UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark one)

                 |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2007

                                       OR

             |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                For the transition period from ______ to _______

                        COMMISSION FILE NUMBER 000-50908

                              RAND LOGISTICS, INC.

        (Exact name of small business issuer as specified in its charter)

           Delaware                                       20-1195343
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

             461 Fifth Avenue, 25th Floor, New York, New York 10017
             ------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 644-3450
                           ---------------------------
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

As of August 7, 2007, there were approximately 12,092,142 shares of the $.0001
Par Value Common Stock outstanding.

Transitional Small Business Disclosure Form (check one): Yes |_| No |X|

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RAND LOGISTICS, INC.
Consolidated Balance Sheets
(U.S. Dollars 000's)
================================================================================

<TABLE>
<CAPTION>
                                                                                                     June 30,            March 31,
                                                                                                      2007                 2007
ASSETS                                                                                             (unaudited)           (audited)
                                                                                                   -----------           ---------
<S>                                                                                               <C>                  <C>
CURRENT
         Cash and cash equivalents                                                                $      1,567         $      7,207
         Accounts receivable (Note 4)                                                                   13,167                2,702
         Prepaid expenses and other current assets (Note 5)                                              3,321                3,122
         Income taxes receivable                                                                           306                  263
         Deferred income taxes                                                                           1,283                1,219
-----------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                                    19,644               14,513
BLOCKED ACCOUNT (Note 3)                                                                                 2,700                2,700
PROPERTY AND EQUIPMENT, NET (Note 6)                                                                    68,047               66,859
DEFERRED INCOME TAXES                                                                                   14,098               13,574
DEFERRED DRYDOCK COSTS, NET (Note 7)                                                                     6,478                5,895
INTANGIBLE ASSETS, NET (Note 8)                                                                         13,613               13,334
GOODWILL (Note 8)                                                                                        6,363                6,363
-----------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                      $    130,943         $    123,238
===================================================================================================================================
LIABILITIES
CURRENT
         Bank indebtedness (Note 9)                                                               $      2,362         $      5,097
         Accounts payable                                                                               10,091               11,445
         Accrued liabilities (Note 10)                                                                   3,433                3,237
         Interest rate swap contract (Note 18)                                                              57                  135
         Income taxes payable                                                                              346                  385
         Deferred income taxes                                                                             892                  589
         Current portion of long-term debt  (Note 11)                                                    4,582                4,398
-----------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                               21,763               25,286
LONG-TERM DEBT  (Note 11)                                                                               35,008               34,864
ACQUIRED MANAGEMENT BONUS PROGRAM (Note 20)                                                              3,000                3,000
DEFERRED INCOME TAXES                                                                                   14,321               13,624
-----------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                       74,092               76,774
===================================================================================================================================
COMMITMENTS AND CONTINGENCIES (Notes 12 and 13)                                                             --                   --
STOCKHOLDERS' EQUITY
         Preferred stock, $.0001 par value,                                                             14,900               14,900
         Authorized 1,000,000 shares, Issued and outstanding 300,000 shares (Note 14)
         Common stock, $.0001 par value                                                                      1                    1
         Authorized 50,000,000 shares, Issued and outstanding 10,041,378 shares (Note 14)
         Additional Paid-in Capital                                                                     47,978               38,407
         Accumulated deficit                                                                            (7,101)              (5,947)
         Accumulated other comprehensive income (loss)                                                     576               (1,073)
         Minority interest of variable interest entity (Note 21)                                           497                  176
-----------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                                              56,851               46,464
-----------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                                        $    130,943         $    123,238
===================================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

RAND LOGISTICS, INC.
Consolidated Statements of Operations
(U.S. Dollars 000's)
================================================================================

<TABLE>
<CAPTION>
                                                                                                   Three months        Three months
                                                                                                  ended June 30,      ended June 30,
                                                                                                       2007                2006
                                                                                                   (unaudited)          (unaudited)
                                                                                                   -----------          -----------
<S>                                                                                               <C>                  <C>
REVENUE                                                                                           $     25,230         $     22,245
-----------------------------------------------------------------------------------------------------------------------------------
EXPENSES
            Outside voyage charter fees (Note 15)                                                        2,137                2,318
            Vessel operating expenses                                                                   17,317               14,295
            Repairs and maintenance                                                                         94                   57
            General and administrative                                                                   1,941                1,278
            Depreciation                                                                                 1,543                1,054
            Amortization of drydock costs                                                                  358                   84
            Amortization of intangibles                                                                    358                  353
            (Gain) loss on foreign exchange                                                               (173)                  37
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                        23,575               19,476
-----------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE OTHER INCOME AND EXPENSES AND INCOME TAXES                                                 1,655                2,769
-----------------------------------------------------------------------------------------------------------------------------------

OTHER INCOME AND EXPENSES
Interest expense (Note 16)                                                                               1,012                  674
Interest income                                                                                            (65)                  (2)
Gain on interest rate swap contract                                                                        (79)                  --
Amortization of chartering agreement costs                                                                  49                   --
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           917                  672
===================================================================================================================================
INCOME BEFORE INCOME TAXES                                                                                 738                2,097

PROVISION (RECOVERY) FOR INCOME TAXES
-----------------------------------------------------------------------------------------------------------------------------------
Current                                                                                                    (43)                 (80)
-----------------------------------------------------------------------------------------------------------------------------------
Deferred                                                                                                   361                1,165
-----------------------------------------------------------------------------------------------------------------------------------
NET INCOME BEFORE MINORITY INTEREST                                                               $        420         $      1,012
===================================================================================================================================
MINORITY INTEREST (Note 21)                                                                                321                   --
===================================================================================================================================
NET INCOME                                                                                                  99                1,012
===================================================================================================================================
PREFERRED STOCK DIVIDENDS                                                                         $        296         $        292
STOCK WARRANT INDUCEMENT DISCOUNT (Note 14)                                                       $        957                   --
===================================================================================================================================
NET (LOSS) INCOME APPLICABLE TO COMMON STOCKHOLDERS                                               $     (1,154)        $        720
===================================================================================================================================

Net (loss) earnings per share basic (Note 19)                                                     $      (0.12)        $        .13
===================================================================================================================================
Net (loss) earnings per share diluted                                                             $      (0.12)        $        .06
===================================================================================================================================
Weighted average shares basic                                                                        9,312,241            5,600,000
-----------------------------------------------------------------------------------------------------------------------------------
Weighted average shares diluted                                                                      9,312,241           15,841,639
===================================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

RAND LOGISTICS, INC.
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
(U.S. Dollars 000's)
================================================================================

<TABLE>
<CAPTION>
                                                                                                     Additional
                                                  Common Stock               Preferred Stock          Paid-In
                                              Shares        Amount         Shares       Amount        Capital
--------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>              <C>        <C>           <C>
Balances, March 31, 2006                     5,600,000    $        1       300,000    $   14,900    $   24,629
       Net loss                                     --            --            --            --            --
       Minority Interest                            --            --            --            --            --
       Preferred dividend                           --            --            --            --            --
       Common stock dividend                        --            --            --            --            --
       Warrant  conversion (Note 14)             3,820            --            --            --            19
       Shares issued, net of issuance
       cost of $50 (Note 14)                 2,402,957            --            --            --        12,950
       Restricted stock issued (Note 14)       120,400            --            --            --           809
       Translation adjustment                       --            --            --            --            --
       Comprehensive loss                           --            --            --            --            --
--------------------------------------------------------------------------------------------------------------
Balances, March 31, 2007                     8,127,177    $        1       300,000    $   14,900    $   38,407
==============================================================================================================
       Net income                                   --            --            --            --            --
       Minority Interest                            --            --            --            --            --
       Preferred dividend                           --            --            --            --            --
       Warrant conversion
        net of stock warrant
        inducement discount (Note 14 (b))    1,914,201            --            --            --         9,571
       Translation adjustment                       --            --            --            --            --
       Comprehensive income                         --            --            --            --            --
--------------------------------------------------------------------------------------------------------------
Balances, June 30, 2007                     10,041,378    $        1       300,000    $   14,900    $   47,978
==============================================================================================================

<CAPTION>
                                             Accumulated      Minority       Other           Total
                                               Surplus        Interest   Comprehensive   Stockholders'
                                              (Deficit)          VIE      Income (Loss)     Equity
----------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>           <C>            <C>
Balances, March 31, 2006                      $   (1,426)    $       --    $   (1,347)    $   36,757
       Net loss                                   (3,313)            --            --         (3,313)
       Minority Interest                             224            176            --            400
       Preferred dividend                         (1,182)            --            --         (1,182)
       Common stock dividend                        (250)            --            --           (250)
       Warrant  conversion (Note 14)                  --             --            --             19
       Shares issued, net of issuance
       cost of $50 (Note 14)                          --             --            --         12,950
       Restricted stock issued (Note 14)              --             --            --            809
       Translation adjustment                         --             --           274            274
       Comprehensive loss                             --             --            --         (3,039)
----------------------------------------------------------------------------------------------------
Balances, March 31, 2007                      $   (5,947)    $      176    $   (1,073)    $   46,464
====================================================================================================
       Net income                                    420             --            --            420
       Minority Interest                            (321)           321            --              0
       Preferred dividend                           (296)            --            --           (296)
        Warrant conversion
        net of stock warrant
        inducement discount (Note 14 (b))           (957)            --            --          8,614
       Translation adjustment                         --             --         1,649          1,649
       Comprehensive income                           --             --            --          2,069
----------------------------------------------------------------------------------------------------
Balances, June 30, 2007                       $   (7,101)    $      497    $      576     $   56,851
====================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

RAND LOGISTICS, INC.
Consolidated Statements of Cash Flows
(U.S. Dollars 000's)
================================================================================

<TABLE>
<CAPTION>
                                                                                                         Three months
                                                                                    Three months ended      ended
                                                                                       June 30, 2007    June 30, 2006
                                                                                        (unaudited)      (unaudited)
                                                                                    ------------------  -------------
<S>                                                                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net income                                                                          $    420         $  1,012
      Adjustments to reconcile net income to net cash used
                    by operating activities
                          Depreciation and amortization of drydock costs                     1,901            1,138
                          Amortization of intangibles and deferred financing costs             497              382
                          Deferred income taxes                                                361            1,165
                          Gain on interest rate swap                                           (79)              --
                    Changes in assets and liabilities, net of amounts acquired:
                          Accounts receivable                                              (10,465)          (8,686)
                          Prepaid expenses and other current assets                           (199)              68
                          Accounts payable and accrued liabilities                          (1,454)             407
                          Income taxes payable                                                 (82)            (144)
-------------------------------------------------------------------------------------------------------------------
                                                                                            (9,100)          (4,658)
-------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of property and equipment                                                      (166)            (766)
      Deferred drydock costs                                                                  (743)              --
      Deferred acquisition costs                                                                --             (190)
-------------------------------------------------------------------------------------------------------------------
                                                                                              (909)            (956)
-------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from exercise of warrants                                                     8,614               --
      Long term-debt repayment                                                                (863)              --
      Debt financing costs                                                                     (46)              --
      Capital lease repayment                                                                   --              (10)
      Proceeds from bank indebtedness                                                        3.446           10,137
      Repayment of bank indebtedness                                                        (6,181)          (6,241)
-------------------------------------------------------------------------------------------------------------------
                                                                                             4,970            3,886
-------------------------------------------------------------------------------------------------------------------
EFFECT OF FOREIGN EXCHANGE RATES ON CASH                                                      (601)             (79)
===================================================================================================================
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                   (5,640)          (1,807)
===================================================================================================================
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                               7,207            2,574
-------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF  PERIOD                                                 $  1,567         $    767
===================================================================================================================
SUPPLEMENTAL CASH FLOW DISCLOSURE
      Payments for interest                                                               $    846         $    575
      Payment of income taxes                                                             $     43               22
</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

1.    SIGNIFICANT ACCOUNTING POLICIES

      Basis of presentation and consolidation

      The consolidated financial statements for the periods ended at June 30,
      2007 and June 30, 2006 are unaudited. The consolidated financial
      statements are prepared in accordance with accounting principles generally
      accepted in the United States of America and include the accounts of Rand
      Finance Corp. and Rand LL Holdings Corp., 100% subsidiaries of the
      Company, and the accounts of Lower Lakes Towing Ltd., Lower Lakes
      Transportation Company Limited and Grand River Navigation Company, Inc.,
      each of which is a 100% subsidiary of Rand LL Holdings Corp. and Wisconsin
      & Michigan Steamship Company ("WMS"), a variable interest entity as
      discussed in Note 21. On February 28, 2007, Port Dover Steamship Company
      Limited, a 100% wholly owned subsidiary of Lower Lakes Towing Ltd. was
      amalgamated under Canadian law with Lower Lakes Towing Ltd. and the newly
      amalgamated Lower Lakes Towing Ltd. is a 100% subsidiary of Rand LL
      Holdings Corp.

      The consolidated financial statements include the accounts of the Company
      and all of its wholly-owned subsidiaries. All significant intercompany
      transactions and balances have been eliminated. Operating results for the
      interim period presented are not necessarily indicative of the results to
      be expected for a full year, in part due to the seasonal nature of the
      business. The statements and related notes have been prepared pursuant to
      the rules and regulations of the U.S. Securities and Exchange Commission.
      Accordingly, certain information and footnote disclosures normally
      included in financial statements prepared in accordance with generally
      accepted accounting principles have been omitted pursuant to such rules
      and regulations. These financial statements should be read in conjunction
      with the financial statements that were included in the Company's Annual
      Report on Form 10-KSB for the period ended March 31, 2007.

      Cash and cash equivalents

      The Company considers all highly liquid investments with an original
      maturity of three months or less to be cash equivalents.

      Accounts receivable and concentration of credit risk

      The majority of the Company's accounts receivable are amounts due from
      customers with other accounts receivable including insurance and Goods and
      Service Tax refunds accounting for the balance. The majority of accounts
      receivable are due within 30 to 60 days and are stated at amounts due from
      customers net of an allowance for doubtful accounts. Accounts outstanding
      longer than the contractual payment terms are considered past due. The
      Company has an allowance for doubtful accounts of $50 as of June 30, 2007
      and March 31, 2007. The company has historically had no significant bad
      debts. Interest is not accrued on outstanding receivables.

