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, 2006

                                       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)

              450 Park Avenue, 10th Floor, New York, New York 10022
              -----------------------------------------------------
                    (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 14, 2006, there were 8,002,957 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. (formerly Rand Acquisition Corporation)
Consolidated Balance Sheets
(U.S. Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            June 30,        March 31,
                                                                              2006            2006
                                                                           (unaudited)      (audited)
                                                                          ------------     ------------
<S>                                                                       <C>              <C>
ASSETS

CURRENT
        Cash and cash equivalents                                         $    767,427     $  2,574,325
        Accounts receivable (Note 3)                                        10,793,572        2,107,282
        Prepaid expenses and other current assets (Note 4)                   1,391,883        1,460,267
        Income tax receivable                                                   93,632               --
        Deferred income taxes                                                1,142,986        1,160,651
-------------------------------------------------------------------------------------------------------

Total current assets                                                        14,189,500        7,302,525

PROPERTY AND EQUIPMENT, NET (Note 5)                                        49,287,342       48,160,837
DEFERRED INCOME TAXES                                                        8,254,488        9,386,020
DEFERRED DRYDOCK COSTS, NET (Note 6)                                         1,604,628        1,614,173
DEFERRED TRANSACTION COSTS (Note 22)                                           189,446               --
INTANGIBLE ASSETS, NET (Note 7)                                             14,008,607       13,942,329
GOODWILL (Note 7)                                                            6,362,952        6,362,952
-------------------------------------------------------------------------------------------------------

Total assets                                                              $ 93,896,963     $ 86,768,836
=======================================================================================================

LIABILITIES

CURRENT
        Bank indebtedness (Note 9)                                        $  3,895,902     $         --
        Accounts payable                                                     8,116,498        7,617,899
        Accrued liabilities (Note 8)                                         2,816,012        2,615,159
        Income taxes payable                                                        --           50,787
        Deferred income taxes                                                  443,469          405,886
        Current portion of long-term debt  (Note 10)                         2,529,231        1,772,055
        Current portion of long-term capital lease obligation - vessel
        lease (Note 11)                                                      2,097,959        2,108,132
-------------------------------------------------------------------------------------------------------
Total current liabilities                                                   19,899,071       14,569,918
-------------------------------------------------------------------------------------------------------
LONG-TERM DEBT  (Note 10)                                                   20,463,781       20,378,630
ACQUIRED MANAGEMENT BONUS PROGRAM (Note 20)                                  3,000,000        3,000,000
DEFERRED INCOME TAXES                                                       12,050,694       12,063,059
-------------------------------------------------------------------------------------------------------

Total liabilities                                                           55,413,546       50,011,607
-------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Note 12 and 13)                                      --               --

STOCKHOLDERS' EQUITY
        Preferred stock, $.0001 par value,                                  14,900,000       14,900,000
        Authorized 1,000,000 shares, Issued and outstanding 300,000
        shares (Note 14)
        Common stock, $.0001 par value                                             560              560
        Authorized 50,000,000 shares, Issued and outstanding 5,600,000
        shares (Note 14)
        Additional Paid-in Capital                                          24,629,291       24,629,291
        Accumulated deficit                                                   (706,342)      (1,426,067)
        Accumulated other comprehensive loss                                  (340,092)      (1,346,555)
-------------------------------------------------------------------------------------------------------

Total stockholders' equity                                                  38,483,417       36,757,229
-------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                $ 93,896,963     $ 86,768,836
=======================================================================================================
</TABLE>

            See accompanying notes to unaudited financial statements

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Consolidated Statements of Operations
(U.S. Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     Three months       Three months
                                                      Ended June         ended June
                                                       30, 2006           30, 2005
                                                     (unaudited)        (unaudited)
                                                     ------------       ------------
<S>                                                  <C>                <C>
REVENUE                                              $ 22,245,116       $         --
------------------------------------------------------------------------------------

EXPENSES
         Outside voyage charter fees (Note 15)          2,317,901                 --
         Vessel operating expenses                     14,295,673                 --
         Repairs and maintenance                           56,748                 --
         General and administrative                     1,278,237             64,236
         Depreciation                                   1,054,269                 --
         Amortization of drydock costs                     83,988                 --
         Amortization of intangibles                      352,822                 --
         Loss on foreign exchange                          36,686                 --
------------------------------------------------------------------------------------
                                                       19,476,324             64,236
------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE OTHER INCOME AND EXPENSES
AND INCOME TAXES                                        2,768,792            (64,236)
------------------------------------------------------------------------------------

OTHER INCOME AND EXPENSES
Interest expense (Note 16)                                644,169                 --
Interest income                                            (1,972)          (133,343)
Amortization of deferred financing costs                   29,437                 --
------------------------------------------------------------------------------------
                                                          671,634           (133,343)
====================================================================================

INCOME BEFORE INCOME TAXES                              2,097,158             69,107
PROVISION (RECOVERY) FOR INCOME TAXES
Current                                                   (79,500)            43,000
Deferred                                                1,164,556
------------------------------------------------------------------------------------
NET INCOME                                           $  1,012,102       $     26,107
====================================================================================
PREFERRED STOCK DIVIDENDS                            $    292,377       $         --
====================================================================================
NET INCOME APPLICABLE TO COMMON STOCKHOLDERS         $    719,725       $     26,107
====================================================================================
        Net earnings per share basic (Note 19)       $        .13       $        .00
        Net earnings per share diluted                        .06                .00
        Weighted average shares - Basic                 5,600,000          5,600,000
        Weighted average shares - Diluted              15,841,639          5,600,000
        ============================================================================
</TABLE>

            See accompanying notes to unaudited financial statements

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
(U.S. Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                   Common Stock                       Preferred Stock
                                             Shares            Amount             Shares           Amount
                                          ------------      ------------      ------------      ------------
<S>                                          <C>            <C>                    <C>          <C>
Balances, March 31, 2005                     5,600,000               560                --                --
      Net income 9 months ended
      December 31, 2005                             --                --                --                --
------------------------------------------------------------------------------------------------------------

Balances, December 31, 2005                  5,600,000               560                --                --
      Shares issued, net of issuance
      costs of $100,000                             --                --           300,000        14,900,000
      Proceeds of 2004 share
      issuance no longer subject to
      possible redemption                           --                --                --                --
      Net loss                                      --                --                --                --
      Preferred dividend issuable                   --                --                --                --
------------------------------------------------------------------------------------------------------------

      Translation adjustments                       --                --                --                --
------------------------------------------------------------------------------------------------------------
      Comprehensive loss                            --                --                --                --
------------------------------------------------------------------------------------------------------------

Balances, March 31, 2006                     5,600,000      $        560           300,000      $ 14,900,000
------------------------------------------------------------------------------------------------------------
      Net income                                    --                --                --                --
      Preferred dividend issuable                   --                --                --                --
------------------------------------------------------------------------------------------------------------
      Translation adjustments                       --                --                --                --
------------------------------------------------------------------------------------------------------------
      Comprehensive income                          --                --                --                --
------------------------------------------------------------------------------------------------------------
Balances, June 30, 2006                      5,600,000      $        560           300,000      $ 14,900,000
------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                                Accumulated
                                          Additional        Accumulated            Other               Total
                                            Paid-In           Surplus          Comprehensive      Stockholders'
                                            Capital          (Deficit)         Income (Loss)          Equity
                                          ------------      ------------       -------------      -------------
<S>                                       <C>               <C>                <C>                <C>
Balances, March 31, 2005                    19,884,465            11,457                 --         19,896,482
      Net income 9 months ended
      December 31, 2005                             --            51,972                 --             51,972
--------------------------------------------------------------------------------------------------------------

