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 December 31, 2007

                                       OR

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

                For the transition period from ______ to _______

                        COMMISSION FILE NUMBER 000-50908

                              RAND LOGISTICS, INC.
        (Exact name of small business issuer as specified in its charter)

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

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

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

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

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

As of February [__], 2008, there were approximately [12,092,142] shares of the
$.0001 Par Value Common Stock outstanding.

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

<PAGE>

PART I

ITEM 1. FINANCIAL STATEMENTS

RAND LOGISTICS, INC.
Consolidated Balance Sheets
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

<TABLE>
<CAPTION>
                                                                                            December 31,       March 31,
                                                                                               2007             2007
ASSETS                                                                                      (unaudited)       (audited)
                                                                                           -----------------------------
<S>                                                                                        <C>              <C>
CURRENT
         Cash and cash equivalents                                                         $      3,150     $      7,207
         Blocked Account (Note 3)                                                                 2,700               --
         Accounts receivable (Note 4)                                                            16,943            2,702
         Prepaid expenses and other current assets (Note 5)                                       3,848            3,122
         Income taxes receivable                                                                    263              263
         Deferred income taxes                                                                    1,238            1,219
------------------------------------------------------------------------------------------------------------------------
                                                                                                 28,142           14,513
Total current assets
BLOCKED ACCOUNT (Note 3)                                                                             --            2,700
PROPERTY AND EQUIPMENT, NET (Note 6)                                                             83,622           66,859
DEFERRED INCOME TAXES                                                                            14,408           13,574
DEFERRED DRYDOCK COSTS, NET (Note 7)                                                              7,412            5,895
INTANGIBLE ASSETS, NET (Note 8)                                                                  16,468           13,334
GOODWILL (Note 8)                                                                                11,711            6,363
------------------------------------------------------------------------------------------------------------------------
                                                                                           $    161,763     $    123,238
Total assets
========================================================================================================================
LIABILITIES
CURRENT
         Bank indebtedness (Note 10)                                                       $      2,823     $      5,097
         Accounts payable                                                                        12,342           11,445
         Accrued liabilities (Note 11)                                                            6,178            3,237
         Acquired Management Bonus Program (Note 21)                                              3,000               --
         Interest rate swap contract (Note 19)                                                      187              135
         Income taxes payable                                                                       338              385
         Deferred income taxes                                                                      969              589
         Current portion of long-term debt  (Note 12)                                            17,994            4,398
------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                        43,831           25,286
LONG-TERM DEBT  (Note 12)                                                                        38,823           34,864
ACQUIRED MANAGEMENT BONUS PROGRAM (Note 21)                                                          --            3,000
DEFERRED INCOME TAXES                                                                            14,397           13,624
------------------------------------------------------------------------------------------------------------------------
                                                                                                 97,051           76,774
 Total liabilities
------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Notes 13 and 14)
STOCKHOLDERS' EQUITY
         Preferred stock, $.0001 par value,                                                      14,900           14,900
         Authorized 1,000,000 shares, Issued and outstanding 300,000 shares
         (Note 15)
         Common stock, $.0001 par value                                                               1                1
         Authorized 50,000,000 shares, Issued and outstanding 12,092,142 shares
         (Note 15)
         Additional paid-in capital                                                              58,232           38,407
         Accumulated deficit                                                                     (9,962)          (5,947)
         Accumulated other comprehensive income (loss)                                            1,625           (1,073)
         Minority interest of variable interest entity (Note 22)                                    (84)             176
------------------------------------------------------------------------------------------------------------------------
                                                                                                 64,712           46,464
 Total stockholders' equity
------------------------------------------------------------------------------------------------------------------------
  Total liabilities and stockholders' equity                                               $    161,763     $    123,238
========================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

RAND LOGISTICS, INC.
Consolidated Statements of Operations
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

<TABLE>
<CAPTION>
                                                             Three months       Three months        Nine months        Nine months
                                                            ended December     ended December     ended December     ended December
                                                               31, 2007           31, 2006           31, 2007           31, 2006
                                                             (unaudited)        (unaudited)        (unaudited)        (unaudited)
                                                            ==============     ==============     ==============     ==============
<S>                                                         <C>                <C>                <C>                <C>
REVENUE                                                     $       35,917     $       26,104     $       90,024     $       75,737
-----------------------------------------------------------------------------------------------------------------------------------

 EXPENSES
        Outside voyage charter fees (Note 16)                        4,034              1,310              8,605              4,935
        Vessel operating expenses                                   26,281             19,819             63,381             52,304
        Repairs and maintenance                                          7                 40                101                 97
        General and administrative                                   2,648              1,955              7,391              4,914
        Depreciation                                                 1,719              1,408              4,882              3,737
        Amortization of drydock costs                                  376                 83              1,149                251
        Amortization of intangibles                                    633                295              1,392              1,001
        Amortization of chartering agreement costs                      16                 54                112                 90
        Write-off of retired vessel to salvage value                 1,687                 --              1,687                 --
        (Gain) loss on foreign exchange                                 11                 88               (208)               178
-----------------------------------------------------------------------------------------------------------------------------------
                                                                    37,412             25,052             88,492             67,507
-----------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE OTHER INCOME AND EXPENSES AND INCOME TAXES            (1,495)             1,052              1,532              8,230
-----------------------------------------------------------------------------------------------------------------------------------

OTHER INCOME AND EXPENSES
Interest expense (Note 17)                                           1,369              1,166              3,486              2,875
Interest income                                                        (53)              (135)              (195)              (223)
Loss on interest rate swap contract                                     35                 --                 43                 --
-----------------------------------------------------------------------------------------------------------------------------------
                                                                     1,351              1,031              3,334              2,652
-----------------------------------------------------------------------------------------------------------------------------------
                                                                    (2,846)                21             (1,802)             5,578
INCOME (LOSS) BEFORE INCOME TAXES
===================================================================================================================================
PROVISION (RECOVERY) FOR INCOME TAXES
Current                                                                 76                (68)                43                (57)
Deferred                                                              (833)              (245)              (462)             1,960
-----------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) BEFORE MINORITY INTEREST                          (2,089)               334             (1,383)             3,675
MINORITY INTEREST (Note 22)                                           (228)              (443)              (259)              (360)
===================================================================================================================================
NET INCOME (LOSS)                                                   (1,861)               777             (1,124)             4,035
===================================================================================================================================
PREFERRED STOCK DIVIDENDS                                              317                295                909                885
===================================================================================================================================
COMMON STOCK DIVIDEND OF VIE                                            --                250                 --                250
STOCK WARRANT INDUCEMENT DISCOUNT (Note 15)                             --                 --              1,982                 --
===================================================================================================================================
NET INCOME  (LOSS) INCOME APPLICABLE TO COMMON              $       (2,178)    $          232     $       (4,015)    $        2,900
STOCKHOLDERS
===================================================================================================================================