      Revenue recognition

      The Company generates revenues from freight billings under contracts of
      affreightment (voyage charters) on a rate per ton basis. Voyage charter
      revenue is recognized ratably over the period from the departure of a
      vessel from its original shipping point to its destination, the Company
      has a signed contract of affreightment, the contract price is fixed or
      determinable and collection is reasonably assured. Included in freight
      billings are other fees such as fuel surcharges and other freight
      surcharges, which represent pass-through charges to customers for toll
      fees, lockage fees and ice breaking fees paid to other parties. Fuel
      surcharges are recognized ratably over the voyage, while freight
      surcharges are recognized when the associated costs are incurred. Freight
      surcharges are insignificant and amount to less than 1% of total revenues
      for the periods presented.

      The Company subcontracts excess customer demand to other freight
      providers. Service to customers under such arrangements is transparent to
      the customer and no additional services are being provided to customers.
      Consequently, revenues recognized for customers serviced by freight
      subcontractors are recognized on the same basis as described above. In
      addition, revenues are presented on a gross basis in accordance with the
      guidance in EITF 06-3, "Reporting Revenue Gross as a Principal versus Net
      as an Agent." Costs for subcontracted freight providers, presented as
      "Outside voyage charter fees" on the statement of operations are
      recognized ratably over the voyage.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

1.    SIGNIFICANT ACCOUNTING POLICIES (continued)

      Fuel and lubricant inventories

      Raw materials, fuel, and operating supplies, are accounted for on a
      first-in, first-out cost method (based on monthly averages). Raw materials
      are stated at the lower of actual cost (first-in, first-out method) or
      market. Operating supplies are stated at actual cost or average cost.

      Intangible assets and goodwill

      The Company adopted SFAS No. 141, "Business Combinations" ("SFAS 141") and
      SFAS No. 142, "Goodwill and other Intangible Assets ("SFAS 142")." SFAS
      No. 141 requires all business combinations to be accounted for using the
      purchase method of accounting and that certain intangible assets acquired
      in a business combination must be recognized as assets separate from
      goodwill. SFAS No. 142 provides that intangible assets with indefinite
      lives and goodwill will not be amortized but will be tested at least
      annually for impairment and whenever events or changes in circumstances
      indicate that the carrying value of the asset may not be recovered. If the
      asset is impaired, it will be written down to its fair value.

      Intangible assets consist primarily of goodwill, financing costs,
      trademarks, trade names, non-competition agreements and customer
      relationships and contracts. In accordance with SFAS 142, the Company
      reviews goodwill for impairment at least annually using a two-step
      impairment test to first identify potential impairment and then to measure
      the amount of the impairment, if any. Chartering agreement costs are
      primarily legal costs of establishing the time chartering agreements with
      the VIE, including loan and guaranty documentation. These costs are being
      amortized over the term of the time chartering agreement, and related
      debt. Other intangibles are amortized as follows:

<TABLE>
<S>                                              <C>
      Trademarks and trade names                 10 years straight-line
      Non-competition agreements                  4 years straight-line
      Customer relationships and contracts       15 years straight-line
      Chartering agreement costs                 29 months (term of Chartering agreement)
</TABLE>

      Property and equipment

      Property and equipment are recorded at cost and have been valued as of the
      date of acquisition. Depreciation methods for capital assets are as
      follows:

<TABLE>
<S>                                              <C>
      Vessels                                    4 - 25 years straight-line
      Leasehold improvements                     7 - 12 years straight-line
      Furniture and equipment                    20% declining-balance
      Computer equipment                         45% declining-balance
</TABLE>

      Deferred charges

      Deferred charges include capitalized drydock expenditures and deferred
      financing costs. Drydock costs incurred during statutory Canadian and
      United States certification processes are capitalized and amortized on a
      straight-line basis over the benefit period, which is 60 months. Drydock
      costs include costs of work performed by third party shipyards,
      subcontractors and other direct expenses to complete the mandatory
      certification process. Deferred financing costs are amortized on a
      straight-line basis over the term of the related debt, which approximates
      the effective interest method.

      Repairs and maintenance

      The Company's vessels require repair and maintenance each year to ensure
      the fleet is operating efficiently during the shipping season. The vast
      majority of repairs and maintenance are completed in January, February and
      March of each year when the vessels are inactive. The Company expenses
      such routine repairs and maintenance costs. Significant repairs to the
      Company's vessels, whether owned or available to the Company under a time
      charter, such as major engine overhauls and hull repairs, are capitalized
      and amortized over the remaining life of the asset repaired, or remaining
      lease term, whether it is engine equipment, the vessel or leasehold
      improvements to a vessel leased under time charter agreement.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

1.    SIGNIFICANT ACCOUNTING POLICIES (continued)

      Impairment of long-lived assets

      Long-lived assets include property, intangible assets subject to
      amortization, and certain other assets. The carrying values of these
      assets are periodically reviewed for impairment or whenever events or
      changes in circumstances indicate that the carrying amounts may not be
      recoverable. The Company evaluates impairment by comparing the fair value
      of the intangible assets with indefinite lives and goodwill with their
      carrying values. The Company determines fair value of goodwill by
      evaluating the fair value of the acquired business as well as using the
      sum of the undiscounted cash flows projected to be generated by the
      acquired business giving rise to that goodwill. This requires the Company
      to make long-term forecasts of future revenues and costs related to the
      assets subject to review. These forecasts require assumptions about demand
      for the Company's services and future market conditions. Recoverability of
      assets to be held and used is measured by a comparison of the carrying
      amount of an asset to estimated undiscounted future cash flows expected to
      result from its use and eventual disposition. If the carrying amount of an
      asset exceeds its estimated future cash flows, an impairment charge is
      recognized for the amount by which the carrying value of the asset exceeds
      its fair value. If a readily determinable market price does not exist,
      fair value is estimated using undiscounted expected cash flows
      attributable to the assets.

      Presentation of Taxes Collected from Customers (Gross Versus Net)

      In June 2006, FASB ratified the consensus reached by the Emerging Issues
      Task Force in Issue No. 06-3, "How Taxes Collected from Customers and
      Remitted to Governmental Authorities Should be presented in the Income
      Statement (That is, Gross Versus Net Presentation)." Issue No. 06-3
      requires disclosure of an entity's accounting policy regarding the
      presentation of taxes assessed by a governmental authority that are
      directly imposed on a revenue-producing transaction between a seller and a
      customer, including sales, use, value added and some excise taxes. The
      company presents sales net of taxes in its consolidated statement of
      income. The adoption of Issue No. 06-3, which is effective for interim and
      annual reporting periods beginning after December 15, 2006, did not have
      an impact on the Corporation's consolidated financial statements.

      Income taxes

      The Company accounts for income taxes in accordance with Statement of
      Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
      Taxes" ("SFAS 109"). SFAS 109 requires the determination of deferred tax
      assets and liabilities based on the differences between the financial
      statement and income tax bases of tax assets and liabilities, using
      enacted tax rates in effect for the year in which the differences are
      expected to reverse. A valuation allowance is recognized, if necessary, to
      measure tax benefits to the extent that, based on available evidence, it
      is more likely than not that they will be realized.

      Accounting for uncertainty in income taxes

      In July 2006, the FASB issued Interpretation No. 48, "Accounting for
      Uncertainty in Income Taxes--an Interpretation of FASB Statement No. 109"
      ("FIN 48"). FIN 48 addresses the determination of how tax benefits claimed
      or expected to be claimed on a tax return should be recorded in the
      financial statements. Under FIN 48, the Company may recognize the tax
      benefit from an uncertain tax position only if it is more likely than not
      that the tax position will be sustained on examination by the taxing
      authorities, based on the technical merits of the position. The tax
      benefits recognized in the financial statements from such a position are
      measured based on the largest benefit that has a greater than fifty
      percent likelihood of being realized upon ultimate resolution. The impact
      of the Company's reassessment of its tax positions in accordance with FIN
      48 did not have a material effect on the results of operations, financial
      condition or liquidity.

      The Company adopted the provisions of FASB Interpretation No. 48,
      "Accounting for Uncertainty in Income Taxes--an Interpretation of FASB
      Statement No. 109" ("FIN 48") effective April 1, 2007. The adoption of FIN
      48 on April 1, 2007 did not result in a cumulative effect adjustment to
      accumulated deficit. At April 1, 2007, the Company had $nil of
      unrecognized tax benefits which, if recognized, would favorably affect the
      effective income tax rate in future periods.

      Consistent with its historical financial reporting, the Company has
      elected to classify interest expense related to income tax liabilities,
      when applicable, as part of the interest expense in its Consolidated
      Statements of Operations rather than income tax expense. The Company will
      continue to classify income tax penalties as part of selling, general and
      administrative expense in its Consolidated Statements of Operations. To
      date, the Company has not incurred material interest expenses relating to
      assessed taxation years.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

1.    SIGNIFICANT ACCOUNTING POLICIES (continued)

      The last year examined by the IRS is unknown. The Company's primary state
      tax jurisdictions are Michigan, Ohio and New York and its only
      international jurisdiction is Canada. The following table summarizes the
      open tax years for each major jurisdiction:

                     Jurisdiction                Open Tax Years
                     ------------                --------------
                       Federal                     2004 - 2007
                       Michigan                    2004 - 2007
                         Ohio                      2004 - 2007
                       New York                    2004 - 2007
                        Canada                     2002 - 2007

      Foreign currency translation

      The Company uses the U.S. Dollar as its reporting currency. The functional
      currency of Lower Lakes Towing Ltd. is the Canadian Dollar. The functional
      currency of the Company's U.S. subsidiaries is the U.S. Dollar. In
      accordance with Statement of Financial Accounting Standards No. 52,
      "Foreign Currency Translation", assets and liabilities denominated in
      foreign currencies are translated into U.S. Dollars at the rate of
      exchange at the balance sheet date, while revenue and expenses are
      translated at the weighted average rates prevailing during the respective
      periods. Components of shareholders' equity are translated at historical
      rates. Exchange gains and losses resulting from translation are reflected
      in accumulated other comprehensive loss.

      Advertising costs

      The Company expenses all advertising costs as incurred. These costs are
      included in administration costs and were insignificant during the periods
      presented.

      Estimates and measurement uncertainty

      The preparation of consolidated financial statements in conformity with
      accounting principles generally accepted in the United States requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the consolidated financial statements and the
      reported amounts of revenue and expenses during the reporting period.
      Significant estimates included in the preparation of these financial
      statements include the assumptions used in determining whether assets are
      impaired and the assumptions used in determining the valuation allowance
      for deferred income tax assets. Actual results could differ from those
      estimates.

      Stock-based compensation

      Effective April 1, 2006, the Company adopted SFAS No. 123(R), Share-Based
      Payment, using the modified prospective method. This method requires
      compensation cost to be recognized beginning on the effective date based
      on the requirements of SFAS 123(R) for all share-based payments granted or
      modified after the effective date. Under this method, the Company
      recognizes compensation expense for the portion of awards for which the
      requisite service has not been rendered (unvested awards) that are
      outstanding after the effective date as the remaining service is rendered.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

1.    SIGNIFICANT ACCOUNTING POLICIES (continued)

      Variable interest entities

      Effective for the second fiscal quarter ended September 30, 2006, the
      Company implemented FASB Interpretation ("FIN") 46R, which requires that
      the Company consolidate certain entities on the basis other than through
      ownership of a voting interest of the entity (see Note 21). One VIE has
      been identified and consolidated in accordance with FIN 46R.

2.    RECENTLY ISSUED PRONOUNCEMENTS

      Fair value measurement

      In September 2006, the FASB issued FASB Statement 157, "Fair Value
      Measurements", for fiscal years beginning after November 15, 2007. The
      Company will be required to adopt this standard for the fiscal year March
      31, 2009 and is presently evaluating the impact of adopting this standard
      on its consolidated financial statements.

      Fair value option for financial assets and financial liabilities

      In February 2007, the FASB issued SFAS No. 159, "Fair Value Option for
      Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159
      requires all companies the option to irrevocably elect to report
      recognized financial assets and liabilities at fair value on a
      contract-by-contract basis. Effective as of the beginning of the first
      fiscal year that begins after November 15, 2007, the company has the
      option of early adoption, provided the company also elects to apply the
      provisions of FASB Statement No. 157, "Fair Value Measurements". The
      Company is presently evaluating the impact of adopting this standard on
      its consolidated financial statements. The adoption of SFAS No. 159 is not
      expected to have a material impact on the Company's consolidated financial
      statements.

3.    BLOCKED ACCOUNT SECURITY AGREEMENT

      On August 1, 2006, Rand Finance Corp. entered into a Blocked Account
      Security Agreement with National Commercial Capital Company, LLC, and
      deposited $2,700,000 on August 1, 2006 into a blocked account. The blocked
      account represents amounts which may be drawn by WMS under the Senior
      Subordinated Note Purchase Agreement between, among others, Rand Finance
      Corp. and WMS. Amounts on deposit in the blocked account will become
      available to the Company after October 31, 2008.