Balances, December 31, 2005                 19,884,465            63,429                 --         19,948,454
      Shares issued, net of issuance
      costs of $100,000                             --                --                 --         14,900,000
      Proceeds of 2004 share
      issuance no longer subject to
      possible redemption                    4,744,826                --                 --          4,744,826
      Net loss                                      --        (1,399,079)                --         (1,399,079)
      Preferred dividend issuable                   --           (90,417)                --            (90,417)
--------------------------------------------------------------------------------------------------------------

      Translation adjustments                       --                --         (1,346,555)        (1,346,555)
--------------------------------------------------------------------------------------------------------------
      Comprehensive loss                            --                --                 --         (2,745,634)
--------------------------------------------------------------------------------------------------------------

Balances, March 31, 2006                  $ 24,629,291      $ (1,426,067)      $ (1,346,555)      $ 36,757,229
--------------------------------------------------------------------------------------------------------------
      Net income                                    --         1,012,102                 --          1,012,102
      Preferred dividend issuable                   --          (292,377)                --           (292,377)
--------------------------------------------------------------------------------------------------------------
      Translation adjustments                       --                --          1,006,463          1,006,463
--------------------------------------------------------------------------------------------------------------
      Comprehensive income                          --                --                 --          2,018,565
--------------------------------------------------------------------------------------------------------------
Balances, June 30, 2006                   $ 24,629,291      $   (706,342)      $   (340,092)      $ 38,483,417
--------------------------------------------------------------------------------------------------------------
</TABLE>

            See accompanying notes to unaudited financial statements

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Consolidated Statements of Cash Flows
(U.S. Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       Three months ended   Three months ended
                                                                         June 30, 2006        June 30, 2005
                                                                          (unaudited)          (unaudited)
                                                                      -------------------   ------------------
<S>                                                                       <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net income                                                         $   719,725          $    26,107
       Adjustments to reconcile net income to net cash used
                   by operating activities
                      Depreciation and amortization of
                      drydock costs                                         1,138,257                   --
                      Amortization of intangible assets                       382,259                   --
                      Deferred income taxes                                 1,164,556                   --
                   Changes in assets and liabilities, net of amounts
                   acquired:
                      Accounts receivable                                  (8,686,290)                  --
                      Interest accrued on Treasury Bill                            --             (159,901)
                      Prepaid expenses and other current assets                68,384               17,000
                      Accounts payable and accrued liabilities                699,452                5,650
                      Income taxes payable                                   (144,419)              44,188
                      Deferred interest                                            --               31,103
----------------------------------------------------------------------------------------------------------
                                                                           (4,658,076)             (35,853)
----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of property and equipment                                    (766,071)                  --
       Deferred acquisition and transaction costs                            (189,446)            (107,574)
----------------------------------------------------------------------------------------------------------
                                                                             (955,517)            (107,574)
----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Capital lease repayment                                                  (10,173)                  --
     Proceeds from bank indebtedness                                        3,895,902                   --
----------------------------------------------------------------------------------------------------------
                                                                            3,885,729                   --
----------------------------------------------------------------------------------------------------------
EFFECT OF FOREIGN EXCHANGE RATES ON CASH                                      (79,034)                  --
NET DECREASE IN CASH AND CASH EQUIVALENTS                                  (1,806,898)            (143,427)
==========================================================================================================
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              2,574,325              726,970
----------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $   767,427          $   583,543
==========================================================================================================
</TABLE>

            See accompanying notes to unaudited financial statements

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

1.    SIGNIFICANT ACCOUNTING POLICIES

      Basis of presentation and consolidation

      The consolidated financial statements at June 30, 2006 and for the periods
      ended June 30, 2006 and 2005 are unaudited. The consolidated financial
      statements and notes are prepared in accordance with accounting principles
      generally accepted in the United States of America and include the
      accounts of Rand LL Holdings Corp., a 100% subsidiary of Rand 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 Port Dover Steamship Company
      Limited, a 100% wholly owned subsidiary of Lower Lakes Towing Limited. The
      subsidiaries, with the exception of Rand LL Holdings Corp. were purchased
      through a Share Purchase Agreement on March 3, 2006, more fully described
      in the 10-KSBT for the period ended March 31, 2006.

      In the opinion of management, all adjustments (consisting of normal
      accruals) have been made that are necessary to present fairly the
      financial position of Rand Logistics, Inc, and its wholly owned
      subsidiaries (the "Company") as of June 30, 2006 and 2005 and the results
      of operations for the three months ended June 30, 2006 and 2005 and its
      cash flows for the three months ended June 30, 2006 and 2005 and its
      stockholders' equity for the three months ended June 30, 2006. Operating
      results for the interim period presented are not necessarily indicative of
      the results to be expected for a full year. The consolidated financial
      statements include the accounts of the Company and all of its wholly-owned
      subsidiaries. All significant inter-company transactions and balances have
      been eliminated. The assets of the acquired subsidiaries have been
      adjusted to fair values as of the date of acquisition and goodwill has
      been recognized for the difference between the purchase price and fair
      value of the assets acquired for the acquired subsidiaries.

      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-KSBT for the period ended March 31, 2006.

      Cash and cash equivalents

      The Company considers all highly liquid investments with an original
      maturity of three months or less at the date of purchase to be cash
      equivalents. Cash equivalents are stated at cost which approximates market
      value.

      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. 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 does not
      have an allowance for doubtful accounts for any of the periods presented.
      The company historically has 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.

      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 99-19, "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. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

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 and were valued in conjunction with
      establishing the March 3, 2006 purchase price. Intangible assets, except
      goodwill, were valued at local currency at the acquisition date. 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. In 2006, these tests indicated that goodwill was not impaired.

          Trademarks and trade names             10 years straight-line
          Non-competition agreements              4 years straight-line
          Customer relationships and contracts   15 years straight-line

      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:

          Vessels                                 4 - 25  years straight-line
          Leasehold improvements                  7 - 12 years straight-line
          Furniture and equipment                 20% declining-balance
          Computer equipment                      30% declining-balance

      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.

      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 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 our 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.

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

1.    SIGNIFICANT ACCOUNTING POLICIES (continued)

      Repairs and maintenance

      The Company's vessels require repairs 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
      capital lease term, whether it is engine equipment, the vessel or
      leasehold improvements to a vessel leased under time charter agreement.

      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.

      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" ("SFAS 52"), 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

      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 prospective method. The prospective 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
      after the effective date. The Company has not granted such share-based
      payments during the three months ended June 30, 2006 and currently has no
      options or warrants outstanding, as a result, the adoption of FAS 123R did
      not have a material effect on the Company.

