reported either separately or aggregated, we recognize the aggregation criteria outlined in FASB ASC 280-10-50-11,
which states the following:

“Two or more operating
segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles
of this Subtopic, if the segments have similar economic characteristics, and if the segments are similar in all of the following
areas:

 a) The nature of the products and services

 b) The nature of the production process

 c) The type or class of customer for their products and services

 d) The methods used to distribute their products or provide their services

 e) If applicable, the nature of the regulatory environment, for example, banking, insurance, or
public utilities”

Our brands and locations are similar in
all of the areas outlined in FASB ASC 280-10-50-11.

 a) The nature of the products and services

All locations offer domestic
and international freight forwarding services under the Airgroup, Adcom, DBA, and Radiant brands.

 b) The nature of the production process

As a non-asset
based provider of third-party logistics services, we have no production process.

 c) The type or class of customer for their products and services

All brands and locations serve
a diverse base of customers, and each customer has different freight forwarding needs. The freight forwarding service selected
on behalf of the customer depends on the delivery speed required, and the shipment weight, size and type.

 d) The methods used to distribute their products or provide their services

All brands and locations arrange
for transportation of our customers’ shipments with third-party carriers

 e) If applicable, the nature of the regulatory environment, for example, banking, insurance, or
public utilities.

Freight forwarding is subject
to numerous regulations by various Federal agencies including the following; U.S. Department of Transportation, U.S. Department
of Homeland Security, U.S. Customs Service, Transportation Security Administration, Surface Transportation Board, and the Federal
Maritime Commission. All of our brands and locations are subject to these same regulations.

Our CODM, who is the Chief Executive Officer,
reviews the performance of the business at a very detailed level on a weekly basis, such detail is broken down by brand and location.
Additionally, our CODM reviews the overall business' EBITDA performance as well as available borrowing capacity as evidenced by
the quarterly bank compliance communication. In addition to the CODM’s responsibilities described in the previous response,
the CODM also discusses results with the investment community focusing on consolidated adjusted EBITDA as a measurement of our
performance.

Weekly Report Analysis:

On a weekly basis, our CODM reviews a
report detailing the weekly posted shipments identifying revenues, gross margins, commission expense, and corporate profits
(which represent Radiant management fees) by brand (i.e. Airgroup, Adcom, DBA and Radiant), further detailed by each of our
approximately 100 locations (the “Weekly Report”). Additionally, this Weekly Report contains year to date
brand and location totals as well as other comparative information including changes in week over week, month over month, and
year over year by location and by brand.

Banking Covenants:

Our CODM also reviews the quarterly
borrowing base certificate with Bank of America, N.A. and supplemental financial information (the “Financial
Report”). These reports include relevant information such as bank covenants, Adjusted EBITDA and corresponding
borrowing capacity on a consolidated basis, which our CODM pays close attention to.

Given all of the above, we believe that
all of our locations and brands have similar economic characteristics and should be reported as a single operating segment. If
we expand into operating segments that have different economic characteristics other than our freight forwarding business, we will
disclose those segments separately if they rise to the quantitative thresholds within FASB ASC 280-10-50-12.

Supplemental Information:

We are furnishing, on a supplemental basis,
an example of a Weekly Report and Financial Report in paper form under separate cover to Effie Simpson, pursuant to Regulation
S-T, Rule 101(c)(2). We hereby request that the Staff return the information to us pursuant to Rule 12b-4 promulgated under the
Securities Exchange Act of 1934, as amended, when its review is complete.

We believe that we have adequately responded to the outstanding
comments. Please call me directly at (425) 943-4541 with any questions or additional comments. Thank you.

Very truly yours,

RADIANT LOGISTICS, INC.

 By: /s/ Todd E. Macomber

Todd E. Macomber

Senior Vice President and Chief Financial
Officer

CORRESP
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filename1.htm

Radiant Logistics, Inc.

405 114th Avenue SE, Third Floor

Bellevue, WA 98004

February 15, 2013

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Attention: Linda Cvrkel, Branch Chief

Lauren
Nguyen

 Re: Radiant Logistics, Inc.

Form 10-K for Fiscal Year Ended June
30, 2012

Filed September 26, 2012

File No. 001-35392

Dear Ms. Cvrkel:

Radiant Logistics,
Inc. (the “Company”) hereby advises the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) that the Company has received the Staff’s letter dated
February 5, 2013 (the “Comment Letter”), relating to the Commission’s additional comment regarding
the Company’s Annual Report on Form 10-K for its year ended June 30, 2012. The Comment Letter indicates that the Company
must respond within ten business days from the date thereof or inform the Staff of when the Company will provide a response. Per
the phone conversation on February 15, 2013 between Stephen Brill of Fox Rothschild LLP, outside counsel to the Company, and Lauren
Nguyen of the Staff, the Company respectfully requests an additional seven calendar days to respond to the Comment Letter. Ms.
Nguyen indicated that the Staff would be willing to grant this extension, and requested that the Company file this letter confirming
the request for an extension with the Commission via EDGAR. The Company is committed to responding to the Comment Letter promptly,
and while the Company intends to respond sooner, the Company confirms that it will respond no later than February 26, 2013.

If
you have any questions regarding the request made herein, please do not hesitate to call me at (425)
462-1094.

Thank you very much for your courtesy and
cooperation in this matter.

    Very truly yours,

    Radiant Logistics, Inc.

    /s/ Todd Macomber

    Todd Macomber

    Senior Vice President and Chief Financial Officer

February 5, 2013

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 letter dated January 18, 2013 , in response to the Staff’s letter
dated December 19, 2012 and have the following additional comment.  Please revise your
disclosure in future filings in response to our comment. 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.