4.    ACCOUNTS RECEIVABLE

      Trade receivables are presented net of an allowance for doubtful accounts.
      The allowance was $50 as of June 30, 2007 and March 31, 2007. The
      allowance for doubtful accounts reflects estimates of probable losses in
      trade receivables. The Company manages and evaluates the collectibility of
      its trade receivables as follows. Management reviews aged accounts
      receivable listings and contact is made with customers that have extended
      beyond agreed upon credit terms. Senior management and operations are
      notified that when they are contacted by such customers for a future
      delivery to ensure any past due amounts are paid before any future cargo
      is booked for shipment. Customer credit risk is also managed by reviewing
      the history of payments of the customer, the size of the customer, the
      period of time within the shipping season and demand for future cargos.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

5.    PREPAID EXPENSES AND OTHER CURRENT ASSETS

      Prepaid expenses and other current assets are comprised of the following:

                                                    June 30,       March 31,
                                                      2007           2007
                                                  (unaudited)      (audited)
                                                  -----------      ---------

      Prepaid insurance                              $  449         $  207
      Fuel and lubricants                             1,517          1,364
      Deposits and other prepaid                      1,355          1,551
      --------------------------------------------------------------------
                                                     $3,321         $3,122
      ====================================================================

6.    PROPERTY AND EQUIPMENT

      Property and equipment are comprised of the following:

                                                   June 30, 2007  March 31, 2007
                                                   (unaudited)      (audited)
                                                   -------------  --------------
      Cost
        Vessels                                       $73,351        $70,543
        Leasehold improvements                          1,439          1,397
        Furniture and equipment                           121            116
        Computer equipment and purchased software         261            229
      ----------------------------------------------------------------------
                                                      $75,172        $72,285
      ======================================================================
      Accumulated depreciation
        Vessels                                       $ 6,842        $ 5,204
        Leasehold improvements                            155            125
        Furniture and equipment                            31             24
        Computer equipment and purchased software          97             73
      ----------------------------------------------------------------------
                                                      $ 7,125        $ 5,426
      ----------------------------------------------------------------------
                                                      $68,047        $66,859
      ======================================================================

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

7.    DEFERRED DRYDOCK COSTS

      Deferred charges are comprised of the following:

                                                 June 30, 2007   March 31, 2007
                                                   (unaudited)     (audited)
                                                 -------------   --------------

        Drydock expenditures                         $7,257         $6,279
        Accumulated amortization                        779            384
                                                     ---------------------
                                                     $6,478         $5,895
      ====================================================================

8.    INTANGIBLE ASSETS AND GOODWILL

      Intangibles are comprised of the following:

                                                  June 30, 2007  March 31, 2007
                                                   (unaudited)     (audited)
                                                  -------------  --------------
      Intangible assets
         Deferred financing costs                    $ 1,257        $ 1,172
         Trademarks, trade names                         976            922
         Non-competition agreements                    2,237          2,114
         Customer relationships and contracts         11,179         10,563
         Chartering agreement costs                      481            481
      ---------------------------------------------------------------------
         Total Identifiable Intangibles              $16,130        $15,252
      ---------------------------------------------------------------------
      Accumulated amortization
         Deferred financing costs                    $   368        $   270
         Trademarks, trade names                         129             99
         Non-competition agreements                      825            632
         Customer relationships and contracts          1,004            773
         Chartering agreement costs                      191            144
      ---------------------------------------------------------------------
                                                       2,517          1,918
      ---------------------------------------------------------------------
      Total intangible assets                        $13,613        $13,334
      =====================================================================
      Goodwill                                       $ 6,363        $ 6,363
      =====================================================================

      Intangible asset amortization over the next five years is estimated as
      follows:

           2008                                                  $  2,018
           2009                                                     1,813
           2010                                                     1,134
           2011                                                       966
           2012                                                       873
      -------------------------------------------------------------------
                                                                 $  6,804
      ===================================================================

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

9.    BANK INDEBTEDNESS

      At June 30, 2007, the Company had authorized operating lines of credit in
      the amounts of $3,000 CDN and $6,500 US (March 31, 2007 - $3,000 CDN and
      $6,500 US) with its senior lender, and was utilizing $2,362 at June 30,
      2007 ($5,097 at March 31, 2007), and maintained a letter of credit of $575
      Canadian dollars. The line of credit bears interest at Canadian Prime Rate
      plus 1.5% or Canadian 30 day BA rate plus 2.5% on Canadian dollar
      borrowings and U.S. Base rate plus 1.5% or LIBOR plus 2.5% on U.S. Dollar
      borrowings and is secured under the same terms and has the same financial
      covenants as described in Note 11. The effective interest rates on the
      operating lines of credit at June 30, 2007 were 6.87% on the Canadian term
      loan and 7.82% on the U.S. operating line of credit.

10.   ACCRUED LIABILITIES

      Accrued liabilities are comprised of the following:

                                                    June 30,       March 31,
                                                      2007           2007
                                                  (unaudited)      (audited)
                                                  -----------      ---------
        Payroll                                      $2,203         $2,097
        Professional fees                               471            689
        Interest                                        166             99
        Preferred stock dividends                       593            296
        Other                                            --             56
                                                     ---------------------
                                                     $3,433         $3,237
      ====================================================================

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

11.   LONG-TERM DEBT

      On March 3, 2006, Lower Lakes Towing Ltd., Lower Lakes Transportation and
      Grand River as borrowers, entered into the Credit Agreement which provides
      for a senior credit facility with General Electric Capital Corporation and
      a Canadian affiliate, as agent and as a lender. On August 1, 2006, Lower
      Lakes Towing Ltd., Lower Lakes Transportation Company, Grand River
      Navigation Company, Inc., Rand LL Holdings, each subsidiaries of Rand
      entered into a First Amendment to the Credit Agreement, dated March 3,
      2006, with General Electric Capital Corporation, as Agent and a lender,
      and GE Canada Finance Holding Company, as a lender, and certain of each
      such party's affiliates (the "Credit Agreement"). The Amendment increased
      the maximum available under the operating lines of credit described in
      Note 12. On February 28, 2007 the parties to the Credit Agreement entered
      into a Second Amendment of the Credit Agreement to permit the amalgamation
      of two Canadian subsidiaries. On March 23, 2007, a Third Amendment,
      permitting the acquisition of one of the vessels, Manistee, was made to
      the Credit Agreement. On June 27, 2007, each of the parties to the Credit
      Agreement entered into a Fourth Amendment. The Fourth Amendment permitted
      all Fiscal 2007 capital expenditures, and allowed certain time charter
      expenses to be excluded from EBITDA, in the financial covenant
      calculations within the Credit Agreement.

      The senior credit facility, as amended, provides the operating line of
      credit described in Note 9, (a) a Canadian dollar denominated term loan
      facility under which Lower Lakes borrowed Cdn $21,200, and (b) a US dollar
      denominated term loan facility under which Grand River borrowed US $6,200.
      Rand is neither a party to the Credit Agreement nor a guarantor of any
      obligations under the Credit Agreement.

      Obligations under the senior credit facility are collateralized by a first
      priority lien and security interest on all of the borrowers' assets,
      tangible or intangible, real, personal or mixed, existing and newly
      acquired, and a pledge by Rand LL Holdings Corp. of all of the outstanding
      capital stock of Lower Lakes Transportation and Grand River and 65% of the
      outstanding capital stock of Lower Lakes Towing Ltd.. In addition, all
      obligations under the senior credit facility will also be secured by a
      pledge, with limited exception, of all the outstanding capital stock of
      the borrowers' subsidiaries. The indebtedness of each borrower under the
      credit facility is unconditionally guaranteed by each other borrower and
      by Rand LL Holdings Corp. and such guaranty is secured by a lien on
      substantially all of the assets of each borrower and Rand LL Holdings
      Corp.

      Under the senior credit facility, the borrowers will be required to make
      mandatory prepayments of principal on term loan borrowings (i) if the
      outstanding balance of the term loans plus the outstanding balance of the
      seasonal facilities exceeds the sum of 75% of the fair market value of the
      vessels owned by the borrowers, less the amount of outstanding liens
      against the vessels with priority over the Lenders' liens, in an amount
      equal to such excess, (ii) in the event of certain dispositions of assets
      and insurance proceeds (all subject to certain exceptions), in an amount
      equal to 100% of the net proceeds received by the borrowers there from,
      and (iii) in an amount equal to 100% of the net proceeds to a borrower
      from any issuance of a borrower's debt or equity securities.

      The senior credit facility contains certain covenants, including those
      limiting borrowers' and their subsidiaries' ability to incur indebtedness,
      incur liens, sell or acquire assets or businesses, change the nature or
      its business, engage in transactions with related parties, make certain
      investments or pay dividends. In addition, the senior credit facility
      requires the borrowers to maintain certain financial ratios. Failure of
      the borrowers to comply with any of these covenants or financial ratios
      could result in the loans under the senior credit facility being
      accelerated. As of June 30, 2007, the Borrowers failed to meet a financial
      covenant contained in the Senior Credit Facility which constituted an
      "Event of Default", as defined in the Senior Credit Facility. On August 7,
      2007, the Borrowers obtained a waiver from the Lender waiving such Event
      of Default.

      Senior debt instrument (a) is collateralized by a first charge against all
      property, a general security agreement over inventory and equipment,
      marine mortgages on all vessels owned by the Company and its affiliates as
      well as assignment of contracts of affreightment and insurance. Senior
      debt instrument (b) is collateralized by assets of Grand River, a marine
      mortgage and collateral marine agreement covering the vessels owned by
      Grand River.

      The effective interest rates on the term loans at June 30, 2007 were 6.87%
      on the Canadian term loan and 7.82% on the U.S. term loan.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

11.   LONG TERM DEBT (continued)

<TABLE>
<CAPTION>
                                                                                                    June 30, 2007  March 31, 2007
                                                                                                     (unaudited)      (audited)
                                                                                                    -------------  --------------
<S>                                                                                                 <C>              <C>
     a)  Term loan  bearing  interest at  Canadian  Prime rate plus 1.5% or Canadian BA rate
         plus 2.5% at the  Company's  option.  The loan is  repayable  over a five year term
         until  December  2010 with current  quarterly  payments of $636 Cdn until  December
         2010,  and the  balance  due March  2011.  The term loan is  collateralized  by the
         assets of Lower Lakes Towing Ltd.                                                          $     17,710     $   16,892

     b)  Term loan  bearing  interest  at U.S.  Base rate plus 1.5% or U.S.  LIBOR rate plus
         2.5% at the  Company's  option.  The loan is repayable  over a five year term until
         December 2010 with current  quarterly  payments of $186 US until December 2010, and
         the  balance  due March 2011.  The term loan is  collateralized  by assets of Grand
         River.                                                                                            5,694          5,880

     c)  VIE's  subordinated  note  bearing  Payment  in Kind  (PIK)  interest  at  10%.  No
         principal  payments  until July 31, 2009,  at which time the entire  balance of the
         note and PIK interest is due.  The note is unsecured.                                             2,411          2,352

     d)  VIE's  senior note  bearing  interest at a rate of 9.06%.  The note is repayable in
         quarterly  payments of $362,  beginning on March 31,  2007,  and the balance is due
         December  31,   2008.   The  note  is   collateralized   by  a  mortgage  on  three
         time-chartered  vessels  and lien on all  Wisconsin  & Michigan  Steamship  Company
         assets.                                                                                          13,775         14,138
     --------------------------------------------------------------------------------------------------------------------------
                                                                                                    $     39,590     $   39,262

         Less amounts due within 12 months                                                                 4,582          4,398
     --------------------------------------------------------------------------------------------------------------------------
                                                                                                    $     35,008     $   34,864
     ==========================================================================================================================
</TABLE>

      Principal payments are due as follows:

      2008                                               $     4,582
      2009                                                    15,457
      2010                                                     5,543
      2011                                                    14,008
      --------------------------------------------------------------
                                                         $    39,590
      ==============================================================

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

12.   COMMITMENTS

      The Company entered into a bareboat charter agreement for the McKee Sons
      barge which expires in 2018. Total charter commitments for the McKee
      vessel for the term of the lease before inflation adjustment are given
      below. The lease contains a clause whereby annual payments escalate at the
      Consumer Price Index, capped at a maximum annual increase of 3%.

                  2008                                          $    675
                  2009                                               675
                  2010                                               675
                  2011                                               675
                  2012                                               675
      Thereafter                                                   4,050
      ==================================================================
                                                                $  7,425
      ==================================================================

      The Company has not entered into any other significant operating leases.

13.   CONTINGENCIES

      Several legal claims have been filed against the Company. Most of these
      claims are for insignificant amounts. Given Management's assessment that
      losses were probable and reasonably estimable, and based on advice from
      the Company's outside counsel, a provision of nil as of June 30, 2007 and
      $250 as of March 31, 2007 has been recorded for various claims. Management
      does not anticipate material variations in actual losses from the amounts
      accrued related to these claims. The Company is subject to other legal
      proceedings in the normal course of business. Management believes these
      proceedings will not have a material adverse effect on the consolidated
      financial statements.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

14.   STOCKHOLDERS' EQUITY

      On October 7, 2004, the Company's Board of Directors authorized a stock
      dividend of 0.1428571 shares of common stock for each outstanding share of
      common stock. All references in the accompanying financial statements to
      the number of shares of stock have been retroactively restated to reflect
      this transaction.

      At December 31, 2005, 10,100,000 shares of common stock were reserved for
      issuance upon exercise of redeemable warrants and the underwriters' unit
      purchase option. Each warrant allows its holder to purchase one fully paid
      and non-assessable share of the Company's common stock at the price of
      $5.00 per share. The warrants expire on October 26, 2008. The Company may
      call the warrants for redemption, in whole and not in part, at a price of
      $.01 per warrant at any time after the warrants become exercisable, upon
      not less than 30 days prior written notice of redemption to each warrant
      holder, and if, and only if, the reported last sale price of the Company's
      common stock equals or exceeds $8.50 per share, for any 20 trading days
      within a 30 trading day period ending on the third business day prior to
      the notice of redemption to warrant holders.

      Options and warrants issued in conjunction with the Company's initial
      public offering are equity linked derivatives and accordingly represent
      off-balance sheet arrangements. The options and warrants meet the scope
      exception in paragraph 11(a) of FAS 133 and are accordingly not accounted
      for as derivatives for purposes of FAS 133, but instead are accounted for
      as equity.

      The exercise price and number of shares of common stock issuable on
      exercise of the warrants may be adjusted in certain circumstances
      including in the event of a stock dividend, or the Company's
      recapitalization, reorganization, merger or consolidation. However, the
      warrants will not be adjusted for issuances of common stock at a price
      below their respective exercise prices.