2.    RECENTLY ISSUED PRONOUNCEMENTS

      In July 2006, the FASB issued FASB Interpretation ("FIN") 48,
      "Accounting for Uncertainty in Income Taxes - an interpretation of FASB
      Statement No. 109." This interpretation clarifies the accounting for
      uncertainty in income taxes recognized in an entity's financial statements
      in accordance with SFAS No. 109, "Accounting for Income Taxes." It
      prescribes a recognition threshold and measurement attribute for financial
      statement recognition and measurement of tax positions taken or expected
      to be taken on a tax return. This interpretation also provides guidance on
      derecognition, classification, interest and penalties, accounting in
      interim periods, disclosure, and transition. FIN 48 is effective for
      fiscal years beginning after December 15, 2006. The Company will be
      required to adopt this interpretation in the first quarter of fiscal year
      2008 and is currently evaluating the impact of adopting this
      interpretation will have on its consolidated financial statements.

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

3.    ACCOUNTS RECEIVABLE

      Trade receivables are presented net of an allowance for doubtful accounts.
      The allowance was nil for all periods presented. 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. Senior management reviews an aged accounts
      receivable listing on a weekly basis. 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.

4.    PREPAID EXPENSES AND OTHER CURRENT ASSETS

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


                                            June 30, 2006       March 31, 2006
                                             (unaudited)           (audited)
                                            -------------       --------------

      Prepaid insurance                     $    423,681         $    540,699
      Fuel and lubricants                        829,965              787,461
      Deposits and other prepaids                138,237              132,107
      -----------------------------------------------------------------------
                                            $  1,391,883         $  1,460,267
      =======================================================================

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

5.    PROPERTY AND EQUIPMENT

      Property and equipment are comprised of the following:

                                                 June 30, 2006    March 31, 2006
                                                  (unaudited)       (audited)
                                                 -------------    --------------

      Cost
        Vessels                                   $41,745,944      $39,643,272
        Vessel under capital lease (Note 11)        7,418,536        7,377,827
        Leasehold improvements                      1,394,115        1,387,539
        Furniture and equipment                        71,048           47,712
        Computer equipment                             24,656            9,979
      ------------------------------------------------------------------------
                                                  $50,654,299      $48,466,329
      ========================================================================
      Accumulated depreciation
        Vessels                                   $ 1,125,379      $   253,303
        Vessel under capital lease (Note 11)          199,104           44,551
        Leasehold improvements                         36,788            7,638
        Furniture and equipment                         3,553               --
        Computer equipment                              2,133               --
      ------------------------------------------------------------------------
                                                  $ 1,366,957      $   305,492
      ------------------------------------------------------------------------
                                                  $49,287,342      $48,160,837
      ========================================================================

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

6.    DEFERRED DRYDOCK COSTS

      Deferred charges are comprised of the following:

                                                 June 30, 2006    March 31, 2006
                                                  (unaudited)        (audited)
                                                 -------------    --------------

      Drydock expenditures                       $   1,689,083    $   1,614,173
      Accumulated amortization                          84,455               --
                                                 -------------    -------------
                                                 $   1,604,628    $   1,614,173
      =========================================================================

7.    INTANGIBLE ASSETS AND GOODWILL

      Intangibles are comprised of the following:

                                                  June 30, 2006   March 31, 2006
                                                   (unaudited)      (audited)
                                                  -------------   --------------

      Goodwill                                     $ 6,362,952     $ 6,362,952
      ========================================================================

      Intangible assets
         Deferred financing costs                  $   591,072     $   572,397
         Trademarks, trade names                       944,435         914,968
         Non-competition agreements                  2,164,617       2,097,082
         Customer relationships and contracts       10,816,081      10,478,625
      ------------------------------------------------------------------------
         Total identifiable intangibles            $14,516,205     $14,063,072
      ------------------------------------------------------------------------
      Accumulated amortization
         Deferred financing costs                  $    29,554     $        --
         Trademarks, trade names                        30,876           7,083
         Non-competition agreements                    196,573          45,094
         Customer relationships and contracts          250,595          68,566
      ------------------------------------------------------------------------
                                                       507,598         120,743
      ------------------------------------------------------------------------
      Total intangible assets                      $14,008,607     $13,942,329
      ========================================================================

      Intangible asset amortization over the next five years is estimated using
      the exchange rate at acquisition as follows:

                 2007                                         $ 1,514,768
                 2008                                           1,514,768
                 2009                                           1,514,768
                 2010                                           1,231,964
                 2011                                             920,492
              -----------------------------------------------------------
                                                              $ 6,696,760
              ===========================================================

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

8.    ACCRUED LIABILITIES

      Accrued liabilities are comprised of the following:


                                     June 30, 2006      March 31, 2006
                                      (unaudited)         (audited)
                                     -------------      --------------

      Transaction costs                $  201,654         $  779,966
      Payroll                           1,268,306            850,342
      Legal and professional fees         635,115            624,658
      Interest                            191,814            150,021
      Preferred stock dividends           382,794             90,417
      Other                               136,329            119,755
                                       -----------------------------
                                       $2,816,012         $2,615,159
      ==============================================================

9.    BANK INDEBTEDNESS

      At June 30, 2006, the Company had authorized operating lines of credit in
      the amounts of $2,300,000 CDN and $3,500,000 US (March 2006 - $2,300,000
      CDN and $3,500,000 US) with its senior lender, and was utilizing
      $3,895,902 on the revolver (March 2006 - $nil), and maintained a letter of
      credit of $575,000 Canadian dollars. The line of credit bears interest at
      Canadian Prime Rate plus 2% on Canadian dollar borrowings and U.S. Base
      rate plus 2% on U.S. Dollar borrowings and is secured under the same terms
      and has the same financial covenants as described in Note 10. The
      effective rate at June 30, 2006 was 10.25% on the U.S. revolver and 8% on
      the Canadian revolver.

10.   LONG-TERM DEBT

      On March 3, 2006, Lower Lakes, Lower Lakes Transportation and Grand River
      as borrowers, entered into the Credit Agreement which provides for a new
      senior credit facility with a syndicate of lenders, including General
      Electric Capital Corporation, as agent and as a lender. The new senior
      credit facility provides for (i) a revolving credit facility under which
      Lower Lakes may borrow up to Cdn $2,300,000 and an additional seasonal
      facility of US $2,000,000, subject to limitations, (ii) a revolving credit
      facility under which Lower Lakes Transportation may borrow up to US
      $3,500,000 and an additional seasonal facility of US $2,000,000, subject
      to limitations, (iii) a Canadian dollar denominated term loan facility
      under which Lower Lakes may borrow Cdn $21,200,000, and (iv) a US dollar
      denominated term loan facility under which Grand River may borrow US
      $4,000,000. Borrowings under the new senior credit facility are required
      to be used to refinance the borrowers' existing senior credit facility, to
      finance working capital and for the acquisition of the stock of the
      borrowers and other general corporate purposes. The full amount of both
      term loans was extended to the borrowers on March 3, 2006. Rand is neither
      a party to the Credit Agreement nor a guarantor of any obligations under
      the Credit Agreement.

      Under the new senior credit facility, the revolving credit facility
      expires on March 3, 2011. The outstanding principal amount of the Canadian
      term loan borrowings will be repayable as follows: (i) an aggregate of Cdn
      $2,120,000 per annum shall be payable in four equal quarterly instalments
      during the first year, (ii) an aggregate of Cdn $2,544,000 shall be
      payable in four equal quarterly instalments in each of the next four
      years, and (iii) a final payment in the outstanding principal amount of
      the Canadian term loan shall be payable upon the Canadian term loan
      facility's maturity on March 3, 2011. The outstanding principal amount of
      the US term loan borrowings will be repayable as follows: (i) an aggregate
      of US $400,000 per annum shall be payable in four equal quarterly
      instalments during the first year, (ii) an aggregate of US $480,000 per
      annum shall be payable in four equal quarterly instalments in each of the
      next four years, and (iii) a final payment in the outstanding principal
      amount of the US term loan shall be payable upon the US term loan
      facility's maturity on March 3, 2011.