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

1. We note your response to comment eight and the information cited to support that the
company c ontinues to operate in a single  segment.  However, it does not appear that you
have fully addressed th e comment.  Although you indicate that the CODM focuses on
adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), and
revenue growth compared to the prior year, it is not clear what information is made
available to the CODM.  B ased on how an operating segment is defined, as cited in your
response (including its appropriate GAAP literature), we are still unclear of the number
of separate operating segments in which the CODM reviews their available discrete
financial information. As previously requested, please provide us with financial
information for each separate operating segment where this information has also been
provided to your CODM.   Specifically, please provide revenue and EBITDA  (your
segment performance measure)  for  each operating segment.  in each of the last two fiscal
year periods and explain in detail why you believe your operating segments have similar
economic characteristics through similar long -term financial performance, as provided in

Mr. Todd E. Macomber
Radiant Logistics, Inc.
February 5, 2013
Page 2

 the guidance in ASC To pic 280 -50-11.  We may have further comment upon reviewing
your response.

You may contact Effie Simpson at (202) 551 -3346, or in her 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

CORRESP
1
filename1.htm

[Radiant
Logistics, Inc. Letterhead]

January 18, 2013

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Linda Cvrkel

 Re: Radiant Logistics, Inc.

Form 10-K for the year ended June 30, 2012

Filed September 26, 2012

File No. 001-35392

Dear Ms. Cvrkel:

We thank you for your comment letter dated
December 19, 2012 (the “Comment Letter”) addressed to Radiant Logistics, Inc. (the “Company”).
The following is in response to the Staff’s Comment Letter. Each comment is included in bold below and is numbered to correspond
to the numbered paragraphs in the Comment Letter. The Company’s responses immediately follow each comment.

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 during 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 statement 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 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.

Response:

The Company will revise its disclosure as requested by the Staff
in future filings. While we may modify the language due to changes in factors or various circumstances, the following is an example
of the disclosure we expect to make in future filings (modified language is in italics, tables are omitted):

Results of Operations

Fiscal year ended June 30, 2012,
compared to fiscal year ended June 30, 2011

We generated transportation revenue
of $297.0 million and net transportation revenue of $84.8 million for the year ended June 30, 2012, as compared to transportation
revenue of $203.8 million and net transportation revenue of $62.5 million for the year ended June 30, 2011. Domestic and international
transportation revenue was $179.9 million and $117.1 million, respectively, for the year ended June 30, 2012, compared with $113.9
million and $89.9 million, respectively, for the year ended June 30, 2011. These increases in revenue are due principally to incremental
revenues attributed to our acquisitions of DBA, Isla, and ALBS.

Cost of transportation was 71.5% and
69.3% of transportation revenue for the years ended June 30, 2012 and 2011, respectively. Net transportation margins were 28.5%
and 30.7% of transportation revenue for the years ended June 30, 2012 and 2011, respectively. The nominal margin regression was
attributable to differing product mixes of shipments and services throughout the fiscal year with slightly lower margin characteristics.

Agent commissions were $52.4
million for the year ended June 30, 2012, an increase of 23.8% from $42.4 million for the year ended June 30, 2011. The increase
is primarily attributable to the addition of DBA agent-based offices in April 2011. As a percentage of net revenues, agent commissions
decreased to 61.9% for the year ended June 30, 2012, from 67.8% for the year ended June 30, 2011. This decrease is a result of
our recent acquisitions of DBA, Isla, and ALBS, which added company-owned operations in Newark, Los Angeles, Laredo, and New York-JFK
where commissions are not payable.

Personnel costs consist of payroll,
payroll taxes, benefits and stock compensation expense. Personnel costs were $13.1 million for the year ended June 30, 2012,
an increase of 70.6% from $7.7 million for the year ended June 30, 2011. The increase is primarily attributable to our acquisitions
of DBA, Isla, and ALBS, which added the personnel costs associated with the new company-owned operations in Newark, Los Angeles,
Laredo, and New York-JFK. As a percentage of net revenues, personnel costs increased to 15.6% for the year ended June 30, 2012,
from 12.4% for the year ended June 30, 2011.

Selling, general and administrative
("SG&A") costs consist primarily of marketing, rent, professional services, insurance and travel expenses. SG&A
costs were $11.3 million for the year ended June 30, 2012, an increase of 112.7% from $5.3 million for the year ended June 30,
2011. The increase is primarily attributable to our acquisitions of DBA, Isla, and ALBS which added costs associated with the new
company-owned operations in Newark, Los Angeles, Laredo, and New York-JFK, combined with non-recurring legal expenses incurred
in connection with the Isla and ALBS transactions and the on-going dispute with the selling shareholders of DBA. As a percentage
of net revenues, SG&A costs increased to 13.4% for the year ended June 30, 2012, from 8.5% for the year ended June 30, 2011.

Depreciation and amortization costs
were $3.1 million for the year ended June 30, 2012, an increase of 137.2% from $1.3 million for the year ended June 30, 2011. The
increase is primarily due to amortization costs associated with the intangibles our acquisitions of DBA, Isla, and ALBS. As a percentage
of net revenues, depreciation and amortization increased to 3.7% for the year ended June 30, 2012 from 2.1% for the year ended
June 30, 2011.

Transition costs represent non-recurring
operating costs incurred in connection with our acquisition of DBA and totaled $1.0 million for the year ended June 30, 2012, an
increase of 74.6% from $0.6 million for the year ended June 30, 2011. As a percentage of net revenues, non-recurring transition
costs increased to 1.2% for the year ended June 30, 2012, from 0.9% for the year ended June 30, 2011.