      No warrants will be exercisable unless at the time of exercise a
      prospectus relating to the common stock issuable upon exercise of the
      warrants is current and the common stock has been registered or qualified
      or deemed to be exempt under the securities laws of the state of residence
      of the holder of the warrants. Under the terms of the agreement, the
      Company has agreed to meet these conditions and use its best efforts to
      maintain a current prospectus relating to the common stock issuable upon
      exercise of the warrants. However, the Company cannot assure that it will
      be able to do so. The warrants may be deprived of any value and the market
      for the warrants may be limited if the prospectus relating to the common
      stock issuable upon the exercise of the warrants is not current or if the
      common stock is not qualified or exempt from qualification in the
      jurisdictions in which the holders of the warrants reside. The Company is
      not obligated to incur any liquidation damages or penalties in connection
      with the exercise of the warrants.

      No fractional shares will be issued upon exercise of the warrants.
      However, if a warrant holder exercises all warrants then owned of record
      by him, the Company will pay to the warrant holder, in lieu of the
      issuance of any fractional share which is otherwise issuable to the
      warrant holder, an amount in cash based on the market value of the common
      stock on the last trading day prior to the exercise date.

      On April 30, 2007, the Company entered into a Warrant Exercise Agreement
      with Knott Partners, LP; Knott Partners Offshore Master Fund, LP;
      CommonFund Hedged Equity Company; Shoshone Partners, LP; Finderne, LLC;
      Good Steward Trading Company SPC; and Leonard & Margaret Frierman (the
      "Knott Entities"), pursuant to which the Knott Entities agreed to exercise
      1,504,000 of the Company's publicly traded warrants and the Company agreed
      to accept $4.50, rather than the $5.00 exercise price provided in the
      warrant, as the exercise price for each such warrant. On the same date,
      the Company received $6,768 of proceeds, net of stock warrant inducement
      discount, from the exercise of the subject warrants and the Company
      authorized the issuance of the 1,504,000 shares of its common stock
      issuable upon exercise of such warrants.

      On May 4, 2007, the Company reduced the exercise price of its outstanding,
      publicly traded warrants to $4.50 (from the $5.00 exercise price provided
      by the original terms of the warrants) until July 13, 2007 (the extended
      "Expiration Time"). Any and all warrants properly exercised in accordance
      with the terms of the warrants prior to the Expiration Time were accepted
      by the Company at the reduced exercise price, and one share of registered
      common stock per warrant was issued to the exercising warrant holder.
      After the Expiration Time, the $5.00 exercise price included in the
      original terms of the warrants was reinstituted. Except for the reduced
      exercise price of the warrants prior to the Expiration Time, the terms of
      the warrants remain unchanged. The reduced exercise price applied to all
      of the Company's currently outstanding publicly traded warrants, including
      those warrants still included as part of the units issued in the Company's
      initial public offering. Each officer, director, employee and consultant
      of the Company has agreed not to exercise their warrants prior to the
      Expiration Time. As of June 30, 2007, 410,201 warrants had been exercised
      pursuant to the program, generating proceeds of $1,846, net of stock
      warrant inducement discount.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

14.   STOCKHOLDERS' EQUITY (continued)

      EarlyBirdCapital, who acted as the representative to the underwriters in
      connection with the Company's initial public offering, holds an
      underwriter's option to purchase up to 300,000 units at a purchase price
      of $9.90 per unit. Each unit consists of one share of common stock and two
      warrants. Each warrant entitles the holder to purchase one share of common
      stock at an exercise price of $6.25. If the option is exercised in full,
      the Company would receive gross proceeds of $2,970 and issue an additional
      300,000 units consisting of 300,000 shares of the Company's common stock
      and 600,000 warrants. If all of these warrants are exercised, the Company
      would issue an additional 600,000 shares of our common stock and receive
      additional gross proceeds of $3,750. The Company estimated that the fair
      value of this option at the date of grant was approximately $558 ($1.86
      per Unit) using a Black-Scholes option-pricing model. The fair value of
      the option has been estimated as of the date of grant using the following
      assumptions: (1) expected volatility of 47.79%, (2) risk-free interest
      rate of 3.34% and (3) expected life of 5 years. The option may be
      exercised by the holder for cash or on a "cashless" basis, at the holder's
      option, such that the holder may use the appreciated value of the option
      (the difference between the exercise prices of the option and the
      underlying warrants and the market price of the units and underlying
      securities) to exercise the option without the payment of any cash.

      EarlyBirdCapital's option was purchased for a de minims amount and became
      exercisable in March, 2006, upon the consummation of the acquisition of
      Lower Lakes Towing Ltd. The underwriter's option expires on October 12,
      2009.

      On March 3, 2006 the Company's Certificate of Incorporation was amended
      and restated to, among other things, increase the number of shares of
      common stock that the Company is authorized to issue from 20,000,000 to
      50,000,000 shares.

      The Company is authorized to issue 1,000,000 shares of preferred stock
      with such designations, voting and other rights and preferences that may
      be determined from time to time by the Board of Directors.

      On March 3, 2006, pursuant to the terms of the Preferred Stock Purchase
      Agreement, dated September 2, 2005, by and among the Company and Knott
      Partners LP, Matterhorn Offshore Fund Ltd., Anno LP and Good Steward Fund
      Ltd., Bay II Resources Partners, Bay Resources Partners L.P., Bay
      Resources Partners Offshore Fund Ltd. and Thomas E. Claugus, Rand issued
      300,000 shares of its series A convertible preferred stock for an
      aggregate purchase price of $15,000. Issuance costs of $100 were incurred,
      generating proceeds net of issuance costs of $14,900.

      The shares of series A convertible preferred stock: rank senior to the
      Company's common stock with respect to liquidation and dividends; are
      entitled to receive a cash dividend at the annual rate of 7.75% (based on
      the $50 per share issue price), payable quarterly (subject to increases of
      0.5% for each six month period in respect of which the dividend is not
      timely paid, up to a maximum of 12%, subject to reversion to 7.75% upon
      payment of all accrued and unpaid dividends); are convertible into shares
      of the Company's common stock at any time at the option of the series A
      preferred stockholder at a conversion price of $6.20 per share (based on
      the $50 per share issue price and subject to adjustment) or 8.065 shares
      of common stock for each Series A Preferred Share (subject to adjustment);
      are convertible into shares of the Company's common stock (based on a
      conversion price of $6.20 per share, subject to adjustment) at the option
      of the Company if, after the third anniversary of the acquisition, the
      trading price of the Company's common stock for 20 trading days within any
      30 trading day period equals or exceeds $8.50 per share (subject to
      adjustment); may be redeemed by the Company in connection with certain
      change of control or acquisition transactions; will vote on an
      as-converted basis with the Company's common stock; and have a separate
      vote over certain material transactions or changes involving the Company.
      The accrued dividend payable at June 30, 2007 was $ 593 and at March 31,
      2007 was $296.

      (a) On August 1, 2006, pursuant to the terms of a Stock Purchase
      Agreement, effective as of the same date (the "Stock Purchase Agreement"),
      the Company issued to a group of accredited investors 2,402,957 shares of
      common stock for $5.41 per share for an aggregate purchase price of
      $13,000 with issuance costs of $50.

      (b) Through June 30, 2007 1,914,201 warrants were converted to shares at a
      rate of $4.50 per warrant for total gross proceeds of $8,614, net of stock
      warrant inducement discount. During the previous year 3,820 warrants were
      converted to shares at a rate of $5.00 per warrant for total gross
      proceeds of $19.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

14.   STOCKHOLDERS' EQUITY (continued)

      (c) On January 17, 2007, the Company awarded 215,000 shares of its common
      stock, par value $.0001 per share,to two key executives. The shares of
      common stock awarded (the "Restricted Shares") were not registered under
      the Securities Act of 1933 and constitute "restricted securities" within
      the meaning of the Act. The Restricted Shares were awarded pursuant to
      Restricted Share Award Agreements (the "Award Agreements"), dated January
      17, 2007. The shares were valued at the closing price on January 17, 2007
      of $6.72 per share. The Company has recorded expense of $812 through June
      30, 2007, including $90 in the three month period ending June 30, 2007.
      Pursuant to the Award Agreements: 44% of the Restricted Shares vested on
      the date of the award; 6% of the Restricted Shares vested on March 31,
      2007; 25% of the Restricted Shares will vest on March 31, 2008; and 25% of
      the Restricted Shares will vest on March 31, 2009. However, in order to
      facilitate the Company's federal and state tax withholding obligations in
      respect of the Restricted Stock awards, the Restricted Shares which vested
      on the date of the award were withheld by the Company which paid the
      withholding taxes, resulting in 120,400 shares actually issued.

      If the recipient's employment with the Company is terminated for "cause"
      as defined in the Award Agreements, or the recipient terminates his
      employment with the Company without "good reason" as defined in the Award
      Agreements, any Restricted Shares not vested prior to the date of any such
      termination shall immediately be canceled, with any rights or interests in
      and with respect to such Restricted Shares forfeited. The Company may, at
      its sole discretion, determine, prior to or within ninety days after the
      date of any such termination, that all or a portion of such unvested
      Restricted Shares shall not be so canceled and forfeited.

      If the recipient's employment with the Company is terminated by the
      Company without cause, by the recipient for good reason, or as a result of
      death or permanent disability, 100% of the Restricted Shares awarded
      pursuant to the applicable Award Agreement shall become fully vested as of
      the date of such termination.

      In the event of a "change of control" of the Company as defined in the
      Award Agreements, all restrictions, terms and conditions applicable to the
      Restricted Shares shall be deemed lapsed and satisfied as of the date of
      such change of control.

      The following table summarizes information about time-based restricted
      stock awards:

                                                                   Shares
                                                                   -------

      Outstanding on April 1, 2006                                      --
        Granted                                                    120,400
        Released                                                        --
        Cancelled / forfeited                                           --
      --------------------------------------------------------------------
      Outstanding on March 31, 2007                                120,400
      ====================================================================
        Granted                                                         --
        Released                                                        --
        Cancelled / forfeited                                           --
      --------------------------------------------------------------------
      Outstanding on June 30, 2007                                 120,400
      ====================================================================

      The values of time based restricted stock awards at March 31, 2006 and
      June 30, 2006 are nil. The total number of the above stock awards that
      have vested at June 30, 2007 is 12,900.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

14.   STOCKHOLDERS' EQUITY (continued)

      The following continuity schedule summarizes outstanding share purchase
      warrants:

<TABLE>
<CAPTION>
                                                                           Cumulative proceeds
                                                                                 from exercise
                               Outstanding warrants        Exercise Price          of warrants
                               ---------------------------------------------------------------
      <S>                                <C>                   <C>                  <C>
      Balance March 31, 2006              9,200,000
        Issued                                   --
        Exercised                            (3,820)           $     5.00                   19
      ----------------------------------------------------------------------------------------
      Balance March 31, 2007              9,196,180                                 $       19
      ========================================================================================
        Issued                                   --
        Exercised                        (1,914,201)           $     4.50                8,614
      ----------------------------------------------------------------------------------------
      Balance June 30, 2007               7,281,979                                 $    8,633
      ========================================================================================
</TABLE>

Exercise price of $4.50 is net of $0.50 stock warrant inducement discount per
stock warrant. The total stock warrant inducement discount was $957 for the
three months ended June 30, 2007.

15.   OUTSIDE VOYAGE CHARTER FEES

      Outside voyage charter fees relate to the subcontracting of external
      vessels chartered to service the Company's customers to supplement the
      existing shipments made by the Company's operated vessels.

16.   INTEREST EXPENSE

      Interest expense is comprised of the following:

<TABLE>
<CAPTION>
                                             Three months ended   Three months ended
                                                June 30, 2007        June 30, 2006
                                                 (unaudited)          (unaudited)
                                             ------------------   ------------------
      <S>                                           <C>                  <C>
      Bank indebtedness                             $   93                   78
      Amortization of deferred finance costs            89                   30
      Long-term debt - senior                          771                  465
      Long-term debt - subordinated                     59                   --
      Long-term debt - capital lease                    --                  101
      -------------------------------------------------------------------------
                                                    $1,012               $  674
      =========================================================================
</TABLE>

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

17.   SEGMENT INFORMATION

      The Company has identified only one reportable segment under Statement of
      Financial Accounting Standards No.131, "Disclosures about Segments of an
      Enterprise and Related Information" ("SFAS 131").

      Information about geographic operations is as follows:

                                       Three months      Three months
                                           ended            ended
                                       June 30, 2007    June 30, 2006
                                        (unaudited)      (unaudited)
                                       -------------    -------------
      Revenues by country
        Canada                            $ 13,453         $ 13,553
        United States                       11,777            8,692
      -------------------------------------------------------------
                                          $ 25,230         $ 22,245
      =============================================================
      Net Income (Loss) by country
        Canada                            $  1,125         $  1,515
        United States                       (2,279)            (795)
      -------------------------------------------------------------
                                          $ (1,154)        $    720
      =============================================================

      Revenues from external customers are allocated based on the country of the
      legal entity of the Company in which the revenues were recognized.

                                             June 30, 2007   March 31, 2007
                                              (unaudited)      (audited)
                                             -------------   --------------
      Property and equipment by country
        Canada                                 $ 32,851        $ 30,612
        United States                            35,196          36,247
      -----------------------------------------------------------------
                                               $ 68,047        $ 66,859
      =================================================================

      Total assets by country
        Canada                                 $ 64,965        $ 56,652
        United States                            65,978          66,586
      -----------------------------------------------------------------
                                               $130,943        $123,238
      =================================================================

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

18.   FINANCIAL INSTRUMENTS

      Fair value of financial instruments

      Financial instruments are comprised of cash and cash equivalents, accounts
      receivable, accounts payable, long-term debts and accrued liabilities and
      bank indebtedness. The estimated fair values of cash, accounts receivable,
      accounts payable, long-term debts and accrued liabilities approximate book
      values because of the short-term maturities of these instruments. The
      estimated fair value of senior debt approximates the carrying value as the
      debt bears interest at variable interest rates. The Company has recorded a
      liability of $57 ($135 as of March 31, 2007) for an interest rate swap
      contract entered into by the VIE.

      Foreign exchange risk

      Foreign currency exchange risk to the Company results primarily from
      changes in exchange rates between the Company's reporting currency, the
      U.S. Dollar, and the Canadian dollar. The Company is exposed to
      fluctuations in foreign exchange as a significant portion of revenue and
      operating expenses are denominated in Canadian dollars.