      Borrowings under the Canadian revolving credit facility and Canadian term
      loan will bear an interest rate per annum, at the borrowers' option, equal
      to (i) the Canadian Prime Rate (as defined in the new senior credit
      facility), plus 2% per annum or (ii) the BA Rate (as defined in the new
      senior credit facility) plus 3% per annum. The US revolving credit
      facility and the US term loan will bear interest, at the borrowers' option
      equal to (i) LIBOR (as defined in the

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

10.   LONG-TERM DEBT (continued)

      new senior credit facility) plus 3.00% per annum, or (ii) the US Base Rate
      (as defined in the new senior credit facility), plus 2% per annum.

      Obligations under the new senior credit facility are secured 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 the borrowers. In addition, all obligations under the new
      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 new 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 new 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 therefrom, 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 new 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 new 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 new senior credit facility being
      accelerated.

      The effective interest rate on the term loans at June 30, 2006 were 8% on
      the Canadian term loan and 10.25% on the U.S. term loan.

<TABLE>
<CAPTION>
                                                                                June 30, 2006      March 31, 2006
                                                                                 (unaudited)          (audited)
                                                                                -------------      --------------
      <S>                                                                       <C>                <C>
      a) Term loan  bearing  interest  at  Canadian  Prime rate plus 2%. The
         loan is repayable  over a five year term until  December  2010 with
         current  quarterly  payments of $530,000 CDN  commencing  September
         2006 and  increasing to $636,000 CDN beginning  with the March 2007
         payment until  December  2010,  and the balance due March 2011. The
         term loan is secured by the assets of Lower Lakes Towing Ltd.          $  18,993,012      $   18,150,685
      b) Term loan bearing  interest at U.S.  Base rate plus 2%. The loan is
         repayable  over a five year term until  December  2010 with current
         quarterly  payments of $100,000 US  commencing  September  2006 and
         increasing  to $120,000 US  beginning  with the March 2007  payment
         until  December 2010, and the balance due March 2011. The term loan
         is secured by assets of Grand River.                                       4,000,000           4,000,000
      -----------------------------------------------------------------------------------------------------------
                                                                                $  22,993,012      $   22,150,685
      Less amounts due within 12 months                                             2,529,231           1,772,055
      -----------------------------------------------------------------------------------------------------------
                                                                                $  20,463,781      $   20,378,630
      ===========================================================================================================
</TABLE>

      Senior debt instrument (a) is secured 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 secured by assets of Grand River, a marine mortgage
      and collateral marine agreement covering the vessels owned by Grand River.

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

10.   LONG-TERM DEBT (continued)

      The Company is required to comply with certain financial covenants under
      the senior and subordinated debt agreements. The Company was in compliance
      with these covenants as of June 30, 2006.

      Principal payments are due as follows:

                 2007                                     $   2,529,231
                 2008                                         2,759,161
                 2009                                         2,759,161
                 2010                                         2,759,161
                 2011                                        12,186,298
            -----------------------------------------------------------
                                                          $  22,993,012
            ===========================================================

11.   LONG-TERM CAPITAL LEASE OBLIGATION - VESSEL LEASE

      In 2004, Grand River entered into a sale and bareboat charter arrangement
      (sale leaseback) transaction involving the M/V Manistee vessel. As the
      agreement includes an option by the Company to repurchase the M/V Manistee
      vessel and a put option by the purchaser described in Note 16, the
      leaseback has been classified as a capital lease under Statement of
      Financial Accounting Standards 13, "Accounting for Leases," ("SFAS 13").
      Consistent with the requirements of Statement of Financial Accounting
      Standards 28, "Accounting for Sales with Leasebacks, an amendment of FASB
      Statement No. 13," no gain was recorded on the transaction. The leased
      vessel is recorded in capital assets and is being depreciated over its
      remaining estimated useful life (Note 5).

      The following is a schedule of the future minimum obligation of remaining
      annual payments under the terms of the leaseback determined using the
      implicit borrowing rate in the lease as of June 30, 2006 and assuming that
      the repurchase outlined in Note 12 is not completed and the vessel remains
      on charter hire:

                 2007                                         $    233,333
                 2008                                              350,000
                 2009                                              350,000
                 2010                                              500,000
                 2011                                              500,000
           Thereafter                                            4,500,000
                                                              ------------
           Total minimum payments                             $  6,433,333
           Less: Amount representing imputed interest
           (at 17.2%)                                            4,335,374
                                                              ------------
           Present value of net minimum payments
           (see note a below)                                 $  2,097,959
                                                              ============

      (a) At the inception of the transaction in 2004, the present value of the
      minimum lease payments exceeded the fair value of the vessel asset. In
      accordance with SFAS 13, the amount recorded in 2004 as the asset and the
      obligation was determined to be the fair value of the vessel asset in the
      amount of $2,200,000. The balance of the obligation as at June 30, 2006
      was $2,097,959.

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

12.   COMMITMENTS

      As disclosed in Note 11, the Company entered into a sale and bareboat
      charter arrangement (sale leaseback) expiring December 31, 2014 relating
      to the M/V Manistee (formerly Richard Reiss) vessel.

      The Company has an option to repurchase the M/V Manistee vessel anytime
      after December 31, 2006 but before March 31, 2007 for the amount of
      $2,200,000. The owner of the M/V Manistee vessel has a put option to
      require the Company to repurchase the vessel at any time after December
      31, 2007 for $2,200,000. In the event the put was exercised, the Company
      would be required to repurchase the vessel within 60 days. If the
      repurchase were not completed within 60 days of the put being exercised,
      the annual charter hire payments would increase immediately to $500,000
      from the current annual amount of $350,000 and the term of the charter
      would be extended an additional 5 years through December 31, 2019.

      The Company has also entered into a bareboat charter agreement for the
      McKee Sons barge which expires in 2018. Total remaining annual charter
      commitments for the McKee vessel for the term of the lease are given
      below. The lease contains a clause whereby annual payments escalate at the
      Consumer Price Index, All Urban Consumers (CPI-U), capped at a maximum
      annual increase of 3%.

                    2007                                       $  450,000
                    2008                                          675,000
                    2009                                          675,000
                    2010                                          675,000
                    2011                                          675,000
            Thereafter                                          4,725,000
            =============================================================
                                                               $7,875,000
            =============================================================

      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 solicitors, a reserve of $400,000 has been provided 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. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

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.

      The warrants may be exercised upon surrender of the warrant certificate on
      or prior to the expiration date at the offices of the warrant agent, with
      the exercise form on the reverse side of the warrant certificate completed
      and executed as indicated, accompanied by full payment of the exercise
      price, by certified check payable to the Company, for the number of
      warrants being exercised. The warrant holders do not have the rights or
      privileges of holders of common stock and any voting rights until they
      exercise their warrants and receive common stock. After the issuance of
      shares of common stock upon exercise of the warrants, each holder will be
      entitled to one vote for each share held of record on all matters to be
      voted on by stockholders.

      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 the Company's best
      efforts to maintain a current prospectus relating to the common stock
      issuable upon exercise of the warrants. However, the Company cannot make
      the assurance 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.