Net (loss) earnings per share basic (Note 20)               $        (0.18)    $         0.03     $        (0.36)    $         0.42
Net (loss) earnings per share diluted                       $        (0.18)    $         0.03     $        (0.36)    $         0.35
Weighted average shares basic                                   12,092,142          8,003,754         11,109,942          6,937,185
Weighted average shares diluted                                 12,092,142         12,466,881         11,109,942         10,830,400
</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

RAND LOGISTICS, INC.
Consolidated Statements of Stockholders' Equity and
Other Comprehensive Income (Loss)
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

<TABLE>
<CAPTION>
                                                                                                                         Additional
                                                              Common Stock                  Preferred Stock               Paid-In
                                                       Shares           Amount          Shares           Amount           Capital
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>                   <C>        <C>              <C>
Balances, March 31, 2006                                5,600,000    $           1         300,000    $      14,900    $      24,629
       Net loss                                                --               --              --               --               --
       Minority Interest                                       --               --              --               --               --
       Preferred dividend                                      --               --              --               --               --
       Common stock dividend                                   --               --              --               --               --
       Warrant  conversion (Note 15 (a))                    3,820               --              --               --               19
       Shares issued, net of issuance
       cost of $50 (Note 15)                            2,402,957               --              --               --           12,950
       Restricted stock issued (Note 15)                  120,400               --              --               --              809
       Translation adjustment                                  --               --              --               --               --
       Comprehensive loss                                      --               --              --               --               --
------------------------------------------------------------------------------------------------------------------------------------
Balances, March 31, 2007                                8,127,177    $           1         300,000    $      14,900    $      38,407
====================================================================================================================================
       Net income                                              --               --              --               --               --
       Minority Interest                                       --               --              --               --               --
       Preferred dividend                                      --               --              --               --               --
       Warrant  conversion, net of stock warrant
        inducement discount (Note 15 (b))               1,914,201               --              --               --            9,571
       Translation adjustment                                  --               --              --               --               --
       Comprehensive income                                    --               --              --               --               --
------------------------------------------------------------------------------------------------------------------------------------
Balances, June 30, 2007                                10,041,378    $           1         300,000    $      14,900    $      47,978
====================================================================================================================================
       Net income                                              --               --              --               --               --
       Minority Interest                                       --               --              --               --               --
       Preferred dividend                                      --               --              --               --               --
       Warrant  conversion, net of stock warrant
       inducement discount (Note 15 (b))                2,050,764               --              --               --           10,254
       Translation adjustment                                  --               --              --               --               --
       Comprehensive income                                    --               --              --               --               --
------------------------------------------------------------------------------------------------------------------------------------
Balances, September 30, 2007                           12,092,142    $           1         300,000    $      14,900    $      58,232
       Net loss                                                --               --              --               --               --
       Minority Interest                                       --               --              --               --               --
       Preferred dividend                                      --               --              --               --               --
       Translation adjustment                                  --               --              --               --               --
       Comprehensive loss                                      --               --              --               --               --

Balances, December 31, 2007                            12,092,142    $           1         300,000    $      14,900    $      58,232
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                      Accumulated        Minority            Other            Total
                                                       Surplus          Interest        Comprehensive     Stockholders'
                                                      (Deficit)           VIE           Income (Loss)        Equity
-----------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>               <C>               <C>
Balances, March 31, 2006                            $      (1,426)    $          --     $      (1,347)    $      36,757
       Net loss                                            (3,313)               --                --            (3,313)
       Minority Interest                                      224               176                --               400
       Preferred dividend                                  (1,182)               --                --            (1,182)
       Common stock dividend                                 (250)               --                --              (250)
       Warrant  conversion (Note 15 (a))                       --                --                --                19
       Shares issued, net of issuance
       cost of $50 (Note 15)                                   --                --                --            12,950
       Restricted stock issued (Note 15)                       --                --                --               809
       Translation adjustment                                  --                --               274               274
       Comprehensive loss                                      --                --                --            (3,039)
-----------------------------------------------------------------------------------------------------------------------
Balances, March 31, 2007                            $      (5,947)    $         176     $      (1,073)    $      46,464
=======================================================================================================================
       Net income                                             420                --                --               420
       Minority Interest                                     (321)              321                --                --
       Preferred dividend                                    (296)               --                --              (296)
       Warrant  conversion, net of stock warrant
        inducement discount (Note 15 (b))                    (957)               --                --             8,614
       Translation adjustment                                  --                --             1,649             1,649
       Comprehensive income                                    --                --                --             2,069
-----------------------------------------------------------------------------------------------------------------------
Balances, June 30, 2007                             $      (7,101)    $         497     $         576     $      56,851
=======================================================================================================================
       Net income                                             285                --                --               285
       Minority Interest                                      353              (353)               --                --
       Preferred dividend                                    (296)               --                --              (296)
       Warrant  conversion, net of stock warrant
       inducement discount (Note 15 (b))                   (1,025)               --                --             9,229
       Translation adjustment                                  --                --             1,311             1,311
       Comprehensive income                                    --                --                --             1,596
-----------------------------------------------------------------------------------------------------------------------
Balances, September 30, 2007                        $      (7,784)    $         144     $       1,887     $      67,380
       Net loss                                            (2,089)               --                --            (2,089)
       Minority Interest                                      228              (228)               --                --
       Preferred dividend                                    (317)               --                --              (317)
       Translation adjustment                                  --                --              (262)             (262)
       Comprehensive loss                                      --                --                --            (2,351)