      Interest rate risk

      The Company is exposed to fluctuations in interest rates as a result of
      its banking facilities and senior debt bearing variable interest rates.

      Credit risk

      Accounts receivable credit risk is mitigated by the dispersion of the
      Company's customers among industries and the short shipping season.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

19.   EARNINGS PER SHARE

      The Company had a total of 10,041,378 common shares issued and
      outstanding, out of an authorized total of 50,000,000 shares. The June 30,
      2007 fully diluted calculation utilizes a total of 16,780,241 shares based
      on the following calculations. Since the calculation is anti-dilutive, the
      basic and fully diluted weighted average shares outstanding are 9,312,241.
      Warrants issued from the initial prospectus and over allotment converts to
      5,048,645 common shares based on the average annual share price of $7.01
      and convertible preferred shares converts to 2,419,355 common shares based
      on a price of $6.20. In connection with the Company's initial public
      offering, the Company issued to the representative of the underwriters in
      the initial public offering, for a de minimus amount, an option to
      purchase up to a total of 300,000 units, with each unit consisting of one
      share of common stock and two warrants. The units issuable upon exercise
      of the option are identical to those issued in the Company's initial
      public offering except that the warrants included in the units underlying
      the option have an exercise price of $6.25 per share. The option will be
      exercisable by the holder at $9.90 per unit commencing upon the
      consummation of a business combination by the Company and will expire on
      October 26, 2009. The underwriter units are excluded from the dilution
      calculation on an annual basis as the exercise price of $9.90 exceeded the
      estimated market value.

<TABLE>
<CAPTION>
                                                                Three months ended,    Three months ended
                                                                   June 30, 2007         June 30, 2006
                                                                    (unaudited)           (unaudited)
                                                                    -----------           -----------
      <S>                                                           <C>                  <C>
      Numerator:
      Net income                                                    $        420         $      1,012
            Preferred stock dividends                                       (296)                (292)
            Minority interest                                               (321)                  --
            Stock warrant inducement discount                               (957)                  --
      ===============================================================================================
      Income (loss) available to common shareholders                ($     1,154)        $        720
      ===============================================================================================
      Denominator:

      Weighted average common shares for basic EPS                     9,312,241            5,600,000
      -----------------------------------------------------------------------------------------------
      Effect of dilutive securities:
      Total  outstanding warrants                                      7,281,979            9,200,000
      Average exercise price                                        $       4.86         $       5.00
      Average price during period                                   $       7.01         $       5.88
      -----------------------------------------------------------------------------------------------
      Weighted average warrants                                        5,048,645            7,822,285
      -----------------------------------------------------------------------------------------------
      Weighted average convertible preferred shares at $6.20           2,419,355            2,419,355
      -----------------------------------------------------------------------------------------------
      Weighted average common shares for diluted EPS                   9,312,241            5,600,000
      ===============================================================================================
      Basic EPS                                                     ($      0.12)        $       0.13
      Diluted EPS                                                   ($      0.12)        $       0.06
      ===============================================================================================
</TABLE>

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

20.   MANAGEMENT BONUS PROGRAM

      On March 3, 2006, in connection with the closing of the acquisition of
      Lower Lakes, the Company adopted a management bonus program ("the
      Program"), the participants of which are employed by Lower Lakes or its
      affiliates. Participants are eligible to receive awards based on a formula
      that adjusts an aggregate initial plan account balance of $3,000 by
      audited earnings before interest, taxes, depreciation and amortization for
      fiscal years 2007 and 2008. Awards will be settled on July 31, 2008 and
      may be settled in cash and/or shares of the Company's common stock, or any
      combination thereof, all in the discretion of the plan administrator, and
      shall be subject to a cap which limits appreciation of the initial plan
      account balance to the percentage increase in the market price of the
      Company's common stock between the closing date and the award settlement
      date. Subject to a participant's separation from service of the Company,
      on each of March 31, 2006, 2007 and 2008, each participant then employed
      by the Company or one of its affiliates shall vest into one-third of such
      participant's plan account balance. The Company shall grant registration
      rights to any participant that is issued shares of the Company's common
      stock in settlement of an award under the Management Bonus Program.

      If a participant's service with the Company or its affiliates is
      terminated by the Company for cause (as defined in the Program) or by the
      participant voluntarily without notice (other than for good reason, as
      defined in the participant's employment agreement, if applicable), then
      such participant's rights to his plan account balance, including any
      vested amounts, shall be forfeited, and such participant shall no longer
      have any rights in or to its plan account balance or under the Management
      Bonus Program.

      If a participant incurs a voluntary separation from service with the
      Company or its affiliate (other than for good reason) and who does provide
      appropriate notice to the Company of such separation, the participant
      shall retain his rights in his plan account balance to the extent such has
      vested as of the effective date of separation, but shall, as of such
      effective date, cease to further vest in such participant's plan account
      balance. Any unvested portion of a participant's plan account balance
      resulting from such a separation from service shall be added to the plan
      account balances of each then remaining participant in proportion to the
      respective plan account balance of each such remaining participant, and
      with respect to each such remaining participant, in proportion to each
      such participant's vested and unvested plan account balance.

      If a participant's service with the Company or its affiliate is terminated
      by the Company without cause (as defined in the Program) or by the
      participant for good reason or for death or disability, then the
      participant is entitled to be considered fully vested with respect to the
      participant's plan account balance; and have the option to elect to freeze
      the amount of such participant's award as of the date of such separation
      from service, but with payment of such amount not being made until July
      31, 2008. The company has accrued $142 to date for this program.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

21.   MINORITY INTEREST

      In the normal course of business, the Company interacts with various
      entities that may be variable interest entities (VIEs) under the
      subjective guidelines of FIN 46R. WMS has been determined to be a VIE and,
      as such, has been consolidated in accordance with FIN-46R. The Company
      does not have any ownership interest in WMS and as a result 100% of the
      equity is shown as minority interest.

      On August 1, 2006, Lower Lakes Transportation Company ("LLTC"), an
      indirect wholly-owned subsidiary of the Company, entered into a Time
      Charter Agreement (the "Time Charter Agreement") with WMS, an unaffiliated
      third party. Under the Time Charter Agreement, WMS will make three United
      States flag vessels owned by WMS, the DAVID Z. NORTON, the EARL W. OGLEBAY
      and the WOLVERINE (the "Vessels"), available exclusively to LLTC for
      LLTC's use in providing transportation and storage services for its
      customers. The basic charter period under the Time Charter Agreement
      expires on December 31, 2008, and LLTC has the option to extend the
      charter period through December 31, 2013. The Time Charter Agreement also
      provides LLTC the option of purchasing the Vessels at any time during the
      charter period at a price based, in part, generally on the amount of WMS
      indebtedness outstanding at the time of purchase relating to WMS's
      acquisition and maintenance of the Vessels. Rand and its subsidiary, Rand
      LL Holdings Corp. ("Rand LL Holdings"), each executed separate guaranties
      in favor of WMS with respect to separate financial obligations of LLTC
      under the Time Charter Agreement. On June 28, 2007, Rand LL Holdings Corp.
      and Wisconsin & Michigan Steamship Company entered into a First Amendment
      Agreement to the Time Charter Guaranty, dated June 27, 2007, pursuant to
      which the parties amended certain definitions relating to its financial
      covenants to remain in compliance with such financial covenants.

      The impact on the balance sheet as of June 30, 2007 and March 31, 2007 and
      statement of operations for the period ending June 30, 2007 is shown
      below. There is no impact on the June 30, 2006 comparative figures.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

21.   MINORITY INTEREST (continued)

<TABLE>
<CAPTION>
                                                                     Rand Logistics, Inc.    Impact of FIN          Consolidated
                                                                        June 30, 2007      46R presentation         June 30, 2007
                                                                         (unaudited)          (unaudited)            (unaudited)
                                                                     --------------------  ----------------         -------------
<S>                                                                       <C>                   <C>                   <C>
ASSETS
CURRENT
            Cash and cash equivalents                                     $     464             $   1,103             $   1,567
            Accounts receivable (Note 4)                                     13,116                    51                13,167
            Prepaid expenses and other current assets (Note 5)                3,255                    66                 3,321
            Income tax receivable                                               306                    --                   306
            Deferred income taxes                                             1,180                   103                 1,283
-------------------------------------------------------------------------------------------------------------------------------
 Total current assets                                                        18,321                 1,323                19,644

BLOCKED ACCOUNT (Note 3)                                                      2,700                    --                 2,700
PROPERTY AND EQUIPMENT, NET (Note 6)                                         50,468                17,579                68,047
DUE FROM RELATED COMPANY                                                       (262)                  262                    --
DEFERRED INCOME TAXES                                                        13,278                   820                14,098
DEFERRED DRYDOCK COSTS, NET (Note 7)                                          6,478                    --                 6,478
INTANGIBLE ASSETS, NET (Note 8)                                              13,272                   341                13,613
NOTE RECEIVABLE WMS                                                           2,356                (2,356)                   --
GOODWILL (Note 8)                                                             6,363                    --                 6,363
-------------------------------------------------------------------------------------------------------------------------------
 Total assets                                                               112,974                17,969               130,943
===============================================================================================================================

LIABILITIES
CURRENT
            Bank indebtedness (Note 9)                                        2,362                    --                 2,362
            Accounts payable                                                  9,676                   415                10,091
            Accrued liabilities (Note 10)                                     2,882                   551                 3,433
            Interest rate swap contract (Note 18)                                --                    57                    57
            Income taxes payable                                                389                   (43)                  346
            Deferred income taxes                                               892                    --                   892
            Current portion of long-term debt  (Note 11)                      3,132                 1,450                 4,582
-------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                    19,333                 2,430                21,763
LONG-TERM DEBT  (Note 11)                                                    20,272                14,736                35,008
ACQUIRED MANAGEMENT BONUS PROGRAM (Note 20)                                   3,000                    --                 3,000
DEFERRED INCOME TAXES                                                        13,795                   526                14,321
-------------------------------------------------------------------------------------------------------------------------------
 Total liabilities                                                           56,400                17,692                74,092
STOCKHOLDERS' EQUITY
     Preferred stock, $.0001 par value,                                      14,900                    --                14,900
     Common stock, $.0001 par value                                               1                    --                     1
     Additional Paid-in Capital                                              47,978                    --                47,978
     Accumulated deficit                                                     (6,775)                 (326)               (7,101)
     Minority interest of variable interest entity                               --                   497                   497
     Accumulated other comprehensive income (loss)                              470                   106                   576
Total stockholders' equity                                                   56,574                   277                56,851
-------------------------------------------------------------------------------------------------------------------------------
  Total liabilities and stockholders' equity                                112,974                17,969               130,943
===============================================================================================================================

<CAPTION>
                                                                     Rand Logistics, Inc.     Impact of FIN         Consolidated
                                                                         March 31, 2007      46R presentation       March 31, 2007
                                                                           (audited)             (audited)            (audited)
                                                                     --------------------    ----------------       --------------
<S>                                                                        <C>                   <C>                   <C>
ASSETS
CURRENT
            Cash and cash equivalents                                      $   6,646             $     561             $   7,207
            Accounts receivable (Note 4)                                       2,632                    70                 2,702
            Prepaid expenses and other current assets (Note 5)                 3,125                    (3)                3,122
            Income tax receivable                                                263                    --                   263
            Deferred income taxes                                              1,116                   103                 1,219
--------------------------------------------------------------------------------------------------------------------------------
 Total current assets                                                         13,782                   731                14,513

BLOCKED ACCOUNT (Note 3)                                                       2,700                    --                 2,700
PROPERTY AND EQUIPMENT, NET (Note 6)                                          48,978                17,881                66,859
DUE FROM RELATED COMPANY                                                      (1,657)                1,657                    --
DEFERRED INCOME TAXES                                                         12,986                   588                13,574
DEFERRED DRYDOCK COSTS, NET (Note 7)                                           5,895                    --                 5,895
INTANGIBLE ASSETS, NET (Note 8)                                               12,936                   398                13,334
NOTE RECEIVABLE WMS                                                            2,298                (2,298)                   --
GOODWILL (Note 8)                                                              6,363                    --                 6,363
--------------------------------------------------------------------------------------------------------------------------------
 Total assets                                                              $ 104,281             $  18,957             $ 123,238
================================================================================================================================

LIABILITIES
CURRENT
            Bank indebtedness (Note 9)                                     $   5,097             $      --             $   5,097
            Accounts payable                                                  10,312                 1,133                11,445
            Accrued liabilities (Note 10)                                      2,491                   746                 3,237
            Interest rate swap contract (Note 18)                                 --                   135                   135
            Income taxes payable                                                 385                    --                   385
            Deferred income taxes                                                589                    --                   589
            Current portion of long-term debt  (Note 11)                       2,948                 1,450                 4,398
--------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                     21,822                 3,464                25,286
LONG-TERM DEBT  (Note 11)                                                     19,825                15,039                34,864
ACQUIRED MANAGEMENT BONUS PROGRAM (Note 20)                                    3,000                    --                 3,000
DEFERRED INCOME TAXES                                                         13,031                   593                13,624
--------------------------------------------------------------------------------------------------------------------------------
 Total liabilities                                                            57,678                19,096                76,774
STOCKHOLDERS' EQUITY
     Preferred stock, $.0001 par value,                                       14,900                    --                14,900
     Common stock, $.0001 par value                                                1                    --                     1
     Additional Paid-in Capital                                               38,407                    --                38,407
     Accumulated deficit                                                      (5,537)                 (410)               (5,947)
     Minority interest of variable interest entity                                --                   176                   176
     Accumulated other comprehensive income (loss)                            (1,168)                   95                (1,073)
Total stockholders' equity                                                    46,603                  (139)               46,464
--------------------------------------------------------------------------------------------------------------------------------
  Total liabilities and stockholders' equity                               $ 104,281             $  18,957             $ 123,238
================================================================================================================================
</TABLE>