      EarlyBirdCapital, who acted as the representative to the underwriters in
      connection with Rand's initial public offering, holds an 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 $2,970,000 and issue an additional 300,000 units
      consisting of 300,000 shares of our 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 $3,750,000. The Company estimates that the fair value of this option is
      approximately $558,000 ($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

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

14.   STOCKHOLDERS' EQUITY (continued)

      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.

      The underwriter's option was purchased for $100 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 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 Rand 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 newly-created series A convertible preferred stock for an aggregate
      purchase price of $15,000,000. Issuance costs of $100,000 were incurred,
      generating proceeds net of issuance costs of $14,900,000. The shares of
      series A convertible preferred stock issued under the Preferred Stock
      Purchase Agreement were not registered under the Securities Act of 1933,
      as amended, and bear restrictive legends that reflect this status. The
      securities were issued in a private placement in reliance on the exemption
      from registration provided by Section 4(2) of the Securities Act of 1933,
      as amended. Rand did not engage in any general solicitation or
      advertisement for the issuance of these securities. These securities were
      purchased by a total of eight investors, which are comprised of two groups
      of affiliated entities. The investors received copies of the documents
      related to Rand's acquisition of Lower Lakes and had access to additional
      related due diligence materials. In connection with this issuance, each of
      the investors represented that (i) it is an accredited investor as this
      term is defined in Regulation D under the Securities Act, (ii) the
      securities it is acquiring cannot be resold except pursuant to a effective
      registration under the Securities Act or in reliance on an exemption from
      the registration requirements of the Securities Act, and that the
      certificates representing such securities bear a restrictive legend to
      that effect and (iii) it intends to acquire the securities for investment
      only and not with a view to the resale thereof.

      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. The Company is not obligated to incur any liquidation damages in
      connection with the conversion of the preferred stock into common stock.

                                                     Number
                                                  Outstanding      Stated amount
                                                  ------------------------------
      Common stock                                 5,600,000       $         560
      Preferred stock                                300,000       $  15,000,000

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

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.

16.   INTEREST EXPENSE

      Interest expense is comprised of the following:

                                                 Three months       Three months
                                                     ended             ended
                                                 June 30, 2006     June 30, 2005
                                                  (unaudited)        (audited)
                                                 -------------     -------------

      Bank indebtedness                           $    77,772       $        --
      Long-term debt - senior                         566,397                --
      -------------------------------------------------------------------------
                                                  $   644,169       $        --
      =========================================================================

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,
                                              June 30, 2006             2005
                                               (unaudited)          (unaudited)
                                              ----------------------------------

      Revenues by country
        Canada                                 $ 13,552,950         $         --
        United States                             8,692,166                   --
      --------------------------------------------------------------------------
                                               $ 22,245,116         $         --
      ==========================================================================

      Net Income by country
        Canada                                 $  1,515,321         $         --
        United States                              (795,596)              26,107
      --------------------------------------------------------------------------
                                               $    719,725         $     26,107
      ==========================================================================

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

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

17.   SEGMENT INFORMATION (continued)

                                               June 30, 2006      March 31, 2006
                                                (unaudited)         (audited)
                                               ---------------------------------

      Property and equipment by
      country
        Canada                                  $31,489,590        $30,416,419
        United States                            17,797,752         17,744,418
      ------------------------------------------------------------------------
                                                $49,287,342        $48,160,837
      ========================================================================

      Total assets by country
        Canada                                  $61,403,089        $58,033,856
        United States                            32,493,874         28,734,980
      ------------------------------------------------------------------------
                                                $93,896,963        $86,768,836
      ========================================================================

18.   FINANCIAL INSTRUMENTS

      Fair value of financial instruments

      Financial instruments are comprised of cash, accounts receivable, accounts
      payable and accrued liabilities and bank indebtedness. The estimated fair
      values of cash, accounts receivable, accounts payable 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 estimated fair
      value of preferred stock instruments has not been calculated due to the
      lack of comparable instruments and the constraints of timeliness and cost
      in preparing a valuation.

      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. The
      period ending June 30, 2006 is not indicative of a full years' operations,
      due to the seasonal nature of the Company's business.

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

19.   EARNINGS PER SHARE

      The company had a total of 5,600,000 shares issued and outstanding, out of
      an authorized total of 50,000,000 shares. The fully diluted calculation
      utilizes a total of 15,841,639 shares based on the following additional
      share calculation. Warrants issued from the initial prospectus and
      overallotment converted to 8,424,908 based on the average quarterly share
      price of $5.46 and conversion of the convertible preferred shares to
      2,419,355 at a price of $6.20. In connection with Rand's initial public
      offering, Rand issued to the representative of the underwriters in the
      initial public offering, for $100, 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 Rand'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 Rand
      and will expire on October 26, 2009. Rand accounted for the fair value of
      the option, inclusive of the receipt of the $100 cash payment, as an
      expense of Rand's initial public offering resulting in a charge directly
      to stockholders' equity. The underwriter options and warrants are excluded
      from the dilution calculation, as the exercise price of the options and
      warrants are in excess of that of the underlying instruments.

<TABLE>
<CAPTION>
                                                                        Three months       Three months
                                                                            ended             ended
                                                                           June 30,          June 30,
                                                                            2006               2005
                                                                         (unaudited)       (unaudited)
                                                                        ------------       ------------
<S>                                                                     <C>                <C>
Numerator:

Net income                                                              $  1,012,102       $     26,107

     Preferred stock dividends                                               292,377                 --
-------------------------------------------------------------------------------------------------------
Income available to common shareholders                                 $    719,725       $     26,107
=======================================================================================================
Denominator:

Weighted average common shares for basic EPS                               5,600,000          5,600,000
-------------------------------------------------------------------------------------------------------
Effect of dilutive securities:

Total  outstanding warrants                                                9,200,000          9,200,000

Exercise price                                                                  5.00               5.00

Average price during period                                                     5.88               5.25
-------------------------------------------------------------------------------------------------------
   Weighted average warrants (total outstanding / average price)           7,822,285                 --
-------------------------------------------------------------------------------------------------------
   Weighted average convertible preferred shares at $6.20                  2,419,355                 --
-------------------------------------------------------------------------------------------------------

Weighted average common shares for diluted EPS                            15,841,639          5,600,000
=======================================================================================================
Basic EPS                                                               $       0.13       $       0.00
Diluted EPS                                                             $       0.06       $       0.00
=======================================================================================================
</TABLE>

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

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
      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 $3,000,000 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 Rand, 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 Rand'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.

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

21.   PRO FORMA INFORMATION

      Giving effect to the purchase transaction immediately prior to each of the
      pro forma reporting periods presented, changes certain income statement
      items. It should be noted that the results differ considerably from the
      year ended December 31, 2005 pro forma statement filed with the Rand 10
      KSB filed March 31, 2006, due to the seasonal nature of Lower Lakes
      business. There have been no adjustments to reflect higher general and
      administrative expense at the Company during the pro forma periods. There
      is a pro forma loss per share due to the pro forma effect of convertible
      preferred stock dividends in the period ended December 31, 2005.