Balances, December 31, 2007                         $      (9,962)    $         (84)    $       1,625     $      64,712
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                     Nine months           Nine months
                                                                                        ended                 ended
                                                                                   December 31, 2007     December 31, 2006
                                                                                      (unaudited)           (unaudited)
                                                                                   -----------------     -----------------
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net income (loss)                                                           $          (1,383)    $           3,675
       Adjustments to reconcile net income (loss) to net cash used
                  by operating activities
                       Depreciation and amortization of drydock costs                          6,031                 3,987
                       Amortization of intangibles and deferred financing costs                1,805                 1,329
                       Deferred income taxes                                                     299                 1,896
                       Loss on interest rate swap                                                 43                    --
                       Equity compensation                                                       271                    --
                       Write-off of retired vessel to salvage value                            1,687                    --
                  Changes in non cash operating working capital:
                       Accounts receivable                                                   (14,241)              (11,658)
                       Prepaid expenses and other current assets                                (642)                 (246)
                       Accounts payable and accrued liabilities                                2,687                   633
                       Income taxes payable                                                      (48)                 (258)
--------------------------------------------------------------------------------------------------------------------------
                                                                                              (3,491)                 (642)
--------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of property and equipment                                                     (2,028)              (19,761)
       Acquisition of business                                                               (24,520)                   --
       Blocked account                                                                            --                (2,700)
       Deferred drydock costs                                                                 (2,232)                   --
       Deferred acquisition costs                                                                 --                (1,067)
--------------------------------------------------------------------------------------------------------------------------
                                                                                             (28,780)              (23,528)
--------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from exercise of warrants (Note 15 (b))                                         17,843                    19
     Proceeds from sale of shares of common stock                                                 --                13,000
     Stock issuance costs                                                                         --                   (50)
     Proceeds from long-term debt                                                             17,117                14,500
     Proceeds from issuance of subordinated debt                                                  --                 2,200
     Long-term debt repayment                                                                 (3,523)               (1,137)
     Debt financing costs                                                                       (330)
     Capital lease repayment                                                                      --                   (31)
     Proceeds from bank indebtedness                                                           3,885                12,167
     Repayment of bank indebtedness                                                           (6,181)               (8,555)
     Dividend paid                                                                                --                  (685)
--------------------------------------------------------------------------------------------------------------------------
                                                                                              28,811                31,428
--------------------------------------------------------------------------------------------------------------------------
EFFECT OF FOREIGN EXCHANGE RATES ON CASH                                                        (597)                 (465)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                          (4,057)                6,793
==========================================================================================================================
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                 7,207                 2,574
--------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF  PERIOD                                          $           3,150     $           9,367
==========================================================================================================================
SUPPLEMENTAL CASH FLOW DISCLOSURE
     Payments for interest                                                         $           2,864     $           2,324
     Payment of income taxes                                                       $             132     $             162
</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

1.    SIGNIFICANT ACCOUNTING POLICIES

      Basis of presentation and consolidation

      The consolidated financial statements for the periods ended at December
      31, 2007 and December 31, 2006 are unaudited. The consolidated financial
      statements are prepared in accordance with accounting principles generally
      accepted in the United States of America and include the accounts of Rand
      Finance Corp. and Rand LL Holdings Corp., 100% subsidiaries of the
      Company, and the accounts of Lower Lakes Towing Ltd., Lower Lakes
      Transportation Company Limited and Grand River Navigation Company, Inc.,
      each of which is a 100% subsidiary of Rand LL Holdings Corp. and Wisconsin
      & Michigan Steamship Company ("WMS"), a variable interest entity as
      discussed in Note 22. On February 28, 2007, Port Dover Steamship Company
      Limited, a 100% wholly owned subsidiary of Lower Lakes Towing Ltd. was
      amalgamated under Canadian law with Lower Lakes Towing Ltd. and the newly
      amalgamated Lower Lakes Towing Ltd. is a 100% subsidiary of Rand LL
      Holdings Corp.

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

      Cash and cash equivalents

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

      Accounts receivable and concentration of credit risk

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

      Revenue recognition

      The Company generates revenues from freight billings under contracts of
      affreightment (voyage charters) generally 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, when the
      following conditions are met: the Company has a signed contract of
      affreightment, the contract price is fixed or determinable and collection
      is reasonably assured. Included in freight billings are other fees such as
      fuel surcharges and other freight surcharges, which represent pass-through
      charges to customers for toll fees, lockage fees and ice breaking fees
      paid to other parties. Fuel surcharges are recognized ratably over the
      voyage, while freight surcharges are recognized when the associated costs
      are incurred. Freight surcharges are insignificant and amount to less than
      1% of total revenues for the periods presented.

      The Company subcontracts excess customer demand to other freight
      providers. Service to customers under such arrangements is transparent to
      the customer and no additional services are being provided to customers.
      Consequently, revenues recognized for customers serviced by freight
      subcontractors are recognized on the same basis as described above. In
      addition, revenues are presented on a gross basis in accordance with the
      guidance in EITF 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.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

1.    SIGNIFICANT ACCOUNTING POLICIES (continued)

      Fuel and lubricant inventories

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

      Intangible assets and goodwill

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

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

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

      Property and equipment

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

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

      Deferred charges

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

      Repairs and maintenance

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

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

1.    SIGNIFICANT ACCOUNTING POLICIES (continued)

      Impairment of long-lived assets

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

      Presentation of Taxes Collected from Customers (Gross Versus Net)

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

      Income taxes

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

      Accounting for uncertainty in income taxes

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

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

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

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

1.    SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

      Foreign currency translation

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

      Advertising costs

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

      Estimates and measurement uncertainty

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

      Stock-based compensation

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

      Variable interest entities

      Effective for the second fiscal quarter ended September 30, 2006, the
      Company implemented FASB Interpretation ("FIN") 46R, which requires that
      the Company consolidate certain entities on the basis other than through
      ownership of a voting interest of the entity (see Note 22). Two VIE's have
      been identified and one has been consolidated in accordance with FIN 46R.
      Though the Voyageur group of companies (see Note 9) is a variable interest
      entity for Rand, it does not meet criteria for consolidation and hence is
      not consolidated.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

2.    RECENTLY ISSUED PRONOUNCEMENTS

      Fair value measurement

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

      Fair value option for financial assets and financial liabilities

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

      Non-controlling interests in consolidated financial statements

      On December 4, 2007, the FASB issued FASB Statement No. 160,
      "Non-controlling Interests in Consolidated Financial Statements, an
      amendment of ARB No. 151. FAS 160 applies to all fiscal years beginning on
      or after December 15, 2008. The Company will be required to adopt this
      standard for the fiscal year March 31, 2010 and is presently evaluating
      the impact of adopting this standard on its consolidated financial
      statements.