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

21.   MINORITY INTEREST (continued)

<TABLE>
<CAPTION>
                                                                      Rand Logistics, Inc.  Three months ended      Consolidated
                                                                          Three months        June 30, 2007         Three months
                                                                              ended             Impact of              ended
                                                                          June 30, 2007          Fin 46R           June 30, 2007
                                                                           (unaudited)         (unaudited)          (unaudited)
                                                                      --------------------  ------------------     -------------
<S>                                                                         <C>                  <C>                  <C>
REVENUE                                                                     $ 25,230             $     --             $ 25,230

EXPENSES
      Outside voyage charter fees (Note 15)                                    2,137                   --                2,137
      Charter hire                                                             3,141               (3,141)                  --
      Vessel operating expenses                                               15,229                2,088               17,317
      Repairs and maintenance                                                     87                    7                   94
      General and administrative                                               1,692                  249                1,941
      Depreciation                                                             1,229                  314                1,543
      Amortization of drydock costs                                              358                   --                  358
      Amortization of intangibles                                                358                   --                  358
    Gain on foreign exchange                                                    (173)                  --                 (173)
------------------------------------------------------------------------------------------------------------------------------
                                                                              24,058                 (483)              23,575

INCOME BEFORE OTHER INCOME AND EXPENSES AND INCOME TAXES                       1,172                  483                1,655
------------------------------------------------------------------------------------------------------------------------------

OTHER INCOME AND EXPENSES
Interest expense (Note 16)                                                       572                  440                1,012
Interest income                                                                 (123)                  58                  (65)
Gain on hedging transaction                                                       --                  (79)                 (79)
Amortization of deferred chartering agreement costs                               49                   --                   49
------------------------------------------------------------------------------------------------------------------------------
                                                                                 498                  419                  917

INCOME BEFORE INCOME TAXES                                                       674                   64                  738
PROVISION (RECOVERY) FOR INCOME TAXES                                            660                 (342)                 318
------------------------------------------------------------------------------------------------------------------------------
NET INCOME BEFORE MINORITY INTEREST                                               14                  406                  420
------------------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST                                                                 --                  321                  321
------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                        14                   85                   99
------------------------------------------------------------------------------------------------------------------------------
PREFERRED STOCK DIVIDENDS                                                        296                   --                  296
STOCK WARRANT INDUCEMENT DISCOUNT                                                957                   --                  957
------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS                         ($ 1,239)            $     85             ($ 1,154)
==============================================================================================================================

Net loss per share basic and diluted (Note 19)                              ($  0.13)            $   0.01             ($  0.12)
Weighted average shares basic and diluted                                   ($  0.13)            $   0.01             ($  0.12)
</TABLE>

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's)
================================================================================

22.  SUBSEQUENT EVENTS

In connection with the reduced exercise price of the warrants, 2,050,764
warrants were exercised generating additional proceeds of $9,228 between July 1,
2007 and the amended expiration date of July 13, 2007. Also on July 13, 2007,
the original exercise price of $5.00 was reinstituted for all remaining
unexercised warrants. 5,231,215 warrants remain outstanding, including 1,571,349
warrants owned by officers and directors, none of whom exercised any warrants at
the reduced exercise price.

Lower Lakes Transportation utilizes three vessels under the terms of a Time
Charter Agreement with WMS, the owner of the vessels. On May 9, 2007, the
officers on those vessels represented by the American Maritime Officers ("AMO")
returned the vessels to port and began a work stoppage. On August 6, 2007, the
Company announced that WMS' agreement with AMO had expired pursuant to its terms
and that WMS is currently evaluating the supervisory staffing needs of the
vessels to enable them to commence sailing in the foreseeable future. Although
Lower Lakes Transportation remains obligated to pay hire under the time charter
agreement during the period the vessels are layed up, WMS is obligated to
minimize the operating and related costs incurred during such periods.

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

      Forward-Looking Statement. Some of the statements below discuss
"forward-looking" information. Those statements include statements regarding the
intent, belief or current expectations of Rand and its management team. You are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. These risks and uncertainties
include but are not limited to, those risks and uncertainties discussed in
Exhibit 99.1 to this Form 10-QSB which is incorporated herein by reference. In
light of the significant risks and uncertainties inherent in the forward-looking
statements included in this report, the inclusion of such statements should not
be regarded as a representation by us or any other person that our objectives
and plans will be achieved.

      The following presentation should be read in conjunction with the
financial statements and notes thereto included in, or referred to, in this
report.

      Plan of Operation.

      Rand Logistics, Inc. (formerly Rand Acquisition Corporation) was formed on
June 2, 2004 as a blank check company to effect a merger, capital stock
exchange, asset acquisition or other similar business combination with an
operating business. On March 3, 2006, Rand, through its wholly-owned subsidiary,
LL Acquisition Corp., acquired all of the outstanding shares of capital stock of
Lower Lakes Towing in accordance with the terms of the Stock Purchase Agreement,
dated September 2, 2005, by and among Rand, LL Acquisition Corp. and the
stockholders of Lower Lakes, as amended. Immediately following completion of the
acquisition, and in conjunction therewith, LL Acquisition Corp. and Lower Lakes
were amalgamated under Canadian law and the shares of capital stock of Grand
River and Lower Lakes Transportation owned by Lower Lakes at the time of the
amalgamation were transferred to Rand's wholly-owned subsidiary, Rand LL
Holdings Corp. Upon completion of such transfer, the outstanding shares of Grand
River not owned by Rand LL Holdings Corp. were redeemed in accordance with the
terms of the Redemption Agreement, dated September 2, 2005, between Grand River
and GR Holdings, Inc. Following completion of the foregoing transactions, as of
March 3, 2006, each of Lower Lakes, Grand River and Lower Lakes Transportation
became indirect, wholly-owned subsidiaries of Rand. In conjunction with the
foregoing transactions, as of March 3, 2006, Rand changed its name to Rand
Logistics, Inc and its fiscal year end to March 31.

      In accordance with the terms of the Stock Purchase Agreement and
Redemption Agreement, respectively, Rand paid US$9,843,748 to the selling
shareholders of Lower Lakes and US$750,000 to GR Holdings, Inc., and arranged
for the repayment of the acquisition closing date indebtedness of such entities
of Cdn$43,732,749 and US$5,156,945, respectively. The amount paid to the Lower
Lakes selling shareholders reflects certain adjustments made on the acquisition
closing date in accordance with the Stock Purchase Agreement. Rand funded the
acquisition closing date payments with the approximately US$24,646,000 of
proceeds of its initial public offering held in trust, US$15,000,000 of proceeds
of the acquisition closing date issuance of Rand's newly created series A
convertible preferred stock, and proceeds of the new senior loan facility
entered into on the acquisition closing date by Lower Lakes, Grand River and
Lower Lakes Transportation.

      The shares of series A convertible preferred stock were issued pursuant to
the terms of the Preferred Stock Purchase Agreement, dated September 2, 2005, by
and among Rand and Knott Partners LP and certain of its affiliates, and Bay
Resource Partners L.P. and certain of its affiliates. In accordance with the
terms of the Preferred Stock Purchase Agreement, Rand issued 300,000 shares on
the acquisition closing date for $50 per share or an aggregate purchase price of
$15,000,000. The shares of series A convertible preferred stock: rank senior to
Rand's common stock with respect to liquidation and dividends; are entitled to
receive a cash dividend at the annual rate of 7.75% (based on the $50 per share
issue price), payable quarterly (subject to increases of 0.5% for each six month
period in respect of which the dividend is not timely paid, up to a maximum of
12%, subject to reversion to 7.75% upon payment of all accrued and unpaid
dividends); are convertible into shares of Rand common stock at any time at the
option of the series A preferred stockholder at a conversion price of $6.20 per
share (based on the $50 per share issue price and subject to adjustment) or
8.065 shares of common stock for each Series A Preferred Share (subject to
adjustment); are convertible into shares of Rand common stock (based on a
conversion price of $6.20 per share, subject to adjustment) at the option of
Rand if, after the third anniversary of the acquisition, the trading price of
Rand's common stock for 20 trading days within any 30 trading day period equals
or exceeds $8.50 per share (subject to adjustment); may be redeemed by Rand in
connection with certain change of control or acquisition transactions; will vote
on an as-converted basis with Rand's common stock; and have a separate vote over
certain material transactions or changes involving Rand.

<PAGE>

      Rand's Certificate of Incorporation was amended and restated on the
acquisition closing date to, among other things, increase the number of shares
of common stock that Rand is authorized to issue from 20,000,000 shares to
50,000,000 shares, and to adopt certain amendments designed to ensure Rand's
compliance with the citizenship requirements of U.S. maritime laws, including
the Shipping Act, 1916, and the Merchant Marine Act, 1920, commonly referred to
as the Jones Act, after completion of the acquisition. The maritime law-related
amendments limit the aggregate percentage ownership of Rand's capital stock,
including common stock, by non-U.S. citizens to 23% of the outstanding shares of
Rand's capital stock and no more than 23% of the voting power of Rand. In
addition, these amendments give Rand's Board of Directors the authority to make
such determinations as may reasonably be necessary to ascertain such ownership
and to implement such limitations, including limiting transfers of shares and
redeeming shares held by anyone whose ownership of such shares would cause Rand
to be in violation of U.S. maritime laws.

      On August 1, 2006, Lower Lakes Transportation entered into a Time Charter
Agreement with Wisconsin & Michigan Steamship Company ("WMS"), pursuant to which
three United States flag vessels owned by WMS are available for the exclusive
use of Lower Lakes Transportation. The basic charter period under the Time
Charter Agreement expires on December 31, 2008, and Lower Lakes Transportation
has the option to extend the charter period through December 31, 2013. The Time
Charter Agreement also provides Lower Lakes Transportation the option of
purchasing the vessels at any time during the charter period at a price based,
in part, generally on the amount of WMS indebtedness outstanding at the time of
purchase relating to WMS's acquisition and maintenance of the vessels. The
Company funded its obligations under the Time Charter Agreement with
US$13,000,000 of proceeds from the issuance of 2,402,957 shares of Rand's common
stock sold in a private placement to institutional accredited investors, and the
proceeds of the amended senior loan facility entered into on August 1, 2006 by
Lower Lakes, Grand River and Lower Lakes Transportation. On May 9, 2007, the
officers on those vessels owned by WMS represented by the American Maritime
Officers ("AMO") returned the vessels to port and began a work stoppage. On
August 6, 2007, WMS' agreement with AMO had expired pursuant to its terms and
WMS is currently evaluating the supervisory staffing needs of the vessels to
enable them to commence sailing in the foreseeable future. Although Lower Lakes
Transportation remains obligated to pay hire under the time charter agreement
during the period the vessels are layed up, WMS is obligated to minimize the
operating and related costs incurred during such periods. The continued
unavailability of the WMS vessels for an extended period of time could impact
the future financial performance of the Company.

      On March 23, 2007, Grand River entered into a Vessel Sale Agreement with
Lake Service Shipping Co ("Lake Service"), pursuant to which Grand River
purchased the M/V MANISTEE, a self-unloading bulk carrier, on an "as-is" basis,
for a purchase price of $2,200,000. Grand River had previously operated the
MANISTEE under a chartering agreement with Lake Service. The Company funded its
obligations under the Vessel Sale Agreement through the proceeds of the amended
senior loan facility entered into on March 23, 2007 by Lower Lakes Towing, Grand
River and Lower Lakes Transportation.

      Lower Lakes' fleet consists of four self-unloading bulk carriers in Canada
and seven self-unloading bulk carriers in the U.S., including an integrated tug
and barge unit. Lower Lakes Towing owns each of the Canadian vessels. Lower
Lakes Transportation time charters four of the U.S. vessels, including the tug
and barge unit, from Grand River, and three of the U.S. vessels from WMS. With
the exception of the barge (which Grand River bareboat charters from an
affiliate of WMS), Grand River owns the vessels that it time charters to Lower
Lakes Transportation.

      Rand intends to continue to pursue acquisition opportunities in an effort
to diversify its investments. Rand's strategy and business model as it relates
to Lower Lakes includes the following:

      o     Selected acquisitions. Since October 1999, Lower Lakes has added ten
            cargo-carrying vessels to its fleet, making Lower Lakes one of the
            most acquisitive shipping companies in the Great Lakes region.
            Rand's management believes that the acquisition of additional
            vessels would provide it with a larger share of the available River
            Class capacity, provide additional operating flexibility and extend
            the longevity of its fleet. Rand is actively pursuing acquisition
            opportunities but is not committed to any acquisitions at the
            present time;

      o     New customer relationships and long-term contracts. Rand believes
            that opportunities exist to enter into additional long-term
            contracts with new customers. Rand believes that Lower Lakes has
            historically built strong relationships with its customers, who Rand
            believes view Lower Lakes as a strategic supplier offering lower
            costs and greater flexibility than the larger shipping companies;
            and

      o     Expand existing customer relationships. In addition to gaining new
            customers, Rand believes opportunities exist for Rand to increase
            its business with existing customers.

<PAGE>

      Lower Lakes' vessels require general maintenance and capital upgrades each
year to ensure the fleet operates efficiently during the shipping season and to
minimize downtime during the operating season. This work is completed during
January, February, and March each year when the vessels are not active. The age
of the vessels, combined with the prohibitive replacement cost of a vessel,
increases the importance of having an appropriate maintenance program.
Historically, the cost of winter work averages approximately $600,000 per
vessel. Between 40% and 60% of the winter work projects have been expensed as
maintenance expenditures, with the balance of winter work expenditures
capitalized. Capitalized winter work expenditures include items such as steel
replacement and engine overhauls.

      Every vessel on the Great Lakes must be dry docked, inspected, and
certified every four years in Canada and five years in the U.S., although
one-year extensions are frequently granted. This certification in the U.S. is
known as the five-year survey. Dry docking certification entails the visual
inspection and measurement of all parts of the vessel that are located
underwater. Certification also requires the inspection of the internal structure
of the vessel, all fuel tanks, the main deck, cargo holds, and several other
parts of the vessel. Any required repairs are made at this time. In addition, it
is normal to paint the underwater portion of the vessel's hull and make repairs
as required to any bow or stern thrusters during the certification process. Dry
docking expenses are capitalized when incurred and amortized over the benefit
period, which is either four to five years for Canadian vessels or five to six
years for U.S. vessels. Historically, the cost of the certification process for
each vessel has averaged approximately $750,000, excluding major repairs. Such
costs could be dramatically higher in the future depending on the nature of
repairs required.