Change in contingent consideration
represents the change in the fair value of contingent consideration due to former shareholders of acquired operations and totaled
income of $0.9 million for the year ended June 30, 2012. There were no such costs during the comparable prior period. As a percentage
of net revenues, the change in contingent consideration was 1.1% for the year ended June 30, 2012.

Income from operations was $4.5 million
for the year ended June 30, 2012, compared to income from operations of $5.2 million for the year ended June 30, 2011. The
decrease in operating income was attributed to several factors, favorable & unfavorable to the Company. Net revenues increased
$22.2 million due to additional revenues associated with a full year of DBA included in the current year compared to only 3 months
in the prior year, along with revenues associated with the acquisition of ISLA in December 2011 and ALBS in March 2012. Agent Commissions
expense increased $10.1 million primarily because a full year of commissions to DBA agency locations were included in the current
year as compared to the prior year in which only 3 months of commissions were included. Personnel costs increased $5.5 million
due to the additional employees acquired with new company owned locations. Selling, general and administrative expenses increased
due to the operations of the newly acquired Company owned locations as well as increased litigation costs associated with DBA disputes.
Depreciation & amortization increased $1.8 million due to additional amortization charges associated with the recent acquisitions.
Transition costs (primarily associated with the acquisition of DBA) increased $435,000 over the prior year because only 3 months
of transition costs were recorded in the prior year. Change in contingent consideration resulted in a gain of $900,000 because
two company owned locations did not attain their earn-out targets.

Other expense was $0.9 million for
the year ended June 30, 2012, as compared to other expense of $0.1 million during year ended June 30, 2011. The increase is primarily
associated with interest expense incurred with our acquisitions of DBA, Isla, and ALBS. As a percentage of net revenues, other
expense was 1.1% for the year ended June 30, 2012, up from 0.2% for the year ended June 30, 2011.

Our net income was $1.9 million for
the year ended June 30, 2012, reflecting a 33.3% decrease as compared to net income of $2.9 million for the year ended June 30,
2011, driven principally by the increased amortization of intangibles resulting from our recent acquisition activities (offset
partially by the change from contingent consideration); the increased interest expense associated with the Caltius note;
and from the non-recurring items identified below. Our net income for the current year also reflected a decrease in results of
operations related to greater transition costs associated with the DBA transaction for the current year as compared to the prior
year period, which had only one quarter of transition costs. Although we do not believe the deterioration in GAAP-based earnings
is reflective of the true earnings power of the business, our near-term earnings have and will continue to be negatively impacted
as a result of these incremental non-cash charges and other non-recurring costs including, lost revenue experienced by our Los
Angeles DBA office, and the legal expenses incurred in connection with the legal proceedings relating to the DBA acquisition, although
it is our expectation that some or all of these amounts may be recoverable in our claims brought against the former DBA shareholders.

2.	We note your presentation 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 results 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 non-GAAP measures.

Response:

The Company will revise its disclosure as requested by the Staff
in future filings.

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 useful; 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.

Response:

The Company has presented the following information under the
section entitled “Basis of Presentation”:

Basis of Presentation

The results of operations discussion
that appears below has been presented utilizing a combination of historical and, where relevant, pro forma unaudited information
to include the effects on our consolidated financial statements of our acquisitions of DBA, Isla, and ALBS. The pro forma results
are developed to reflect a consolidation of the historical results of operations of the Company and adjusted to include the historical
results of DBA, Isla, and ALBS, as if we had acquired all of them as of July 1, 2010. The pro forma results are also adjusted to
reflect a consolidation of the historical results of operations of DBA, Isla, ALBS, and the Company as adjusted to reflect the
amortization of acquired intangibles and are also provided in the Financial Statements included within this report.

The pro forma financial data is not
necessarily indicative of results of operations that would have occurred had this acquisition been consummated at the beginning
of the periods presented or which might be attained in the future.

In future filings, the Company will set forth this disclosure
under the section entitled “Supplemental Pro Forma Information”.

Item 7A. Quantitative 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.

Response:

The Company respectfully submits that, as a smaller reporting
company, it is not required to provide such disclosure pursuant to Item 305(e) of Regulation S-K.

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.

Response:

The Company will revise its disclosure as requested by the Staff
in future filings.

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 expand 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 2012 fiscal year.

Response:

The Company will revise its disclosure as requested by the Staff
in future filings. While we may modify the language due to changes in factors or various circumstances, the following is an example
of the disclosure we expect to make in future filings:

The Company recorded a reduction to
contingent consideration in the amounts of $900,000 for the ISLA and ALBS acquisitions. The reductions were the results of the
acquired businesses not achieving the specified operating objectives and financial results in their respective agreements (described
in Note 6- Acquisition of Isla International, Ltd. and Note 7- Acquisition of Brunswicks Logistics, Inc.).

The projected financial targets used
to estimate contingent consideration for ISLA and ALBS were based on recent financial performance and did not factor in an unexpected
downturn in the business. As a result of the acquired businesses not achieving the specified operating objectives between the acquisition
date and reporting date, the reduction in contingent consideration is not a measurement period adjustment, and should be adjusted
to fair value through earnings in accordance with FASB ASC 805-30-35-1.

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

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 consideration 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 with the founder
and former employee of the seller, Mr. Jonathan 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 consideration 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.

Response:

The Company respectfully submits that it believe

CORRESP
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Radiant Logistics, Inc.

405 114th Avenue SE, Third Floor

Bellevue, WA 98004

December 19, 2012

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Attention: Linda Cvrkel, Branch Chief

Lauren
Nguyen

 Re: Radiant Logistics, Inc.