      Business Combinations

      On December 4, 2007, the FASB also issued FASB Statement No. 141(R),
      "Business Combinations". This statement also applies to fiscal years
      beginning on or after December 15, 2008. The Company will be required to
      adopt this standard for the fiscal year March 31, 2010. The Company is
      presently evaluating the impact of adopting this standard on its
      consolidated financial statements.

3.    BLOCKED ACCOUNT SECURITY AGREEMENT

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

4.    ACCOUNTS RECEIVABLE

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

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

5.    PREPAID EXPENSES AND OTHER CURRENT ASSETS

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

<TABLE>
<CAPTION>
                                                                 December 31, 2007     March 31, 2007
                                                                    (unaudited)          (audited)
                                                                 -----------------    -----------------
<S>                                                              <C>                  <C>
      Prepaid insurance                                          $             272    $             207
      Fuel and lubricants                                                    2,151                1,364
      Deposits and other prepaid                                             1,425                1,551
      -------------------------------------------------------------------------------------------------
                                                                 $           3,848    $           3,122
      =================================================================================================
</TABLE>

6.    PROPERTY AND EQUIPMENT

      Property and equipment are comprised of the following:

<TABLE>
<CAPTION>
                                                                 December 31, 2007     March 31, 2007
                                                                    (unaudited)          (audited)
                                                                 -----------------    -----------------
<S>                                                              <C>                  <C>
      Cost
        Vessels                                                  $          90,856    $          70,543
        Leasehold improvements                                               1,440                1,397
        Furniture and equipment                                                235                  116
        Computer equipment and purchased software                              457                  229
      -------------------------------------------------------------------------------------------------
                                                                 $          92,988    $          72,285
      =================================================================================================
      Accumulated depreciation
        Vessels                                                  $           8,962    $           5,204
        Leasehold improvements                                                 216                  125
        Furniture and equipment                                                 36                   24
        Computer equipment and purchased software                              152                   73
      -------------------------------------------------------------------------------------------------
                                                                             9,366                5,426
      -------------------------------------------------------------------------------------------------
                                                                 $          83,622    $          66,859
      =================================================================================================
</TABLE>

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

7.    DEFERRED DRYDOCK COSTS

      Deferred drydock costs are comprised of the following:

<TABLE>
<CAPTION>
                                                                 December 31, 2007     March 31, 2007
                                                                    (unaudited)          (audited)
                                                                 -----------------    -----------------
<S>                                                              <C>                  <C>
      Drydock expenditures                                       $           9,696    $           6,279
      Accumulated amortization                                               2,284                  384
                                                                 --------------------------------------
                                                                 $           7,412    $           5,895
      =================================================================================================
</TABLE>

8.    INTANGIBLE ASSETS AND GOODWILL

      Intangibles are comprised of the following:

<TABLE>
<CAPTION>
                                                                 December 31, 2007     March 31, 2007
                                                                    (unaudited)          (audited)
                                                                 -----------------    -----------------
<S>                                                              <C>                  <C>
        Intangible assets
         Deferred financing costs                                $           1,599    $           1,172
         Trademarks, trade names                                             1,028                  922
         Non-competition agreements                                          2,356                2,114
         Customer relationships and contracts                               14,801               10,563
         Chartering agreement costs                                            481                  481
      -------------------------------------------------------------------------------------------------
         Total Identifiable Intangibles                          $          20,265    $          15,252
      -------------------------------------------------------------------------------------------------
      Accumulated amortization
         Deferred financing costs                                $             587    $             270
         Trademarks, trade names                                               188                   99
         Non-competition agreements                                          1,195                  632
         Customer relationships and contracts                                1,571                  773
         Chartering agreement costs                                            256                  144
      -------------------------------------------------------------------------------------------------
                                                                             3,797                1,918
      -------------------------------------------------------------------------------------------------
      Total intangible assets                                    $          16,468    $          13,334
      =================================================================================================
      Goodwill                                                   $          11,711    $           6,363
      =================================================================================================
</TABLE>

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

             2008                                  $             2,613
             2009                                                2,015
             2010                                                1,347
             2011                                                1,321
             2012                                                1,321
      ----------------------------------------------------------------
                                                   $             8,617
      ================================================================

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

9.    ACQUISITION

      On August 27, 2007, Lower Lakes entered into and consummated the
      transactions under a Memorandum of Agreement with Voyageur Marine
      Transport Limited ("Voyageur") and Voyageur Pioneer Marine Inc.
      (collectively, the "Sellers") pursuant to which Lower Lakes purchased the
      assets of the bulk freight shipping business related to the VOYAGEUR
      INDEPENDENT and the VOYAGEUR PIONEER (collectively, the "Vessels") from
      the Sellers for an aggregate purchase price of CDN $25,000 plus certain
      adjustments. The acquisition was partially financed under the Fifth
      Amendment to the Credit Agreement t 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. Pursuant to the
      Fifth Amendment, among other things, (i) the outstanding balance of the
      Canadian term loan facility has been increased by CDN $18,000 to CDN
      $36,868. The estimated purchase price allocation to the fair values of
      assets and liabilities acquired is as follows:

                                                        CDN $            US $
            --------------------------------------------------------------------
            Purchase price                                25,774          24,520
            --------------------------------------------------------------------
            Current assets                                   374             356
            Property and equipment                        16,576          15,762
            Goodwill                                       5,624           5,348
            Other identifiable intangible assets           3,200           3,054
                                                    ----------------------------
                                                          25,774          24,520
                                                    ----------------------------

      The Company's estimate of allocation between goodwill and other
      identifiable intangible assets is being evaluated by a third party and is
      not final.