<TABLE>
<CAPTION>
                                                                                             Pro Forma           Pro Forma
                                                                     Three Months ended  Three months ended      Year ended
                                                                       June 30, 2006        June 30,2005     December 31, 2005
Selected statement of operations data                                   (unaudited)         (unaudited)         (unaudited)
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                 <C>                 <C>
Revenue - Company operated vessels                                      $ 19,892,303        $ 15,501,817        $ 53,819,958
Revenue - Outside voyage charter revenue                                   2,352,813           1,561,826           7,420,577
----------------------------------------------------------------------------------------------------------------------------
                                                                        $ 22,245,116        $ 17,063,643        $ 61,240,535
Expenses
  Outside voyage charter fees                                              2,317,901           1,561,826           7,379,638
  Vessel operating expenses                                               14,295,673          11,306,510          40,628,366
  Non operational repairs and maintenance                                     56,748              88,629           1,625,671
----------------------------------------------------------------------------------------------------------------------------
                                                                          16,670,322          12,956,965          49,633,675
----------------------------------------------------------------------------------------------------------------------------
Income before general and administrative, depreciation,
amortization of drydock costs and intangibles, other
income and expenses and income taxes                                       5,574,794           4,106,678          11,606,860
----------------------------------------------------------------------------------------------------------------------------

  General and administrative                                               1,278,237             704,944           3,276,188
  Depreciation and amortization of drydock costs and intangibles           1,491,079           1,249,720           4,972,759
  Loss on asset disposal                                                          --                  --             113,405
  Loss (gain) on foreign exchange                                             36,686             103,529            (276,251)
----------------------------------------------------------------------------------------------------------------------------
                                                                           2,806,002           2,058,193           8,086,101
----------------------------------------------------------------------------------------------------------------------------
Income before interest, other income and expenses and
income taxes                                                               2,768,792           2,048,485           3,520,759
----------------------------------------------------------------------------------------------------------------------------

Net income                                                                 1,012,102             963,258             455,200
============================================================================================================================
Net income (loss) per share - basic                                            $0.13               $0.12              ($0.13)
Net income (loss) per share - diluted                                          $0.06               $0.06              ($0.13)
</TABLE>

<PAGE>

RAND LOGISTICS, INC. (formerly Rand Acquisition Corporation)
Notes to the Consolidated Financial Statements
(U.S. Dollars)
--------------------------------------------------------------------------------

22.   SUBSEQUENT EVENTS

      On August 1, 2006, Lower Lakes Transportation Company ("LLTC"), an
      indirect wholly-owned subsidiary of Rand, entered into a Time Charter
      Agreement (the "Time Charter Agreement") with Wisconsin & Michigan
      Steamship Company ("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. The Company incurred $189,446 in deferred transaction costs
      associated with this transaction at June 30, 2006.

      Also on August 1, 2006, pursuant to the terms of a Stock Purchase
      Agreement, effective as of the same date, Rand issued to a group of
      accredited investors 2,402,957 shares of common stock, par value $0.0001,
      for $5.41 per share, or an aggregate purchase price of approximately
      $13,000,000.

      Also on August 1, 2006, Rand Finance Corp., a newly-formed subsidiary of
      Rand entered into a Senior Subordinated Note Purchase Agreement with WMS
      pursuant to which Rand Finance will lend WMS (i) $2,150,000 to finance, in
      part, WMS's acquisition of the Vessels from Oglebay Norton Marine Services
      Company, LLC, (ii) up to $1,650,000 for future capital expenditures
      relating to the Vessels and (iii) up to $2,700,000 to the extent required
      for WMS to satisfy certain obligations of WMS to National City Commercial
      Capital Company, LLC, the senior lender to WMS for its purchase of the
      vessels from Oglebay. The loans mature on July 31, 2009 and bear interest,
      payable in kind, at the rate of 10% per annum. The loans are subordinate
      in right to repayment to WMS's obligations to National City and are also
      subordinate in right to repayment to WMS's $2,200,000 note to Oglebay,
      representing a portion of the purchase price for the vessels purchased
      from Oglebay.

      Also on August 1, 2006, Lower Lakes Towing, Ltd., LLTC, Grand River
      Navigation Company, Inc., Rand LL Holdings, each subsidiaries of Rand
      entered into a First Amendment (the "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 Amendment increases the
      Canadian revolving loan commitment by $700,000 Cdn. to $3,000,000 Cdn. and
      the U.S. revolving loan commitment by $3,000,000 to $6,500,000. In
      addition the total of Canadian and U.S. seasonal facilities was increased
      by at total of $2,000,000 to a total of $4,000,000, effective with the
      Amendment.

      On August 4, 2006, the Compensation Committee of the Board of Directors of
      Rand approved and adopted a Warrant Compensation Program providing for
      awards to senior management of the Registrant and its subsidiaries, and to
      non-executive directors of the Registrant, of warrants to purchase common
      stock of the Registrant (the "Warrants") that are substantially identical
      to those warrants included in the units issued in the Registrant's initial
      public offering. The Warrants will be immediately exercisable at an
      exercise price of $5.00 and expire on October 26, 2008. The Warrants will
      not be subject to any forfeiture restrictions and will be freely
      transferable. Other than with respect to awards to non-executive board
      members and certain warrants issued as inducement for employment, the
      awards obligate the recipient to make certain payments to the Company in
      the event that the recipient's employment is terminated other than as a
      result of death or permanent disability or termination without cause.
      Pursuant to the Program, in lieu of cash compensation that would otherwise
      be paid to such individuals, the Compensation Committee awarded Laurence
      Levy, the Registrant's Chief Executive Officer, 303,030 Warrants; Edward
      Levy, the Registrant's President, 353,535 Warrants; and Jonathan Brodie,
      H. Cabot Lodge III and Isaac Kier, all non-executive directors of the
      Registrant, were each awarded 25,253 Warrants. Of the 353,535 Warrants
      Edward Levy was awarded, 151,515 were awarded as an inducement to accept
      the position of President of the Registrant, and the issuance of
      additional warrants is in lieu of cash compensation for the first year of
      Mr. Levy's employment. In addition to their salaried compensation, Scott
      Bravener, President of Lower Lakes Towing Ltd. and Lower Lakes
      Transportation Company, both indirectly wholly-owned subsidiaries of the
      Registrant, was awarded by Lower Lakes Towing Ltd. 75,758 Warrants; and
      Joseph W. McHugh Jr., the Registrant's Chief Financial Officer, was
      awarded 30,303 Warrants.

<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.

      Recent Developments. On August 1, 2006, Lower Lakes Transportation Company
("LLTC"), an indirect wholly-owned subsidiary of Rand, entered into a Time
Charter Agreement (the "Time Charter Agreement") with Wisconsin & Michigan
Steamship Company ("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 guarantees in favor of WMS with
respect to separate financial obligations of LLTC under the Time Charter
Agreement.

      Also on August 1, 2006, pursuant to the terms of a Stock Purchase
Agreement, effective as of the same date (the "Stock Purchase Agreement"), Rand
issued to a group of accredited investors 2,402,957 shares of common stock, par
value $0.0001, for $5.41 per share, or an aggregate purchase price of
approximately $13,000,000.

      Also on August 1, 2006, Rand Finance Corp., a newly-formed subsidiary of
the Registrant, entered into a Senior Subordinated Note Purchase Agreement with
WMS pursuant to which Rand Finance will lend WMS (i) $2,150,000 to finance, in
part, WMS's acquisition of the Vessels from Oglebay Norton Marine Services
Company, LLC, (ii) up to $1,650,000 for future capital expenditures relating to
the Vessels and (iii) up to $2,700,000 to the extent required for WMS to satisfy
certain obligations of WMS to National City Commercial Capital Company, LLC, the
senior lender to WMS for its purchase of the vessels from Oglebay. The loans
mature on July 31, 2009 and bear interest, payable in kind, at the rate of 10%
per annum.