Form
10-K for Fiscal Year Ended June 30, 2012

Filed
September 26, 2012

File
No. 001-35392

Dear Ms. Cvrkel:

Radiant
Logistics, Inc. (the “Company”) hereby advises the staff  (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) that the Company has received the
Staff’s letter dated December 19, 2012 (the “Comment Letter”), regarding the
Commission’s review of the Company’s Annual Report on Form 10-K for its year ended June 30, 2012. The Comment
Letter indicates that the Company must respond within 10 business days from the date thereof or inform the Staff of when the
Company will provide a response. Per the phone conversation on December 19, 2012, between Lauren Nguyen of the Staff and
Alesia Pinney, the Company's General Counsel, the Company respectfully requests an additional 10 business days to respond to
the Comment Letter. Ms. Nguyen indicated that the Staff would be willing to grant this extension, and requested that the
Company file this letter confirming the request for an extension with the Commission via EDGAR. The Company is committed to
responding to the Comment Letter promptly, and while the Company intends to respond sooner, the Company confirms that
it will respond no later than January 18, 2012.

If
you have any questions regarding the request made herein, please do not hesitate to call me at (425)
462-1094.

Thank you very much for your courtesy and
cooperation in this matter.

    Very truly yours,

    Radiant Logistics, Inc.

    /s/ Todd Macomber

    Todd Macomber

    Senior Vice President and

Chief Financial Officer

CORRESP
1
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RADIANT LOGISTICS, INC.

405 114th Ave, SE, Third Floor

Bellevue, Washington 98004

May 10, 2012

VIA EDGAR

Tetyana Aldave, Esq.

Attorney-Advisor

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

 Re: Radiant Logistics, Inc.- Registration Statement on Form S-3

Commission
File No. 333-179868

Dear Ms. Aldave:

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Radiant Logistics, Inc. (the “Registrant”) hereby requests acceleration of the
effective date of its Registration Statement on Form S-3 (File No. 333-179868) (the “Registration Statement”), so that
it may become effective at 4:00 p.m. on May 11, 2012, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

 (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

 (iii) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Thank you for your prompt attention to this
request. We request that such effectiveness be confirmed in writing.

    Very truly yours,

    RADIANT LOGISTICS, INC.

    By:
    /s/ Bohn H. Crain

    Bohn H. Crain

    Chief Executive Officer

CORRESP
1
filename1.htm

RADIANT LOGISTICS, INC.

405 114th Ave, SE, Third Floor

Bellevue, Washington 98004

May 9, 2012

VIA EDGAR

Tetyana Aldave, Esq.

Attorney-Advisor

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

 Re: Radiant Logistics, Inc.- Registration Statement on Form S-3

Commission
File No. 333-179868

Dear Ms. Aldave:

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Radiant Logistics, Inc. (the “Registrant”) hereby requests acceleration of the
effective date of its Registration Statement on Form S-3 (File No. 333-179868) (the “Registration Statement”), so that
it may become effective at 4:00 p.m. on May 11, 2012, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

 (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

 (iii) the Registrant may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Thank you for your prompt attention to this
request. We request that such effectiveness be confirmed in writing.

    Very truly yours,

    RADIANT LOGISTICS, INC.

    By:
    /s/ Bohn H. Crain

    Bohn H. Crain

    Chief Executive Officer

April 27, 2012
 Via E-mail

Bohn H. Crain Chief Executive Officer  Radiant Logistics, Inc. 405 114th Avenue S.E. Bellevue, WA 98004
Re: Radiant Logistics, Inc.
  Amendment No. 2 to Registra tion Statement on Form S-3
Filed April 19¸2012
  File No. 333-179868

Dear Mr. Crain:
 We have reviewed your responses to the co mments in our letter dated April 11, 2012 and
have the following additional comment.

Selling stockholders, page 32

1. We note that all selling stockholders are legal entities.  Please identify the individual or
individuals who have voting and dispositive power with respect to the shares being
offered by the selling stockholders.

Please contact Tonya K. Aldave at (202) 551-3601 or me at (202) 551-3324 with any
questions.

 Sincerely,
   /s/ John Stickel
John Stickel Attorney-Advisor
 cc:  via E-mail

 Stephen M. Cohen, Esq.

April 11, 2012
 Via E-mail

Bohn H. Crain Chief Executive Officer  Radiant Logistics, Inc. 405 114th Avenue S.E. Bellevue, WA 98004
Re: Radiant Logistics, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed April 3¸2012
  File No. 333-179868

Dear Mr. Crain:
 We have reviewed your responses to the comments in our letter dated March 23, 2012
and have the following additional comments.

General

1. We note your response to our prior comment  1.  We disagree, however, with your
argument that you can omit the number of shares registered for resale or the list of selling
stockholders in the Selling Stockholders secti on if you rely on Genera l Instruction I.B.3
to Form S-3.  Rule 430B(b) permits omissi on of the number of shares registered for
resale and the list of selling shareholders “for primary offerings pursuant to General
Instruction I.B.1.”  Please re vise throughout the prospectus to include the number of
shares registered for resale and include the list of selling stockhol ders in the Selling
Stockholders section.  We also note that you r registration fee should be based on Rule
457(a) as opposed to Rule 457(o).  Pl ease advise or revise accordingly.
 Exhibit 5.1

2. We note your response to our prior comment 6 and reissue.  Because you are required to
identify the selling stockholde rs in the registration statemen t, please have counsel delete
assumption in subsection (5) in the last paragr aph on page 2 of the opinion as the shares
being registered for resale have already been issued.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 Bohn H. Crain  Radiant Logistics, Inc.  April 11, 2012  Page 2

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tonya K. Aldave at (202) 551-3601 or me at (202) 551-3324 with any
questions.
 Sincerely,
   /s/ John Stickel
John Stickel Attorney-Advisor
 cc:  via E-mail

 Stephen M. Cohen, Esq.