      Certain customer's contracts were also assigned to the Company under
      Contract of Assignment.

      In addition, on August 27, 2007, Lower Lakes entered into a Crew Manning
      Agreement with Voyageur pursuant to which Voyageur agreed to staff the
      Vessels with qualified crew members in accordance with sound crew
      management practices. Under the Crew Manning Agreement, Voyageur is
      responsible for selecting and training the Vessels' crews, payroll, tax
      and pension administration, union negotiations and disputes and ensuring
      compliance with applicable requirements of Canadian maritime law. Under
      the Crew Manning Agreement, Lower Lakes is obligated to pay Voyageur an
      annual fee of $175 and pay or reimburse Voyageur for its reasonable crew
      payroll expenses.

      Also on August 27, 2007, Lower Lakes entered into a Contract of
      Affreightment ("COA") with Voyageur and Voyageur Maritime Trading Inc
      ("VMT") pursuant to which Voyageur and VMT made a Canadian flagged vessel
      owned by VMT, the MARITIME TRADER (the "Trader"), available exclusively to
      Lower Lakes for its use in providing transportation and storage services
      for its customers.

      In connection with the COA, on August 27, 2007, Lower Lakes entered into
      an Option Agreement (the "Option Agreement") with VMT pursuant to which
      Lower Lakes obtained the option to acquire the Trader for CDN $5,000
      subject to certain adjustments. The option is exercisable between January
      1, 2012 and December 31, 2017, subject to certain early exercise
      provisions. If, at any time prior to expiration of the option, VMT
      receives a bona fide offer from a third party to purchase the Trader which
      VMT wishes to accept, Lower Lakes shall have the right to acquire the
      Trader at the option price.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

10.   BANK INDEBTEDNESS

      At December 31, 2007, the Company had authorized operating lines of credit
      in the amounts of CDN $3,000 and US $ 6,500 (March 31, 2007 - CDN $3,000
      and US $6,500) with its senior lender, and was utilizing $2,823 at
      December 31, 2007 ($5,097 at March 31, 2007), and maintained letters of
      credit of CDN $1,325. The line of credit bears interest at Canadian Prime
      Rate plus 1.5% or Canadian 30 day BA rate plus 2.5% on Canadian dollar
      borrowings and U.S. Base rate plus 1.5% or LIBOR plus 2.5% on U.S. Dollar
      borrowings and is secured under the same terms and has the same financial
      covenants as described in Note 12. The effective interest rates on the
      operating lines of credit at December 31, 2007 were 7.16% on the Canadian
      line of credit and 7.725% on the U.S. operating line of credit.

11.   ACCRUED LIABILITIES

      Accrued liabilities are comprised of the following:

                                           December 31,             March 31,
                                               2007                   2007
                                           (unaudited)             (audited)
                                        ------------------     -----------------
          Payroll                       $           3,253    $             2,097
          Preferred stock dividends                 1,206                    296
          Professional fees                           897                    689
          Interest                                    285                     99
          Other                                       537                     56
                                        ----------------------------------------
                                        $           6,178    $             3,237
        ========================================================================

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

12.   LONG-TERM DEBT

      On March 3, 2006, Lower Lakes Towing Ltd., Lower Lakes Transportation and
      Grand River as borrowers, entered into the Credit Agreement which provides
      for a senior credit facility with General Electric Capital Corporation and
      a Canadian affiliate, as agent and as a lender. On August 1, 2006, Lower
      Lakes Towing Ltd., Lower Lakes Transportation Company, Grand River
      Navigation Company, Inc., Rand LL Holdings, each subsidiaries of Rand
      entered into a First Amendment to the Credit Agreement, dated March 3,
      2006, with General Electric Capital Corporation, as Agent and a lender,
      and GE Canada Finance Holding Company, as a lender, and certain of each
      such party's affiliates (the "Credit Agreement"). The Amendment increased
      the maximum available under the operating lines of credit described in
      Note 10. On February 28, 2007 the parties to the Credit Agreement entered
      into a Second Amendment of the Credit Agreement to permit the amalgamation
      of two Canadian subsidiaries. On March 23, 2007, a Third Amendment,
      permitting the acquisition of one of the vessels, Manistee, was made to
      the Credit Agreement. On June 27, 2007, each of the parties to the Credit
      Agreement entered into a Fourth Amendment. The Fourth Amendment permitted
      all Fiscal 2007 capital expenditures, and allowed certain time charter
      expenses to be excluded from EBITDA, in the financial covenant
      calculations within the Credit Agreement.

      The senior credit facility, as amended, provides the operating line of
      credit described in Note 10, (a) a Canadian dollar denominated term loan
      facility under which Lower Lakes borrowed CDN $21,200, and (b) a US dollar
      denominated term loan facility under which Grand River borrowed US $6,200.
      Rand is neither a party to the Credit Agreement nor a guarantor of any
      obligations under the Credit Agreement.

      On August 27, 2007, Lower Lakes, Lower Lakes Transportation Company, Grand
      River Navigation Company, Inc. and Rand LL Holdings Corp. entered into a
      Fifth Amendment to the Credit Agreement, dated March 3, 2006, pursuant to
      the Amendment, among other things, (i) the outstanding balance of the
      Canadian term loan facility has been increased by CDN $18,000 to CDN
      $36,868 (ii) the quarterly principal installment payments applicable to
      the Canadian term loan borrowings have been increased by CDN $540 to CDN
      $1,176 per quarter effective June 2008, (iii) the "Commitment Termination
      Date" (as defined therein) was extended by one year to March 3, 2012, (iv)
      the quarterly principal installment payments applicable to the US term
      loan borrowings have been extended at their current rate through December,
      2011 and (v) the borrowers under the Credit Agreement amended certain
      financial covenants.