      The loans are subordinate in right to repayment to WMS's obligations to
National City and are also subordinate in right to repayment to WMS's $2,200,000
note to Oglebay, representing a portion of the purchase price for the vessels
purchased from Oglebay.

      Also on August 1, 2006, Lower Lakes Towing, Ltd., LLTC, Grand River
Navigation Company, Inc., and Rand LL Holdings, each subsidiaries of the
Registrant, entered into a First Amendment (the "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
increases the Canadian revolving loan commitment by $700,000 Cdn. to $3,000,000
Cdn. and the U.S. revolving loan commitment by $3,000,000 to $6,500,000. In
addition the total of Canadian and U.S. seasonal facilities was increased by at
total of $2,000,000 to a total of $4,000,000, effective with the Amendment.

<PAGE>

      On August 4, 2006, the Compensation Committee of the Board of Directors of
Rand approved and adopted a Warrant Compensation Program providing for awards to
senior management of the Registrant and its subsidiaries, and to non-executive
directors of the Registrant, of warrants to purchase common stock of the
Registrant (the "Warrants") that are substantially identical to those warrants
included in the units issued in the Registrant's initial public offering. The
Warrants will be immediately exercisable at an exercise price of $5.00 and
expire on October 26, 2008. The Warrants will not be subject to any forfeiture
restrictions and will be freely transferable. Other than with respect to awards
to non-executive board members and certain warrants issued as inducement for
employment, the awards obligate the recipient to make certain payments to the
Company in the event that the recipient's employment is terminated other than as
a result of death or permanent disability or termination without cause. Pursuant
to the Program, in lieu of cash compensation that would otherwise be paid to
such individuals, the Compensation Committee awarded Laurence Levy, the
Registrant's Chief Executive Officer, 303,030 Warrants; Edward Levy, the
Registrant's President, 353,535 Warrants; and Jonathan Brodie, H. Cabot Lodge
III and Isaac Kier, all non-executive directors of the Registrant, were each
awarded 25,253 Warrants. Of the 353,535 Warrants Edward Levy was awarded,
151,515 were awarded as an inducement to accept the position of President of the
Registrant, and the issuance of additional warrants is in lieu of cash
compensation for the first year of Mr. Levy's employment. In addition to their
salaried compensation, Scott Bravener, President of Lower Lakes Towing Ltd. and
Lower Lakes Transportation Company, both indirectly wholly-owned subsidiaries of
the Registrant, was awarded by Lower Lakes Towing Ltd. 75,758 Warrants; and
Joseph W. McHugh Jr., the Registrant's Chief Financial Officer, was awarded
30,303 Warrants.

            Plan of Operation. The following presentation of the plan of
operation of Rand has been prepared by management and should be read in
conjunction with the financial statements and notes thereto included in, or
referred to, in this report. Rand was formed on June 2, 2004 to serve as a
vehicle to effect an acquisition, merger, capital stock exchange, asset
acquisition or other similar business combination with an unidentified operating
business. On November 2, 2004, we closed our initial public offering of
4,000,000 units with each unit consisting of one share of our common stock and
two warrants, each to purchase one share of our common stock at an exercise
price of $5.00 per share. The units were sold at an offering price of $6.00 per
unit, generating gross proceeds of $24,000,000. On November 3, 2004, we sold an
additional 600,000 units pursuant to the underwriters' over-allotment option
raising additional gross proceeds of $3,600,000. After deducting the
underwriting discounts and commissions and the offering expenses, the total net
proceeds to us from the offering were approximately $24,605,000.

      In connection with our initial public offering, we issued to the
representative of the underwriters, for $100, 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 our 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
our consummation of a business combination and will expire on October 26, 2009.
We accounted for the fair value of the option, inclusive of the receipt of the
$100 cash payment, as an expense of our initial public offering resulting in a
charge directly to stockholders' equity. We estimate that the fair value of this
option is approximately $558,000 ($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.

      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.

<PAGE>

      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 and such amount is
subject to further adjustment after the acquisition closing based Rand's
determination of the net working capital of Lower Lakes and its affiliates as of
January 15, 2006. 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 were not
registered under the Securities Act of 1933, but the series A preferred
stockholders have the right to require the filing of a registration statement
with respect to shares of Rand common stock issuable upon conversion of the
shares of series A convertible preferred stock. The series A preferred
stockholders are prohibited from selling any shares of such common stock under a
registration statement prior to the six month anniversary of the acquisition
closing date or more than one half of all such shares of common stock held by
them as a group prior to the twelve month anniversary of the acquisition closing
date. 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.

      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.

<PAGE>

      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
            seven 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 exists 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.

      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 $500,000 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 $625,000. Such costs could be
dramatically higher in the future depending on the nature of repairs required.

      Rand believes that its current cash on hand 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.

      Rand changed its fiscal year end from December 31 to March 31, effective
March 3, 2006.

<PAGE>

      In July 2006, the FASB issued FASB Interpretation ("FIN") 48, "Accounting
for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109."
This interpretation clarifies the accounting for uncertainty in income taxes
recognized in an entity's financial statements in accordance with SFAS No. 109,
"Accounting for Income Taxes." It prescribes a recognition threshold and
measurement attribute for financial statement recognition and measurement of tax
positions taken or expected to be taken on a tax return. This interpretation
also provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. The Company will be required
to adopt this interpretation in the first quarter of fiscal year 2008 and is
currently evaluating the impact of adopting this interpretation will have on its
consolidated financial statements.

      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, 2006 financial statements for a discussion
of outstanding options and warrants.

ITEM 3. CONTROLS AND PROCEDURES.

      An evaluation of the effectiveness of our disclosure controls and
procedures as of June 30, 2006 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 as of the end of the period covered by this report to ensure that
information required to be disclosed by us in reports that we file or submit
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.

      Since our inception through June 30, 2006, there were no significant
changes in our internal controls over financial reporting that has materially
affected, or is reasonably likely to material affect our internal controls over
financial reporting. The Company's independent registered chartered accounting
firm, Grant Thornton LLP, has notified our audit committee that it has
identified material weaknesses and significant deficiencies in the Company's
internal control systems, as of May 19, 2006, the date of their internal control
review.

      The auditors identified the following material weaknesses in the Company's
internal controls:

      o     the lack of an established audit committee as of March 31, 2006;

      o     the lack of sufficient accounting personnel within its financial
            reporting division; and

      o     three significant deficiencies that cumulatively represent a
            material weakness: 1) a lack of segregation of duties regarding
            incompatible processes and controls; 2) a lack of documented
            accounting policies and procedures; and 3) a lack of documented
            controls.

      The auditors identified the following significant deficiencies in the
Company's internal controls:

      o     the Company does not have any written and tested disaster recovery
            plan in place; and

      o     the Company does not have a process in place to receive, evaluate,
            and retain complaints regarding accounting and financial reporting
            issues.

      The Company established an audit committee on June 16, 2006, to increase
its oversight of the disclosure and reporting processes. The audit committee
continues to evaluate the above matters, as well as possible changes to the
Company's internal controls to address such matters.