CORRESP
1
filename1.htm

Joseph P. Galda

Direct Dial: (610) 458-6181

Email Address: jgalda@foxrothschild.com

March 28, 2012

Tetyana Aldave, Esq.

Attorney-Advisor

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

 Re: Radiant Logistics, Inc.- Registration Statement on Form
                                                                  S-3

                                                                  Commission File No. 333-179868

Dear Ms. Aldave:

We are in receipt of your correspondence
dated March 23, 2012 (the “SEC Comment Letter”) offering comments to the Registration Statement on Form S-3 of Radiant
Logistics, Inc. (the “Registrant”), submitted to the SEC on March 2, 2012 (the “Registration Statement”).

We offer this correspondence in response
to Item No. 1 of the SEC Comment Letter, as we believe a supplemental response provides a more efficient manner in which the Staff
and the Registrant can address any of their concerns, without the need to burden the Staff with Registration Statement amendments.

Comment No. 1:

Please revise throughout the prospectus to include
the number of shares registered for resale and include the list of selling shareholders in the Selling Stockholders section. We
note that you may not omit this information under Rule 430B(b) because you are not eligible to register resale of your securities
in reliance on Instruction I.B.1 of Form S-3. We also note that your registration fee should be based on Rule 457(a) as opposed
to Rule 457(o). Please advise or revise accordingly.

Tetyana (Tonya) Aldave

 March 28, 2012

Page 2

Registrant response:

General Instruction I.B.1 does not appear to permit inclusion
of selling securityholders in the Registration Statement because the aggregate market value of the Registrant’s common equity
held by non-affiliates does not exceed $75 million. However, since the common stock of the Registrant is listed on a national securities
exchange (the NYSE-AMEX), General Instruction I.B.3 does permit the use of Form S-3 for resales of common stock of the Registrant
by such selling securityholders.

Under Rule 430B(b)(2), the identity of selling securityholders
may be omitted from a base prospectus on Form S-3 if all of the following conditions are satisfied:

(i) The initial offering transaction of the securities (or securities
convertible into such securities) the resale of which are being registered on behalf of each of the selling security holders, was
completed;

(ii) The securities (or securities convertible into such securities)
were issued and outstanding prior to the original date of filing the registration statement covering the resale of the securities;

(iii) The registration statement refers to any unnamed selling
security holders in a generic manner by identifying the initial offering transaction in which the securities were sold; and

(iv) The issuer is not and during the past three years neither
the issuer nor any of its predecessors was:

(A) A blank check company as defined in Rule 419(a)(2);

(B) A shell company, other than a business combination related
shell company, each as defined in Rule 405; or

(C) An issuer in an offering of penny stock as defined in Rule
3a51–1 of the Securities Exchange Act of 1934.

It is respectfully submitted that all of these conditions are
satisfied here. Accordingly, we believe the Registration Statement satisfies Rule 430B(b)(2) and accordingly the selling securityholder
information may be omitted from the base prospectus in the Registration Statement.

Tetyana (Tonya) Aldave

 March 28, 2012

Page 3

We do propose to amend the forepart of the Registration Statement
and the cover page of the prospectus to separately identify and quantify the maximum value of the Common Stock being registered
for resale. Revised pages reflecting these proposed amendments will be provided to you on a supplemental basis, and, if acceptable,
will be incorporated within Amendment No. 1 to the Registration Statement and submitted as promptly as possible.

Very truly yours,

 /s/ Joseph P. Galda

March 23, 2012
 Via E-mail

Bohn H. Crain Chief Executive Officer Radiant Logistics, Inc. 405 114th Avenue S.E. Bellevue, WA 98004
Re: Radiant Logistics, Inc.
  Registration Statement on Form S-3
Filed March 2¸2012
  File No. 333-179868

Dear Mr. Crain:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please revise throughout the prospectus to in clude the number of shares registered for
resale and include the list of selling sharehol ders in the Selling Stockholders section.  We
note that you may not omit this information under Rule 430B(b) because you are not eligible to register resale of  your securities in reliance on In struction I.B.1 of Form S-3.
We also note that your registration fee s hould be based on Rule 457(a) as opposed to
Rule 457(o).  Please advise or revise accordingly.
 Selling Stockholders, page 31

2. Please revise to state that the selling stockholders may be deemed underwriters.

 Bohn H. Crain  Radiant Logistics, Inc.  March 23, 2012  Page 2

 Signatures, page 42

3. Please revise to include anot her paragraph, as provided in Form S-3, that should precede
the signatures of your officers and director s signing in their individual capacities.

4. Please revise to have your principal accounti ng officer or controller  sign the registration
statement in his or her individual capacity.

Exhibit 5.1

5. Please confirm that counsel will file an unqualified opinion at each takedown.

6. Please have counsel delete assumption in subsec tion (5) in the last paragraph on page 2 of
the opinion because shares being registered  for resale have already been issued.

7. Please have counsel delete the second full pa ragraph in section 5 of  the opinion.  Counsel
may not attempt to limit reliance.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed

 Bohn H. Crain  Radiant Logistics, Inc.  March 23, 2012  Page 3

 public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Tonya K. Aldave at (202) 551-3601 or me at (202) 551-3324 with any
questions.
 Sincerely,
   /s/ John Stickel
John Stickel Attorney-Advisor
 cc:  via E-mail

 Stephen M. Cohen, Esq.