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

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

      The senior credit facility contains certain covenants, including those
      limiting borrowers' and their subsidiaries' ability to incur indebtedness,
      incur liens, sell or acquire assets or businesses, change the nature of
      its business, engage in transactions with related parties, make certain
      investments or pay dividends. In addition, the senior credit facility
      requires the borrowers to maintain certain financial ratios. Failure of
      the borrowers to comply with any of these covenants or

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

12.   LONG-TERM DEBT (continued)

      financial ratios could result in the loans under the senior credit
      facility being accelerated. As of December 31, 2007, the Company was in
      breach of certain financial covenants contained in the senior credit
      facility. As a result of the new financing obtained subsequent to period
      end and discussed in detail in Note 23, the covenant breaches that existed
      were effectively rectified.

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

      The effective interest rates on the term loans at December 31, 2007 were
      7.16% on the Canadian term loan and 7.725% on the U.S. term loan.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

12.   LONG-TERM DEBT (continued)

<TABLE>
<CAPTION>
                                                                                       December 31, 2007         March 31, 2007
                                                                                          (unaudited)              (audited)
                                                                                       -----------------        -----------------
<S>                                                                                    <C>                      <C>
     a)     Term  loan  bearing  interest  at  Canadian  Prime  rate  plus  1.5% or
            Canadian  BA  rate  plus  2.5% at the  Company's  option.  The  loan is
            repayable  over a five  year term  until  December  2011  with  current
            quarterly  payments of CDN $636 until March 2008 and $1,176  thereafter
            until  December  2011, and the balance due March 2012. The term loan is
            collateralized by the assets of Lower Lakes Towing Ltd.                    $          35,909        $          16,892

     b)     Term loan bearing  interest at U.S.  Base rate plus 1.5% or U.S.  LIBOR
            rate plus 2.5% at the Company's  option.  The loan is repayable  over a
            five year term until December 2011 with current  quarterly  payments of
            US $186 until  December  2011, and the balance due March 2012. The term
            loan is collateralized by assets of Grand River.                                       5,322                    5,880

     c)     VIE's  subordinated  note  bearing  Payment in Kind (PIK)  interest  at
            10%.  No  principal  payments  until July 31,  2009,  at which time the
            entire  balance  of the  note  and PIK  interest  is due.  The  note is
            unsecured.                                                                             2,536                    2,352

     d)     VIE's  senior note  bearing  interest  at a rate of 9.06%.  The note is
            repayable  in  quarterly  payments  of  $362  and  the  balance  is due
            December 31, 2008.  The note is  collateralized  by a mortgage on three
            time-chartered  vessels and lien on all Wisconsin & Michigan  Steamship
            Company assets.                                                                       13,050                   14,138
     ----------------------------------------------------------------------------------------------------------------------------
                                                                                       $          56,817  $                39,262
            Less amounts due within 12 months                                                     17,994                    4,398
     ----------------------------------------------------------------------------------------------------------------------------
                                                                                       $          38,823  $                34,864
     ============================================================================================================================
</TABLE>

      Principal payments are due as follows:

                   2008                                     $     17,994
                   2009                                            8,025
                   2010                                            5,490
                   2011                                            5,490
                   2012                                           19,818
              ----------------------------------------------------------
                                                            $     56,817
              ==========================================================

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

13.   COMMITMENTS

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

                    2008                                    $      675
                    2009                                           675
                    2010                                           675
                    2011                                           675
                    2012                                           675
              Thereafter                                         3,375
              ========================================================
                                                           $     6,750
              ========================================================

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

      The Company entered into purchase commitments with several vendors in
      order to repower the Saginaw vessel. The commitment is approximately
      $12,800. The repowered engine will be completed for the fiscal 2009
      sailing season.

14.   CONTINGENCIES

      Rand is not involved in any legal proceedings which may have a significant
      effect on its business, financial position, results of operations or
      liquidity, nor are we aware of any proceedings that are pending or
      threatened which may have a significant effect on our business, financial
      position, results of operations or liquidity. From time to time, Lower
      Lakes may be subject to legal proceedings and claims in the ordinary
      course of business, involving principally commercial charter party
      disputes. It is expected that these claims would be covered by insurance
      if they involve liabilities such as arise from collision, other marine
      casualty, damage to cargoes, oil pollution, death or personal injuries to
      crew, subject to customary deductibles. Those claims, even if lacking
      merit, could result in the expenditure of significant financial and
      managerial resources. Most of these claims are for insignificant amounts.
      Given Management's assessment that losses were probable and reasonably
      estimable, and based on advice from the Company's outside counsel, a
      provision of $200 as of December 31, 2007 and $250 as of March 31, 2007
      has been recorded for various claims. Management does not anticipate
      material variations in actual losses from the amounts accrued related to
      these claims.

      On August 27, 2007, in connection with the COA and Option Agreement (see
      Note 9), Lower Lakes entered into a Guarantee (the "Guarantee") with GE
      Canada, pursuant to which Lower Lakes agreed to guarantee up to CDN $1,250
      (the "Guaranteed Obligations") of Voyageur's indebtedness to GE Canada.
      Lower Lakes' maximum future payments under the Guarantee are limited to
      the Guaranteed Obligations plus the costs and expenses GE Canada incurs
      while enforcing its rights under the Guarantee. Lower Lakes' obligations
      under the Guarantee shall become due should Voyageur fail to meet certain
      financial covenants under the terms of its loan from GE Canada or if
      Voyageur breaches certain of its obligations under the COA. Lower Lakes
      has several options available to it in the event that GE Canada intends to
      draw under the Guarantee, including (i) the right to exercise its option
      for the Trader under the Option Agreement and (ii) the right to make a
      subordinated secured loan to Voyageur in an amount at least equal to the
      amount intended to be drawn by GE Canada on terms as are reasonably
      satisfactory to GE Canada and Voyageur.

      In the event GE Canada makes a demand against Lower Lakes pursuant to the
      terms of the Guarantee, through a Letter of Credit Agreement, dated August
      27, 2007, an affiliate of Voyageur has agreed to contribute half of any
      amounts drawn under the Guarantee through a CDN $625 letter of credit
      provided to Lower Lakes.

      In addition, Lower Lakes has guaranteed Voyageur's account with The St.
      Lawrence Seaway Management Corporation, up to CDN $120, which is offset by
      a set-off agreement under the Contract of Affreightment.