      On April 30, 2007, the Company entered into a Warrant Exercise Agreement
with Knott Partners, LP; Knott Partners Offshore Master Fund, LP; CommonFund
Hedged Equity Company; Shoshone Partners, LP; Finderne, LLC; Good Steward
Trading Company SPC; and Leonard & Margaret Frierman (the "Knott Entities"),
pursuant to which the Knott Entities agreed to exercise 1,504,000 of the
Company's publicly traded warrants and the Company agreed to accept $4.50,
rather than the $5.00 exercise price provided in the warrant, as the exercise
price for each such warrant. On the same date, the Company received $6,768,000
of proceeds from the exercise of the subject warrants and the Company authorized
the issuance of the 1,504,000 shares of its common stock issuable upon exercise
of such warrants.

      On May 4, 2007, the Company announced a program by which the exercise
price of its outstanding, publicly traded warrants was reduced to $4.50 (from
the $5.00 exercise price provided by the original terms of the warrants). The
reduced exercise price under the program was in effect through July 13, 2007, as
of which date 2,460,965 warrants were exercised under the program, generating
cash of $11,074,342.50 for the Company. Following expiration of the reduced
exercise price period under the program, the original exercise price of $5.00
was reinstituted for all remaining unexercised warrants. As of August 10, 2007,
5,231,215 warrants remain outstanding, including 1,571,349 warrants owned by
officers and directors, none of whom exercised any warrants at the reduced
exercise price.

      Rand believes that its current cash on hand, credit facility, and proceeds
from warrant exercises, together with cash flows from operations of Lower Lakes,
will be sufficient to satisfy Lower Lakes' and Rand's cash requirements for the
foreseeable future; provided, however, that there can be no assurance that Rand
will have sufficient cash to pay current dividends on the series A preferred
stock, in which case such dividends would accrue in accordance with the terms of
the series A preferred stock.

      Neither Rand nor Lower Lakes has any specific current plans to increase or
decrease the number of its employees or to purchase or sell any significant
equipment; however, implementation of Rand's acquisition strategy could result
in a future increase in the number of its employees or future acquisitions of
equipment.

      Off-Balance Sheet Arrangements.

      Options and warrants issued in conjunction with our initial public
offering are equity linked derivatives and accordingly represent off-balance
sheet arrangements. The options and warrants meet the scope exception in
paragraph 11(a) of FAS 133 and are accordingly not accounted for as derivatives
for purposes of FAS 133, but instead are accounted for as equity. See the notes
to the June 30, 2007 financial statements for a discussion of outstanding
options and warrants.

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

      An evaluation of the effectiveness of our disclosure controls and
procedures as of June 30, 2007 was made under the supervision and with the
participation of our management, including our chief executive officer. Based on
that evaluation, we concluded that our disclosure controls and procedures are
effective.

      In connection with its review of our financial statements as of June 30,
2007 and for the three month period then ended, our independent registered
chartered accounting firm, Grant Thornton LLP, notified our audit committee that
it had identified certain material weaknesses and significant deficiencies in
our internal control systems, which were identified as part of the March 31,
2007 financial statements audit.

      During the quarter ended June 30, 2007 and thereafter, in connection with
the material weaknesses, significant deficiency and control deficiencies
described in the Company's annual report on Form 10-KSB for the fiscal year
ended March 31, 2007, we continued to enhance our internal controls over
financial reporting as described below, which materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting:

      o     We engaged a third party provider in April 2007 to provide overall
            information technology management and helpdesk services, which has
            recommended upgrades to our information technology infrastructure,
            communications, and security. We began redeploying our network,
            security policies and disaster recovery in July 2007. The
            administrative function to the server is currently being
            transitioned from the Lower Lakes CFO to the sole custody of the
            third party information technology manager as part of a new security
            policy;

      o     We hired two additional financial analysts in June 2007 and July
            2007 to further add accounting resources over prior year levels.
            Management has also commenced efforts to complete implementation in
            fiscal 2008 of the upgraded financial reporting software module of
            the recently installed business software;

      o     In July 2007, our third party information technology manager
            commenced deployment of infrastructure upgrades, including the
            strengthening of our data backup process, formal testing of our
            disaster recovery plan and the limitation of physical access to our
            server via a locked cabinet; and

      o     Management will present an expenditure authority approval matrix,
            which includes approvals for expenditures expected to be in excess
            of budgeted amounts, to our Board of Directors in September 2007.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

      Rand is not involved in any legal proceedings which may have a significant
effect on its business, financial position, results of operations or liquidity,
nor are we aware of any proceedings that are pending or threatened which may
have a significant effect on our business, financial position, results of
operations or liquidity. From time to time, Lower Lakes may be subject to legal
proceedings and claims in the ordinary course of business, involving principally
commercial charter party disputes. It is expected that these claims would be
covered by insurance if they involve liabilities such as arise from collision,
other marine casualty, damage to cargoes, oil pollution, death or personal
injuries to crew, subject to customary deductibles. Those claims, even if
lacking merit, could result in the expenditure of significant financial and
managerial resources.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

      None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

      None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      None.

ITEM 5. OTHER INFORMATION.

      None.

ITEM 6. EXHIBITS

The following Exhibits are filed as part of this report.

Exhibit No.     Description
-----------     -----------

2.1             Stock Purchase Agreement, dated as of September 2, 2005, among
                Rand Acquisition Corporation, LL Acquisition Corp. and the
                stockholders of Lower Lakes Towing Ltd. (Omitted:
                Appendices-Seller Disclosure Schedule and Purchase Seller
                Disclosure Schedule; Exhibits - 1) Allocation among Sellers, 2)
                Employment Agreement, 3) Escrow Agreement, 4) Release, 5)
                Opinion of Sellers' Counsel, 6) Opinion of Rand's and
                Purchaser's Counsel, 7) Section 116 Escrow Agreement, 8) Company
                Indebtedness, 9) Seller's Addresses, 10) Working Capital
                Statement, 11) Management Bonus Program, 12) Sellers Several
                Liability Allocation, 13) Financing Commitments (filed
                separately), 14) Bonus Program Participant Agreement and 15)
                Redemption Agreement). (1)
2.2             Amendment to Stock Purchase Agreement, dated December 29, 2005.
                (2)
2.3             Amendment to Stock Purchase Agreement, dated January 27, 2006.
                (3)
2.4             Amendment to Stock Purchase Agreement, dated February 27, 2006.
                (4)
3.1             Amended and Restated Certificate of Incorporation, filed with
                the Secretary of State of the State of Delaware on March 3,
                2006. (7)
3.1.1           Amended and Restated Certificate of Designations, filed with the
                Secretary of State of the State of Delaware on August 8, 2006.
                (10)
3.2.1           By-laws. (5)
3.2.2           Amended By-laws. (8)
4.1             Specimen Unit Certificate. (5)
4.2             Specimen Common Stock Certificate. (5)
4.3             Specimen Warrant Certificate. (5)
4.4             Form of Unit Purchase Option granted to EarlyBirdCapital, Inc.
                (5)
4.5             Form of Warrant Agreement between Continental Stock Transfer &
                Trust Company and the Registrant. (5)
10.1            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Laurence S. Levy. (5)
10.2            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Isaac Kier. (1)
10.3            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Sandeep D. Alva. (5)
10.4            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Falcon Partners Holdings, LLC. (5)
10.5            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Natalie Lynn Levy Irrevocable Trust. (5)
10.6            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Michael Benjamin Levy Irrevocable Trust. (5)
10.7            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Jessica Rose Levy Irrevocable Trust. (5)
10.8            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Jane Levy. (5)
10.9            Form of Investment Management Trust Agreement between
                Continental Stock Transfer & Trust Company and the Registrant.
                (5)
10.10           Form of Stock Escrow Agreement between the Registrant,
                Continental Stock Transfer & Trust Company and the Founders. (5)
10.11           Form of Letter Agreement between ProChannel Management LLC and
                Registrant regarding administrative support. (5)
10.12           Promissory Note, dated June 10, 2004, in the principal amount of
                $70,000 issued to Laurence S. Levy. (5)
10.13           Registration Rights Agreement among the Registrant and the
                Founders. (5)
10.14           Form of Warrant Purchase Agreements among each of Laurence S.
                Levy, Isaac Kier and Sandeep D. Alva and EarlyBirdCapital, Inc.
                (5)
10.15           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Rand Management LLC. (5)
10.16           Preferred Stock Purchase Agreement, dated September 2, 2005, by
                and between Knott Partners LP, Matterhorn Offshore Fund Ltd.,
                Anno LP, Good Steward Fund Ltd., Bay II Resources Partners, Bay
                Resource Partners L.P., Bay Resource Partners Offshore Fund
                Ltd., Thomas E. Claugus and Rand Acquisition Corporation. (1)

<PAGE>

10.17           Financing Commitment, dated August 22, 2005, between GE
                Commercial & Industrial Finance, Inc. and Rand Acquisition
                Corporation. (1)
10.18           Credit Agreement, dated as of March 3, 2006, among Lower Lakes
                Towing Ltd., Lower Lakes Transportation Company, Grand River
                Navigation Company, Inc, the other Credit Parties signatory
                thereto, General Electric Capital Corporation as a US Lender and
                as Agent for the Secured Parties and the other Lenders signatory
                thereto from time to time, and GE Canada Finance Holding
                Company, as a Canadian Lender and the other Lenders signatory
                thereto from time to time. (14)
10.19           Employment Agreement, dated March 3, 2006, between Scott
                Bravener and Lower Lakes Towing Ltd. (7)
10.20           Employment Agreement, dated March 3, 2006, between James Siddall
                and Lower Lakes Towing Ltd. (7)
10.21           Management Bonus Plan, dated March 3, 2006. (7)
10.22           Stock Purchase Agreement, dated July 20, 2006, by and among Rand
                Logistics, Inc. and Islandia L.P., Knott Partners L.P.,
                Matterhorn Offshore Fund Ltd., CommonFund Hedged Equity Company,
                Shoshone Partners, LP, Finderne, LLC, Good Steward Trading
                Company SPC, Mulsanne LP, The Hummingbird Value Fund LP, The
                Hummingbird Microcap Value Fund LP, Terrier Partners L.P.,
                Performance Partners, LP, Performance Partners, Ltd., WTC-CIF
                Micro Cap Equity Portfolio, WTC-CTF Micro Cap Equity Portfolio,
                WTC-CIF Global Infrastructure Portfolio, Ratheon Master Pension
                Trust, Clariden-LUX Infrastructure Fund, Wynnefield Partners
                Small Cap Value, LP, Wynnefield Partners Small Cap Value, LP I,
                and Wynnefield Small Cap Value Offshore Fund, Ltd. (9)
10.23           Time Charter Agreement, dated as of August 1, 2006, between
                Lower Lakes Transportation Company and Wisconsin & Michigan
                Steamship Company. (9)
10.24           Guaranty, dated as of August 1, 2006, by Rand Logistics, Inc. in
                favor of Wisconsin & Michigan Steamship Company. (9)
10.25           Time Charter Guaranty, dated as of August 1, 2006, by Rand LL
                Holdings Corp. in favor of Wisconsin & Michigan Steamship
                Company. (9)
10.26           Senior Subordinated Note Purchase Agreement, dated August 1,
                2006, by and among Wisconsin & Michigan Steamship Company, Rand
                Finance Corp. and Oglebay Norton Marine Services Company,
                LLC.(9)
10.27           First Amendment Credit Agreement, dated as of August 1, 2006,
                among Lower Lakes Towing Ltd., Lower Lakes Transportation
                Company, Grand River Navigation Company, Inc, the other Credit
                Parties signatory thereto, General Electric Capital Corporation
                as a US Lender and as Agent for the Secured Parties and the
                other Lenders signatory thereto from time to time, and GE Canada
                Finance Holding Company, as a Canadian Lender and the other
                Lenders signatory thereto from time to time. (9)
10.28           Award Agreement, dated October 11, 2006, between Rand Logistics,
                Inc. and Edward Levy. (11)
10.29           Award Agreement, dated October 11, 2006, between Rand Logistics,
                Inc. and Edward Levy. (11)
10.30           Award Agreement, dated October 11, 2006, between Rand Logistics,
                Inc. and Laurence S. Levy. (11)
10.31           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and Scott F. Bravener. (11)
10.32           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and Joseph W. McHugh, Jr. (11)
10.33           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and James W. Siddall. (11)
10.34           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and Jeffrey P. Botham. (11)
10.35           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and Isaac Kier. (11)
10.36           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and Jonathan Brodie. (11)

<PAGE>

10.37           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and H. Cabot Lodge III. (11)
10.38           Restricted Share Award Agreement, dated January 17, 2007 between
                Rand Logistics, Inc. and Laurence S. Levy. (12)
10.39           Restricted Share Award Agreement, dated January 17, 2007 between
                Rand Logistics, Inc. and Edward Levy. (12)
10.40           Vessel Sale Agreement, dated as of March 23, 2007, between Grand
                River Navigation Company, Inc. and Lake Service Shipping Co.
                (13)
10.41           Third Amendment to Credit Agreement, dated as of March 23, 2007,
                among Lower Lakes Towing Ltd., Lower Lakes Transportation
                Company, Grand River Navigation Company, Inc, the other Credit
                Parties signatory thereto, General Electric Capital Corporation
                as a US Lender and as Agent for the Secured Parties and the
                other Lenders signatory thereto from time to time, and GE Canada
                Finance Holding Company, as a Canadian Lender and the other
                Lenders signatory thereto from time to time. (13)
10.42           Warrant Exercise Agreement, dated April 30, 2007, among Rand
                Logistics, Inc. and Knott Partners, LP, Knott Partners Offshore
                Master Fund, LP, CommonFund Hedged Equity Company, Shoshone
                Partners, LP, Finderne, LLC, Good Steward Trading Company SPC,
                and Leonard & Margaret Frierman. (15)
10.43           Fourth Amendment to Credit Agreement, dated as of June 26, 2007,
                among Lower Lakes Towing Ltd., Lower Lakes Transportation
                Company, Grand River Navigation Company, Inc, the other Credit
                Parties signatory thereto, General Electric Capital Corporation
                as a US Lender and as Agent for the Secured Parties and the
                other Lenders signatory thereto from time to time, and GE Canada
                Finance Holding Company, as a Canadian Lender. (16)
10.44           First Amendment Agreement to Time Charter Guaranty, dated as of
                June 27, 2007, between Rand LL Holdings Corp. and Wisconsin &
                Michigan Steamship Company. (16)
14              Code of Ethics. (6)
21              Subsidiaries of Rand. (16)
23.1            Consent of Grant Thornton LLP, independent registered chartered
                accounting firm. (17)
23.2            Consent of Goldstein Golub Kessler LLP, independent registered
                public accounting firm. (17)
31.1            Certification of Chief Executive Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002. (17)
31.2            Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002. (17)
32.1            Certification of Chief Executive Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002. (17)
32.2            Certification of Chief Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002. (17)
99.1            Risk Factors. (17)

(1)   Incorporated by reference to the Registrant's Amended Quarterly Report on
      Form 10-QSB/A, filed with the Securities and Exchange Commission on
      January 20, 2006.
(2)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on January 3, 2006.
(3)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on January 31, 2006.
(4)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on March 1, 2006.
(5)   Incorporated by reference to the Registrant's Registration Statement on
      Form S-1 (SEC File No. 333-117051).
(6)   Incorporated by reference to the Registrant's Annual Report on Form
      10-KSB, filed with the Securities and Exchange Commission on March 31,
      2005.
(7)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on March 9, 2006.
(8)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on June 6, 2006.
(9)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on August 2, 2006.