Mail Stop 3561          October 22, 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 December 31, 2008 Filed February 13, 2009 Form 10-Q for the fiscal quarter ended March 31, 2009 Filed May 15, 2009
 File No. 000-50283

Dear Mr. Crain:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

Sincerely,    Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

    Fox
Rothschild LLP

    P.O. Box
5231

    Princeton,
New Jersey  08648-2311

    Tel:  609-896-3600   Fax:  609-896-1469

    August 6,
2009

    VIA EDGAR & FEDEX
DELIVERY

    Linda
Cvrkel, Branch Chief

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E.

    Mail Stop
3561

    Washington,
D.C. 20549

              Re:

              Radiant
      Logistics, Inc.

              Form
      10-K for fiscal year ended June 30, 2008

              Filed
      September 29, 2008

              Form
      10-Q for fiscal quarter ended December 31, 2008

              Filed
      February 13, 2009

              Form
      10-Q for fiscal quarter ended March 31, 2009

              Filed
      May 15, 2009

              File
      No. 000-50283

    Dear Ms.
Cvrkel:

    We thank you for your comment letter
dated July 16, 2009 (the “Comment Letter”) addressed to Radiant Logistics, Inc.
(the “Company”).  The following is in response to the Staff’s Comment
Letter.  Each comment is included in bold below and is numbered to
correspond to the numbered paragraphs in the Comment Letter.  The
Company’s responses immediately follow each comment.

    Annual Report on Form 10-K
for the fiscal year ended June 30, 2008

      Financial Statements, page
F-1

      Notes to the Consolidated
Statements of Cash Flows, page F-8

      Note 2 – Summary of
Significant Accounting Policies, page F-9

      j) Revenue Recognition and
Purchased Transportation Costs, page F-11

              1.

              We
      note your response to our prior comment 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 performance and
      liabilities are recognized before they are incurred.  Further,
      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
      tenders 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) ordered or purchased by the customer and
      assumes credit risk in which case in the event of non-fulfillment of the
      transportation services, you would bear the risk of loss.  In
      this regard, it does not appear your revenue and expense recognition
      methods are in accordance with GAAP.  Please revise your revenue
      recognition footnote in future fillings to specifically state that its
      current methodology 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 material in the future you will be required revise
      your methodology accordingly.

      The
Company believes its use of method 2 of EITF 91-9, while not considered an
acceptable method of revenue recognition by the SEC Observer, does not result in
a material difference from amounts which would be reported under a more
preferred method such as Method 3 as similarly concluded by the AcSEC Observer
in 1980.  The Company understands to the extent the differences become
material it will need to revise its methodology as required.

      The
Company proposes to use the following footnote to clarify its revenue
recognition policy:

    Based
upon the terms in the contract of carriage, revenues related to shipments where
the Company issues a House Airway Bill ("HAWB") or a House Ocean Bill of Lading
("HOBL") are recognized at the time the freight is tendered to the direct
carrier at origin. Costs related to the shipments are also recognized at
this same time based upon anticipated margins, contractual arrangements with
direct carriers, and other known factors. The estimates are routinely monitored
and compared to actual invoiced costs. The estimates are adjusted as deemed
necessary by the Company to reflect differences between the original accruals
and actual costs of purchased transportation.

      This
method generally results in recognition of revenues and purchased transportation
costs earlier than methods which do not recognize revenues until a proof of
delivery is received or which recognize revenues as progress on the transit is
made. The Company’s method of revenue and cost recognition does not result in a
material difference from amounts that would be reported under such other
methods.

              2.

              In
      a related matter, it appears as though you are estimating costs and using
      the “accrue in advance” methodology for purchased 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 greater your revenue generation process and the timing of when revenue,
      estimated transportation cost, costs of sales, purchased transportation
      costs and other related costs are recognized within you financial
      statements.  We may have further comment upon your receipt of
      your response.

    Described
below is the Company’s revenue generation process which details the timing of
when revenue, estimated transportation cost, cost of sales, purchased
transportation costs and other related costs are recognized in the Company’s
financial statements:

    Airfreight
services revenues include the charges to the Company for carrying the shipments
when the Company acts as a freight consolidator. Ocean freight revenues
include the charges to the Company for carrying the shipments when the Company
acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case the
Company is acting as an indirect carrier. When acting as an indirect
carrier, the Company will issue a HAWB or a HOBL to customers as the contract of
carriage. In turn, when the freight is physically tendered to a direct
carrier, the Company receives a contract of carriage known as a Master Airway
Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean
shipments. At this point, the risk of loss passes to the carrier, however,
in order to claim for any such loss, the customer is first obligated to pay the
freight charges.

    Based
upon the terms in the contract of carriage, revenues related to shipments where
the Company issues an HAWB or an HOBL are recognized at the time the freight is
tendered to the direct carrier at origin. Costs related to the shipments
are also recognized at this same time.

    Condensed Consolidated
Balance Sheets, page 3

              3.

              We
      note from your response to prior comment 13 that to the extent amounts
      under the dispute with Mr. Friedman are resolved favorably to the company,
      the liabilities will be reduced with a corresponding reduction in
      goodwill.  It is unclear how exactly such a reduction in
      goodwill will be recorded given that in 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 accounting
      treatment.  Further, as previously requested, revise your
      disclosure in future filings to disclose the nature of the accrual
      amount.  Your revised disclosure should be similar detail as
      provided in your response to us.

    Given the
previous reduction in goodwill, the Company anticipates any favorable outcome in
the Friedman arbitration would result in a change in the recognized amount of
the liability which would be reported as a component of operating
income.  As requested, the Company will revise its disclosure in
future filings for any changes in recognized amounts (including the reasons for
those changes).

    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 operation during the quarter ended December
      31, 2008.  Please note that goodwill impairment losses shall be
      presented as a separate line item in the income statement before the
      subtotal income from continuing operations.  In this regard,
      please 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.