      The Company has determined that there is no carrying amount of the
      liability, for the guarantor's obligations under the guarantees under FIN
      45.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

15.   STOCKHOLDERS' EQUITY

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

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

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

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

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

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

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

      On May 4, 2007, the Company reduced the exercise price of its outstanding,
      publicly traded warrants to $4.50 (from the $5.00 exercise price provided
      by the original terms of the warrants) until July 13, 2007 (the extended
      "Expiration Time"). Any and all warrants properly exercised in accordance
      with the terms of the warrants prior to the Expiration Time were accepted
      by the Company at the reduced exercise price, and one share of registered
      common stock per warrant was issued to the exercising warrant holder.
      After the Expiration Time, the $5.00 exercise price included in the
      original terms of the warrants was reinstituted. Except for the reduced
      exercise price of the warrants prior to the Expiration Time, the terms of
      the warrants remain unchanged. The reduced exercise price applied to all
      of the Company's currently outstanding publicly traded warrants, including
      those warrants still included as part of the units issued in the Company's
      initial public offering. Each officer, director, employee and consultant
      of the Company has agreed not to exercise their warrants prior to the
      Expiration Time. As of December 31, 2007, 2,460,965 warrants had been
      exercised, pursuant to the program, generating

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

15.   STOCKHOLDERS' EQUITY (continued)

      proceeds of $11,075 net of stock warrant inducement discount.

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

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

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

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

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

      The shares of series A convertible preferred stock: rank senior to the
      Company's common stock with respect to liquidation and dividends; are
      entitled to receive a cash dividend at the annual rate of 7.75% (based on
      the $50 per share issue price), payable quarterly (subject to increases of
      0.5% for each six month period in respect of which the dividend is not
      timely paid, up to a maximum of 12%, subject to reversion to 7.75% upon
      payment of all accrued and unpaid dividends); are convertible into shares
      of the Company's common stock at any time at the option of the series A
      preferred stockholder at a conversion price of $6.20 per share (based on
      the $50 per share issue price and subject to adjustment) or 8.065 shares
      of common stock for each Series A Preferred Share (subject to adjustment);
      are convertible into shares of the Company's common stock (based on a
      conversion price of $6.20 per share, subject to adjustment) at the option
      of the Company if, after the third anniversary of the acquisition, the
      trading price of the Company's common stock for 20 trading days within any
      30 trading day period equals or exceeds $8.50 per share (subject to
      adjustment); may be redeemed by the Company in connection with certain
      change of control or acquisition transactions; will vote on an
      as-converted basis with the Company's common stock; and have a separate
      vote over certain material transactions or changes involving the Company.
      The accrued dividend payable at December 31, 2007 was $ 1,206 and at March
      31, 2007 was $296.

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

      (b) Through December 31, 2007 3,964,965 warrants were converted to shares
      at a rate of $4.50 per warrant for total gross proceeds of $17,843 net of
      stock warrant inducement discount. During the previous year 3,820 warrants
      were converted to shares at a rate of $5.00 per warrant for total gross
      proceeds of $19.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

15.   STOCKHOLDERS' EQUITY (continued)

      (c) On January 17, 2007, the Company awarded 215,000 shares of its common
      stock, par value $.0001 per share, to two key executives. The shares of
      common stock awarded (the "Restricted Shares") were not registered under
      the Securities Act of 1933 and constitute "restricted securities" within
      the meaning of the Act. The Restricted Shares were awarded pursuant to
      Restricted Share Award Agreements (the "Award Agreements"), dated January
      17, 2007. The shares were valued at the closing price on January 17, 2007
      of $6.72 per share. The Company has recorded expense of $993 through
      December 31, 2007, including $271 in the nine month period ending December
      31, 2007. Pursuant to the Award Agreements: 44% of the Restricted Shares
      vested on the date of the award; 6% of the Restricted Shares vested on
      March 31, 2007; 25% of the Restricted Shares will vest on March 31, 2008;
      and 25% of the Restricted Shares will vest on March 31, 2009. However, in
      order to facilitate the Company's federal and state tax withholding
      obligations in respect of the Restricted Stock awards, the Restricted
      Shares which vested on the date of the award were withheld by the Company
      which paid the withholding taxes, resulting in 120,400 shares actually
      issued.

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

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

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

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

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

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

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

15.   STOCKHOLDERS' EQUITY (continued)

      The following continuity schedule summarizes outstanding share purchase
      warrants:

<TABLE>
<CAPTION>
                                                                                          Cumulative proceeds
                                                                                             from exercise of
                                         Outstanding warrants          Exercise Price                warrants
                                         --------------------------------------------------------------------
<S>                                                <C>                     <C>                     <C>
           Balance March 31, 2006                   9,200,000
             Issued                                        --
             Exercised                                 (3,820)             $     5.00                      19
           --------------------------------------------------------------------------------------------------
           Balance March 31, 2007                   9,196,180                                      $       19
           ==================================================================================================
             Issued                                        --
             Exercised                             (1,914,201)             $     4.50                   8,614
           --------------------------------------------------------------------------------------------------
           Balance June 30, 2007                    7,281,979                                      $    8,633
           ==================================================================================================
             Issued                                        --
             Exercised                             (2,050,764)             $     4.50                   9,228
           --------------------------------------------------------------------------------------------------
           Balance September 30, 2007               5,231,215                                      $   17,861
           ==================================================================================================
             Issued                                        --                                              --
             Exercised                                     --                                              --
           --------------------------------------------------------------------------------------------------
           Balance December 31, 2007                5,231,215                                      $   17,861
           ==================================================================================================
</TABLE>

      Exercise price of $4.50 is net of $0.50 stock warrant inducement discount
      per stock warrant. The total stock warrant inducement discount was $Nil
      for the three months ended December 31, 2007 ($Nil for three months ended
      December 31, 2006).