<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

      Rand is not involved in any legal proceedings which may have a material
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 material 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. It is expected that
these claims would be covered by insurance if they involve liabilities such as
those which may arise from collision, other marine casualty, damage to cargoes,
oil pollution, death or personal injuries to crew, subject to customary
deductibles. Those claims, however, 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.

      On March 3, 2006, pursuant to the terms of the Preferred Stock Purchase
Agreement, dated September 2, 2005, by and among Rand 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 newly-created
series A convertible preferred stock for an aggregate purchase price of
$15,000,000. The shares of series A convertible preferred stock issued under the
Preferred Stock Purchase Agreement were not registered under the Securities Act
of 1933, as amended, and bear restrictive legends that reflect this status. The
securities were issued in a private placement in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.
Rand did not engage in any general solicitation or advertisement for the
issuance of these securities. These securities were purchased by a total of
eight investors, which are comprised of two groups of affiliated entities. The
investors received copies of the documents related to Rand's acquisition of
Lower Lakes and had access to additional related due diligence materials. In
connection with this issuance, each of the investors represented that (i) it is
an accredited investor as this term is defined in Regulation D under the
Securities Act, (ii) the securities it is acquiring cannot be resold except
pursuant to a effective registration under the Securities Act or in reliance on
an exemption from the registration requirements of the Securities Act, and that
the certificates representing such securities bear a restrictive legend to that
effect and (iii) it intends to acquire the securities for investment only and
not with a view to the resale thereof.

      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%, 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 based on a conversion price of $6.20 per 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.

      On August 1, 2006, pursuant to the terms of the Stock Purchase Agreement,
the Registrant issued to Islandia L.P., Knott Partners L.P., Matterhorn Offshore
Fund Ltd, CommonFund Hedged Equity Company, Shoshone Partners, L.P., Finderne,
LLC (formerly Anno, LP), Good Steward Trading Company SPC, Mulsanne LP, The
Hummingbird Value Fund LP, The Hummingbird Microcap Value Fund LP, Terrier
Partners L.P., Performance Partners L.P., 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. (the "Buyers"), in the aggregate, 2,402,957 shares of common stock, par
value $0.0001, for $5.41 per share or an aggregate purchase price of
approximately $13,000,000. The shares of common stock issued under the Stock
Purchase Agreement were not registered under the Securities Act of 1933, as

<PAGE>

amended, and bear restrictive legends that reflect this status. The securities
were issued in a private placement in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.
The Registrant did not engage in any general solicitation or advertisement for
the issuance of these securities. The investors were given access to information
about the Registrant, the Registrant's subsidiaries and their respective
financial condition, results of operations, business, properties, management,
and prospects sufficient to enable them to evaluate their investments, and the
opportunity to ask questions and obtain additional information necessary to make
an informed investment decision. In connection with this issuance, each of the
investors represented that (i) it is an accredited investor as defined in Rule
501(a) of the Securities Act of 1933, as amended, (ii) the securities it is
acquiring cannot be resold except pursuant to an effective registration under
the Securities Act and applicable state securities laws unless counsel to each
transferring investor advises the Registrant that such transfer may be effected
without registration, and that the certificates representing such securities
bear a restrictive legend to that effect, and (iii) it intends to acquire the
securities for investment only and not with a view to the distribution or resale
thereof.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

      None.

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

      None.

ITEM 5. OTHER INFORMATION.

      None.

<PAGE>

PART II - OTHER INFORMATION

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, LLP, 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          Certificate of Incorporation. (5)
   3.1.1        Amended and Restated Certificate of Incorporation, filed with
                the Secretary of State of the State of Delaware on March 3,
                2006.(7)
   3.1.2        Certificate of Designations, filed with the Secretary of State
                of the State of Delaware on March 3, 2006.(7)
   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)

<PAGE>

   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)
   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
                hereto, General Electric Capital Corporation as a US Lender and
                as Agent for the Secured Parties and the other Lenders signatory
                hereto from time to time, and GE Canada Finance Holding Company,
                as a Canadian Lender and the other Lenders signatory hereto from
                time to time.(7)
   10.19        Employment Agreement, dated March 3, 2006, between Scott
                Bravener and Rand Acquisition Corporation.(7)
   10.20        Employment Agreement, dated March 3, 2006, between James Siddall
                and Rand Acquisition Corporation.(7)
   10.21        Management Bonus Plan, dated March 3, 2006.(7)
   10.22        Time Charter Agreement dated August 1, 2006. (10)
   10.23        Guaranty by Registrant dated August 1, 2006. (10)
   10.24        Guaranty by Rand LL Holdings dated August 1, 2006.(10)
   10.25        Stock Purchase Agreement dated August 1, 2006.(10)
   10.26        Subordinated Note Purchase Agreement dated August 1, 2006. (10)
   10.27        Amendment to Credit Agreement dated August 1, 2006.(10)
   14           Code of Ethics.(6)
   21           Subsidiaries of Rand.(9)
   31.1         Certification of Chief Executive Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.(9)
   31.2         Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.(9)
   32.1         Certification of Chief Executive Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.(9)
   32.2         Certification of Chief Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.(9)
   99.1         Risk Factors(9)

(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.

<PAGE>

(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)   Filed herewith.
(10)  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>

                                   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 14, 2006                               /s/ Laurence S. Levy
      ---------------                               ----------------------------
                                                    Laurence S. Levy
                                                    Chief Executive Officer


Date: August 14, 2006                               /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, LLP, 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          Certificate of Incorporation. (5)
   3.1.1        Amended and Restated Certificate of Incorporation, filed with
                the Secretary of State of the State of Delaware on March 3,
                2006.(7)
   3.1.2        Certificate of Designations, filed with the Secretary of State
                of the State of Delaware on March 3, 2006.(7)
   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)

<PAGE>

   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)
   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
                hereto, General Electric Capital Corporation as a US Lender and
                as Agent for the Secured Parties and the other Lenders signatory
                hereto from time to time, and GE Canada Finance Holding Company,
                as a Canadian Lender and the other Lenders signatory hereto from
                time to time.(7)
   10.19        Employment Agreement, dated March 3, 2006, between Scott
                Bravener and Rand Acquisition Corporation.(7)
   10.20        Employment Agreement, dated March 3, 2006, between James Siddall
                and Rand Acquisition Corporation.(7)
   10.21        Management Bonus Plan, dated March 3, 2006.(7)
   10.22        Time Charter Agreement dated August 1, 2006. (10)
   10.23        Guaranty by Registrant dated August 1, 2006. (10)
   10.24        Guaranty by Rand LL Holdings dated August 1, 2006.(10)
   10.25        Stock Purchase Agreement dated August 1, 2006.(10)
   10.26        Subordinated Note Purchase Agreement dated August 1, 2006. (10)
   10.27        Amendment to Credit Agreement dated August 1, 2006.(10)
   14           Code of Ethics.(6)
   21           Subsidiaries of Rand.(9)
   31.1         Certification of Chief Executive Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.(9)
   31.2         Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.(9)
   32.1         Certification of Chief Executive Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.(9)
   32.2         Certification of Chief Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.(9)
   99.1         Risk Factors(9)

(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.

<PAGE>

(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)   Filed herewith.
(10)  Incorporated by reference to the Registrant's Current Report on Form 8-K,
      filed with the Securities and Exchange Commission on August 2, 2006.