    The
Company will amend its filings to present its goodwill impairment losses as a
separate line item in the income statement before the subtotal income from
continuing operations rather than other income (expense).

    Condensed Consolidated
Statements of Cash Flows, page 6

    Supplemental disclosure of
non-cash investing and financing activities, page 7

              5.

              We
      note the recognition of a goodwill impairment 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 impairment 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 completed.”  In this regard, we believe your
      treatment does not comply with the guidance prescribed
      above.  Please advise or alternatively, you may revise your
      financial statements accordingly.

    In March
2009, Airgroup shareholders agreed to receive $443,333 in cash on an accelerated
basis rather than the $633,333 in Company shares due in October 2009. In the Company’s amended
and future filings, the $190,000 will be reported as a component of other income
(i.e. not part of income from continuing operations) and characterized as a gain
on early extinguishment of debt as this amount reflects a negotiated discount on
previously recorded liabilities in connection with the acquisition of
Airgroup.

    Thank you
again for your courtesy and attention to this matter.  We are
available to discuss any of the issues raised herein at any
time.  Please do not hesitate to contact me directly at
609-896-4571.

    Respectfully
Submitted,

    FOX
ROTHSCHILD LLP

    By: /s/ Vincent A.
Vietti

           Vincent
A. Vietti

    cc:
Bohn H. Crain, Chief Executive Officer

           Radiant
Logistics, Inc.

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

CORRESP
1
filename1.htm

    Fox
Rothschild LLP

    P.O. Box
5231

    Princeton,
New Jersey  08648-2311

    Tel:  609-896-3600   Fax:  609-896-1469

    May 29, 2009

    VIA EDGAR & FEDEX
DELIVERY

    Linda
Cvrkel, Branch Chief

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E.

    Mail Stop
3561

    Washington,
D.C. 20549

              Re:

              Radiant
      Logistics, Inc.

              Form
      10-K for fiscal year ended June 30, 2008

              Filed
      September 29, 2008

              Form
      10-Q for fiscal quarter ended December 31, 2008

              Filed
      February 13, 2009

              File
      No. 000-50283

    Dear Ms.
Cvrkel:

    We thank you for your comment letter
dated April 9, 2009 (the “Comment Letter”) addressed to Radiant Logistics, Inc.
(the “Company”).  The following is in response to the Staff’s Comment
Letter.  Each comment is included in bold below and is numbered to
correspond to the numbered paragraphs in the Comment Letter.  The
Company’s responses immediately follow each comment.

    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 EBITDA.  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:

          May 29, 2009

          Page 2 of
13

              -

              the
      materiality of the credit agreement and the
  covenant;

              -

              the
      amount or limit required for compliance with the covenant;
    and

              -

              the
      actual or reasonably likely effects of compliance or non-compliance with
      the covenant on the company's financial condition and
      liquidity.

    Discussion
of the non-GAAP financial measure for other purposes would not be permitted
unless otherwise allowable under Item 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," prepared by Staff Members in the Division of
Corporation Finance, U.S. Securities and Exchange Commission, dated June 13,
2003 and revise future filings appropriately.

    The
Company uses the non-GAAP financial measurement of “adjusted EBITDA” as its
credit agreement includes a financial covenant of funded debt to adjusted EBITDA
of not more than 3.25.  The Company believes that the disclosure of
adjusted EBITDA is particularly material to its investors’ understanding of the
Company’s financial condition and liquidity as the Company’s ability to generate
adjusted EBITDA ultimately limits the amount of debt that it may carry and is a
good indicator of its financial flexibility and capacity to complete additional
acquisitions in compliance with the credit agreement.  A violation of
this covenant in the credit agreement would greatly limit the Company’s
financial flexibility, reduce available liquidity, and absent a waiver, could
give rise to an event of default under the credit agreement.  For the
forgoing reasons, the Company believes that the credit agreement is material to
its operations and that adjusted EBITDA is important to an evaluation of the
Company’s financial condition and liquidity.  As requested, the
Company will revise its future filings to reflect the forgoing.

      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 2005 agreement that
      resulted in the amortization of moving expenses over multiple fiscal
      years.  Your response should include how you originally
      accounted 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.

          2

            May 29, 2009

            Page 3
of 13

    As part
of negotiations to secure the employment services of Mr. Dan Stegemoller, on
December 1, 2005 Airgroup Corporation issued a note receivable in the amount of
$200,000 to Mr. Stegemoller representing funds for Mr. Stegemoller to move from
Phoenix, AZ to Seattle, WA as well as additional incentive to accept the
Company’s employment offer.  The agreement was that Mr. Stegemoller’s
note would accrue interest and be forgiven over a five year period on each
anniversary date at a rate of 20% per year.  The note receivable will
be fully amortized on December 1st, 2010 assuming Mr. Stegemoller continues his
employment.

              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 the amount of $500,000 during the fiscal year
      ended June 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 and/or revise to properly
      classify this amount in investing activities in accordance with paragraph
      15 of SFAS 95.

    In
connection with the recording of initial transaction in January of 2006,
the  Company recognized the $500,000 obligation to the seller to be
paid on the second year anniversary of the closing of the transaction and
reflected this obligation as long-term debt on the balance sheet and a source of
financing on the cashflow statement.  The disbursement of funds
reflected on the cashflow statement for the year ended June 30, 2008 reflected
the satisfaction of this obligation. This presentation is consistent with
financing activities in accordance with paragraphs 19 (b) and 20 (b) of SFAS
95.

              Notes to the
      Consolidated Financial Statements, page
  F-8

              General

              4.