<PAGE>

(10)  Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on August 10, 2006.
(11)  Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on August 19, 2006.
(12)  Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on January 18, 2007.
(13)  Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on March 26, 2007.
(14)  Incorporated by reference to the Registrant's Current Report on Form
      8-K/A, filed with the Securities and Exchange Commission on April 25,
      2007.
(15)  Incorporated by reference to the Registrant's Current Report on Form
      8-K/A, filed with the Securities and Exchange Commission on May 10, 2007.
(16)  Incorporated by reference to the Registrant's Annual Report on Form
      10-KSB, filed with the Securities and Exchange Commission on June 29,
      2007.
(17)  Filed herewith.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                                                RAND LOGISTICS, INC.
                                                (Registrant)


Date: August 13, 2007                           /s/ Laurence S. Levy
  -----------------                             ----------------------------
                                                Laurence S. Levy
                                                Chief Executive Officer


Date: August 13, 2007                           /s/ Joseph W. McHugh, Jr.
  -----------------                             ----------------------------
                                                Joseph W. McHugh, Jr.
                                                Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------

2.1             Stock Purchase Agreement, dated as of September 2, 2005, among
                Rand Acquisition Corporation, LL Acquisition Corp. and the
                stockholders of Lower Lakes Towing Ltd. (Omitted:
                Appendices-Seller Disclosure Schedule and Purchase Seller
                Disclosure Schedule; Exhibits - 1) Allocation among Sellers, 2)
                Employment Agreement, 3) Escrow Agreement, 4) Release, 5)
                Opinion of Sellers' Counsel, 6) Opinion of Rand's and
                Purchaser's Counsel, 7) Section 116 Escrow Agreement, 8) Company
                Indebtedness, 9) Seller's Addresses, 10) Working Capital
                Statement, 11) Management Bonus Program, 12) Sellers Several
                Liability Allocation, 13) Financing Commitments (filed
                separately), 14) Bonus Program Participant Agreement and 15)
                Redemption Agreement). (1)
2.2             Amendment to Stock Purchase Agreement, dated December 29, 2005.
                (2)
2.3             Amendment to Stock Purchase Agreement, dated January 27, 2006.
                (3)
2.4             Amendment to Stock Purchase Agreement, dated February 27, 2006.
                (4)
3.1             Amended and Restated Certificate of Incorporation, filed with
                the Secretary of State of the State of Delaware on March 3,
                2006. (7)
3.1.1           Amended and Restated Certificate of Designations, filed with the
                Secretary of State of the State of Delaware on August 8, 2006.
                (10)
3.2.1           By-laws. (5)
3.2.2           Amended By-laws. (8)
4.1             Specimen Unit Certificate. (5)
4.2             Specimen Common Stock Certificate. (5)
4.3             Specimen Warrant Certificate. (5)
4.4             Form of Unit Purchase Option granted to EarlyBirdCapital, Inc.
                (5)
4.5             Form of Warrant Agreement between Continental Stock Transfer &
                Trust Company and the Registrant. (5)
10.1            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Laurence S. Levy. (5)
10.2            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Isaac Kier. (1)
10.3            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Sandeep D. Alva. (5)
10.4            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Falcon Partners Holdings, LLC. (5)
10.5            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Natalie Lynn Levy Irrevocable Trust. (5)
10.6            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Michael Benjamin Levy Irrevocable Trust. (5)
10.7            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Jessica Rose Levy Irrevocable Trust. (5)
10.8            Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Jane Levy. (5)
10.9            Form of Investment Management Trust Agreement between
                Continental Stock Transfer & Trust Company and the Registrant.
                (5)
10.10           Form of Stock Escrow Agreement between the Registrant,
                Continental Stock Transfer & Trust Company and the Founders. (5)
10.11           Form of Letter Agreement between ProChannel Management LLC and
                Registrant regarding administrative support. (5)
10.12           Promissory Note, dated June 10, 2004, in the principal amount of
                $70,000 issued to Laurence S. Levy. (5)
10.13           Registration Rights Agreement among the Registrant and the
                Founders. (5)
10.14           Form of Warrant Purchase Agreements among each of Laurence S.
                Levy, Isaac Kier and Sandeep D. Alva and EarlyBirdCapital, Inc.
                (5)
10.15           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                and Rand Management LLC. (5)
10.16           Preferred Stock Purchase Agreement, dated September 2, 2005, by
                and between Knott Partners LP, Matterhorn Offshore Fund Ltd.,
                Anno LP, Good Steward Fund Ltd., Bay II Resources Partners, Bay
                Resource Partners L.P., Bay Resource Partners Offshore Fund
                Ltd., Thomas E. Claugus and Rand Acquisition Corporation. (1)

<PAGE>

10.17           Financing Commitment, dated August 22, 2005, between GE
                Commercial & Industrial Finance, Inc. and Rand Acquisition
                Corporation. (1)
10.18           Credit Agreement, dated as of March 3, 2006, among Lower Lakes
                Towing Ltd., Lower Lakes Transportation Company, Grand River
                Navigation Company, Inc, the other Credit Parties signatory
                thereto, General Electric Capital Corporation as a US Lender and
                as Agent for the Secured Parties and the other Lenders signatory
                thereto from time to time, and GE Canada Finance Holding
                Company, as a Canadian Lender and the other Lenders signatory
                thereto from time to time. (14)
10.19           Employment Agreement, dated March 3, 2006, between Scott
                Bravener and Lower Lakes Towing Ltd. (7)
10.20           Employment Agreement, dated March 3, 2006, between James Siddall
                and Lower Lakes Towing Ltd. (7)
10.21           Management Bonus Plan, dated March 3, 2006. (7)
10.22           Stock Purchase Agreement, dated July 20, 2006, by and among Rand
                Logistics, Inc. and Islandia L.P., Knott Partners L.P.,
                Matterhorn Offshore Fund Ltd., CommonFund Hedged Equity Company,
                Shoshone Partners, LP, Finderne, LLC, Good Steward Trading
                Company SPC, Mulsanne LP, The Hummingbird Value Fund LP, The
                Hummingbird Microcap Value Fund LP, Terrier Partners L.P.,
                Performance Partners, LP, Performance Partners, Ltd., WTC-CIF
                Micro Cap Equity Portfolio, WTC-CTF Micro Cap Equity Portfolio,
                WTC-CIF Global Infrastructure Portfolio, Ratheon Master Pension
                Trust, Clariden-LUX Infrastructure Fund, Wynnefield Partners
                Small Cap Value, LP, Wynnefield Partners Small Cap Value, LP I,
                and Wynnefield Small Cap Value Offshore Fund, Ltd. (9)
10.23           Time Charter Agreement, dated as of August 1, 2006, between
                Lower Lakes Transportation Company and Wisconsin & Michigan
                Steamship Company. (9)
10.24           Guaranty, dated as of August 1, 2006, by Rand Logistics, Inc. in
                favor of Wisconsin & Michigan Steamship Company. (9)
10.25           Time Charter Guaranty, dated as of August 1, 2006, by Rand LL
                Holdings Corp. in favor of Wisconsin & Michigan Steamship
                Company. (9)
10.26           Senior Subordinated Note Purchase Agreement, dated August 1,
                2006, by and among Wisconsin & Michigan Steamship Company, Rand
                Finance Corp. and Oglebay Norton Marine Services Company,
                LLC.(9)
10.27           First Amendment Credit Agreement, dated as of August 1, 2006,
                among Lower Lakes Towing Ltd., Lower Lakes Transportation
                Company, Grand River Navigation Company, Inc, the other Credit
                Parties signatory thereto, General Electric Capital Corporation
                as a US Lender and as Agent for the Secured Parties and the
                other Lenders signatory thereto from time to time, and GE Canada
                Finance Holding Company, as a Canadian Lender and the other
                Lenders signatory thereto from time to time. (9)
10.28           Award Agreement, dated October 11, 2006, between Rand Logistics,
                Inc. and Edward Levy. (11)
10.29           Award Agreement, dated October 11, 2006, between Rand Logistics,
                Inc. and Edward Levy. (11)
10.30           Award Agreement, dated October 11, 2006, between Rand Logistics,
                Inc. and Laurence S. Levy. (11)
10.31           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and Scott F. Bravener. (11)
10.32           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and Joseph W. McHugh, Jr. (11)
10.33           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and James W. Siddall. (11)
10.34           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and Jeffrey P. Botham. (11)
10.35           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and Isaac Kier. (11)
10.36           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and Jonathan Brodie. (11)

<PAGE>

10.37           Award Agreement, dated October 18, 2006, between Rand Logistics,
                Inc. and H. Cabot Lodge III. (11)
10.38           Restricted Share Award Agreement, dated January 17, 2007 between
                Rand Logistics, Inc. and Laurence S. Levy. (12)
10.39           Restricted Share Award Agreement, dated January 17, 2007 between
                Rand Logistics, Inc. and Edward Levy. (12)
10.40           Vessel Sale Agreement, dated as of March 23, 2007, between Grand
                River Navigation Company, Inc. and Lake Service Shipping Co.
                (13)
10.41           Third Amendment to Credit Agreement, dated as of March 23, 2007,
                among Lower Lakes Towing Ltd., Lower Lakes Transportation
                Company, Grand River Navigation Company, Inc, the other Credit
                Parties signatory thereto, General Electric Capital Corporation
                as a US Lender and as Agent for the Secured Parties and the
                other Lenders signatory thereto from time to time, and GE Canada
                Finance Holding Company, as a Canadian Lender and the other
                Lenders signatory thereto from time to time. (13)
10.42           Warrant Exercise Agreement, dated April 30, 2007, among Rand
                Logistics, Inc. and Knott Partners, LP, Knott Partners Offshore
                Master Fund, LP, CommonFund Hedged Equity Company, Shoshone
                Partners, LP, Finderne, LLC, Good Steward Trading Company SPC,
                and Leonard & Margaret Frierman. (15)
10.43           Fourth Amendment to Credit Agreement, dated as of June 26, 2007,
                among Lower Lakes Towing Ltd., Lower Lakes Transportation
                Company, Grand River Navigation Company, Inc, the other Credit
                Parties signatory thereto, General Electric Capital Corporation
                as a US Lender and as Agent for the Secured Parties and the
                other Lenders signatory thereto from time to time, and GE Canada
                Finance Holding Company, as a Canadian Lender. (16)
10.44           First Amendment Agreement to Time Charter Guaranty, dated as of
                June 27, 2007, between Rand LL Holdings Corp. and Wisconsin &
                Michigan Steamship Company. (16)
14              Code of Ethics. (6)
21              Subsidiaries of Rand. (16)
23.1            Consent of Grant Thornton LLP, independent registered chartered
                accounting firm. (17)
23.2            Consent of Goldstein Golub Kessler LLP, independent registered
                public accounting firm. (17)
31.1            Certification of Chief Executive Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002. (17)
31.2            Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002. (17)
32.1            Certification of Chief Executive Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002. (17)
32.2            Certification of Chief Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002. (17)
99.1            Risk Factors. (17)

(1)   Incorporated by reference to the Registrant's Amended Quarterly Report on
      Form 10-QSB/A, filed with the Securities and Exchange Commission on
      January 20, 2006.
(2)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on January 3, 2006.
(3)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on January 31, 2006.
(4)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on March 1, 2006.
(5)   Incorporated by reference to the Registrant's Registration Statement on
      Form S-1 (SEC File No. 333-117051).
(6)   Incorporated by reference to the Registrant's Annual Report on Form
      10-KSB, filed with the Securities and Exchange Commission on March 31,
      2005.
(7)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on March 9, 2006.
(8)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on June 6, 2006.
(9)   Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on August 2, 2006.

<PAGE>

(10)  Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on August 10, 2006.
(11)  Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on August 19, 2006.
(12)  Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on January 18, 2007.
(13)  Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on March 26, 2007.
(14)  Incorporated by reference to the Registrant's Current Report on Form
      8-K/A, filed with the Securities and Exchange Commission on April 25,
      2007.
(15)  Incorporated by reference to the Registrant's Current Report on Form
      8-K/A, filed with the Securities and Exchange Commission on May 10, 2007.
(16)  Incorporated by reference to the Registrant's Annual Report on Form
      10-KSB, filed with the Securities and Exchange Commission on June 29,
      2007.
(17)  Filed herewith.