              We
      note from page 23 that the company generates domestic and international
      transportation revenues.  We further note that the company is
      involved in several different revenue streams with the acquisitions 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 the above, please revise
      future filings to include the disclosures required by paragraphs 36
      through 39 of SFAS 131.

            3

              May 29, 2009

              Page 4
of 13

    Upon the
acquisition of Adcom, the Company considered SFAS 131 and concluded that no
separate reportable operating segment exists.  Adcom is similar to
Airgroup, sells the same products, and its business model is identical to
Airgroup’s.  In addition, the back-office operations historically
supporting the Adcom operations are being eliminated with all business being
managed from a single operating system and management team in Bellevue,
Washington.  Finally, the Company does not break out separate revenue
streams generated from the Adcom transaction for internal management analysis
nor external financial reporting.  As requested, the Company will
revise future filings to include the disclosures contemplated in paragraphs 36
through 39 of SFAS 13 as appropriate.

              Note 2 – Summary of
      Significant Accounting Policies, page
F-9

              j) Revenue Recognition
      and Purchased Transportation Costs, page
  F-11

              5.

              According
      to your revenue recognition footnote, 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 costs.  In this
      regard, 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 expenses recognition policy complies with one
      of the acceptable methods prescribed in EITF No. 91-9, which provides that
      recognition of freight revenue should occur when shipment has been
      completed and expenses are incurred.  We may have further
      comment upon receipt of your
response.

    The
Company’s revenue recognition policy complies with method No. 2 of EITF No.
91-9.  As a non-asset based logistics provider, the Company has
substantially completed all work that is required in connection with the
recognition of the revenue at the time it tenders the freight to the underlying
asset-based carrier.  The underlying asset-based carrier is the
service provider actually responsible for delivering the goods and would more
likely have its revenue recognition policy tied to the ultimate
delivery.

    By way of
further background, EITF No.91-9 was written primarily to provide revenue
recognition guidelines for motor carriers and other asset-based transportation
providers that are responsible for the physical delivery of product to
customers. As a non-asset based logistics provider, the Company has completed
the work that is required in connection with its recognition of the revenue
(i.e. the selection of, and the ultimate tender of the freight to, the
underlying asset based carrier to execute the physical movement of the
goods).  Simplistically, the Company could be considered a “travel
agent for freight”. The Company derives its revenues principally from domestic
and international freight forwarding services using a wide range of
transportation modes, including air, ocean, truck and rail. As a non-asset based
carrier, the Company does not own or lease aircraft, ships or heavy-duty trucks.
Rather, the Company generates its revenues by purchasing transportation capacity
from independent air, ocean and overland transportation providers and reselling
that capacity to its customers.

            4

              May 29, 2009

              Page 5
of 13

    Revenue
and cost of services derived from the Company's air, ocean and overland freight
forwarding services are recognized at the time the freight departs the terminal
of origin (i.e. tendered to the underlying asset based carrier), one of the
methods authorized by Emerging Issues Task Force ("EITF") Issue No. 91-9,
Revenue and Expense Recognition for Freight Services in Process.  This
method generally results in recognition of revenues and gross profit earlier
than methods that do not recognize revenues until a proof of delivery is
received. Note, however, that the Company's consolidated results of operations
would not have been materially different if one of the other acceptable methods
under EITF 91-9 had been applied.

              Note 4 – Acquisitions
      – Airgroup, page F-13

              6.

              Reference
      is made to your disclosure regarding the adjustment of $1.4 million to
      reduce the estimate of accrued transportation 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
      adjustment, 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 the amount that was originally booked and how you
      calculated or determined the requirement at time of acquisition and as of
      December 31, 2007.  We may have further comment upon receipt of
      your response.

    The
Company acquired Airgroup Corporation (“Airgroup”) in January of 2006 in a stock
based transaction.  There were approximately $5.0 million of
contingent (estimated) liabilities reflected as accrued transportation costs at
the date of acquisition.

    By way of
background, the initial recording of revenue and estimated transportation costs
associated with a particular shipment is initiated as a result of transactional
activity entered into the Company’s operating system by each of Airgroup’s 40
independent stations across North America.  These estimated costs of
purchased transportation are held as estimated liabilities until the underlying
invoice is received from the asset-based carrier and “matched” to the
transaction originally accrued.

            5

              May 29, 2009

              Page 6
of 13

    Although
most invoices are received on a timely basis, there can be significant delays in
the processing of a specific invoice depending on (1) the facts and
circumstances surrounding a particular shipment and/or (2) the efficiency of the
service provider’s back-office and their ability to generate an
invoice.  In some cases, the Company never receives an invoice for
previously accrued transportation costs.

    Airgroup’s
predecessor management team, based on their years of experience and desire to be
conservative, had historically carried these “orphaned” accrued transportation
costs for an extended period of time (in some cases five or more years) before
clearing them to earnings.

    With the
benefit of operating experience at Airgroup, management believes that a one year
horizon was more appropriate in managing the “orphaned” accruals as the
preponderance of any invoices to be received will be presented to the Company
for payment within 12 months of the service being provided. As of December 31,
2007, there was approximately $1.4 million in “orphaned” liabilities that
originated prior to January 1, 2006 (acquisition date) for which no invoice had
been received.  The Company required two years of operating experience
to draw the conclusion with respect to an appropriate time horizon.

    In
accordance with SAB.T.2A7, Loss Contingencies Assumed in a Business Combination
(SAB No. 92), the adjustment of the contingent liability was recognized as an
element of net income.  Management believes the best presentation of
this non recurring income item will be to reflect the adjustment amount as
“Other Income - Other” rather than include it as part of Income from
Operations.

              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 clarify this.  If this was not an acquisition
      of a b

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