16.   OUTSIDE VOYAGE CHARTER FEES

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

17.   INTEREST EXPENSE

      Interest expense is comprised of the following:

<TABLE>
<CAPTION>
                                              Three months ended   Three months ended    Nine months ended      Nine months ended
                                               December 31, 2007   December 31, 2006     December 31, 2007      December 31, 2006
                                                  (unaudited)         (unaudited)           (unaudited)            (unaudited)
                                              -----------------------------------------------------------------------------------
<S>                                                      <C>                  <C>                  <C>                    <C>
      Bank indebtedness                                  $   108              $   118              $   266                $   318
      Amortization of deferred finance costs                 112                  142                  300                    238
      Long-term debt - senior                              1,086                  743                2,736                  1,910
      Long-term debt - subordinated                           63                   57                  184                     95
      Long-term debt - capital lease                          --                  106                   --                    314
      ---------------------------------------------------------------------------------------------------------------------------
                                                         $ 1,369              $ 1,166              $ 3,486                $ 2,875
      ===========================================================================================================================
</TABLE>

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

18.   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:

<TABLE>
<CAPTION>
                                       Three months      Three months       Nine months       Nine months
                                          ended              ended            ended              ended
                                       December 31,      December 31,      December 31,      December 31,
                                          2007               2006             2007               2006
                                        (unaudited)       (unaudited)       (unaudited)       (unaudited)
                                      -------------------------------------------------------------------
<S>                                   <C>               <C>               <C>               <C>
      Revenues by country
        Canada                        $      20,907     $      10,937     $      50,865     $      37,562
        United States                        15,010            15,167            39,159            38,175
      ---------------------------------------------------------------------------------------------------
                                      $      35,917     $      26,104     $      90,024     $      75,737
      ===================================================================================================

      Net income (loss) by country
        Canada                        $         545     $        (391)    $       3,513     $       2,603
        United States                        (2,723)              623            (7,528)              297
      ---------------------------------------------------------------------------------------------------
                                      $      (2,178)    $         232     $      (4,015)    $       2,900
      ===================================================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                              December 31, 2007       March 31, 2007
                                                 (unaudited)            (audited)
                                             -------------------    ------------------
<S>                                          <C>                    <C>
      Property and equipment by country
        Canada                               $           51,757     $           30,612
        United States                                    31,865                 36,247
      --------------------------------------------------------------------------------
                                             $           83,622     $           66,859
      ================================================================================

      Total assets by country
        Canada                               $           97,672     $           56,652
        United States                                    64,091                 66,586
      --------------------------------------------------------------------------------
                                             $          161,763     $          123,238
      ================================================================================
</TABLE>

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

19.   FINANCIAL INSTRUMENTS

      Fair value of financial instruments

      Financial instruments comprise cash and cash equivalents, accounts
      receivable, accounts payable, long-term debts and accrued liabilities and
      bank indebtedness. The estimated fair values of cash, accounts receivable,
      accounts payable, long-term debts and accrued liabilities approximate book
      values because of the short-term maturities of these instruments. The
      estimated fair value of senior debt approximates the carrying value as the
      debt bears interest at variable interest rates. The Company has recorded a
      liability of $187 ($135 as of March 31, 2007) for an interest rate swap
      contract entered into by the VIE.

      Foreign exchange risk

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

      Interest rate risk

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

      Credit risk

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

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

20.   EARNINGS PER SHARE

      The Company has a total of 12,092,142 common shares issued and
      outstanding, out of an authorized total of 50,000,000 shares. The fully
      diluted calculation utilizes a total of 18,772,528 and 17,638,793 shares
      for the three and nine month period ending December 31, 2007 based on the
      following calculations. Since the calculation is anti-dilutive, the basic
      and fully diluted weighted average shares outstanding are 12,092,142 and
      11,109,942 for the same period. Warrants issued from the initial
      prospectus and over allotment converts to 4,261,031 based on the average
      quarterly share price as of December 31, 2007 of $ 6.14 and 4,109,496
      based on the nine month average share price of $6.36 as of December 31,
      2007 and convertible preferred shares converts to 2,419,355 common shares
      based on a price of $6.20. In connection with the Company's initial public
      offering, the Company issued to the representative of the underwriters in
      the initial public offering, for a de minimus amount, an option to
      purchase up to a total of 300,000 units, with each unit consisting of one
      share of common stock and two warrants. The units issuable upon exercise
      of the option are identical to those issued in the Company's initial
      public offering except that the warrants included in the units underlying
      the option have an exercise price of $6.25 per share. The option will be
      exercisable by the holder at $9.90 per unit commencing upon the
      consummation of a business combination by the Company and will expire on
      October 26, 2009. The underwriter units are excluded from the dilution
      calculation on an annual basis as the exercise price of $9.90 exceeded the
      estimated market value.

<TABLE>
<CAPTION>
                                                         Three months     Three months      Nine months      Nine months
                                                            ended,            ended           ended,            ended
                                                         December 31,     December 31,     December 31,     December 31,
                                                             2007             2006             2007             2006
                                                         (unaudited)       (unaudited)      (unaudited)      (unaudited)
                                                         ------------     ------------     ------------     ------------
<S>                                                       <C>              <C>              <C>              <C>
      Numerator:
      Net income (loss)                                   $     (2,089)    $        334     $     (1,383)    $      3,675
            Preferred stock dividends                             (317)            (295)            (909)            (885)
            Dividend paid by VIE                                                   (250)                             (250)
            Minority interest                                      228              443              259              360
              Stock warrant inducement discount                     --               --           (1,982)              --
      ===================================================================================================================
      Income (loss) available to common shareholders      $     (2,178)    $        232     $     (4,015)    $      2,900
      ===================================================================================================================
      Denominator:
      Weighted average common shares for basic EPS          12,092,142        8,003,754       11,109,942        6,937,185
      -------------------------------------------------------------------------------------------------------------------
      Effect of dilutive securities:
      Total  outstanding warrants                            5,231,215        9,196,180        5,231,215        9,196,980
      Average exercise price                                      5.00             5.00             5.00             5.00
      Average price during period                                 6.14             6.43             6.36             5.95
      -------------------------------------------------------------------------------------------------------------------
      Weighted average warrants                              4,261,031        2,043,772        4,109,496        1,473,860
      -------------------------------------------------------------------------------------------------------------------
      Weighted average convertible preferred shares
      at $6.20                                               2,419,355        2,419,355        2,419,355        2,419,355
      -------------------------------------------------------------------------------------------------------------------
      Weighted average common shares for diluted EPS        12,092,142       12,466,881       11,109,942       10,830,400
      ===================================================================================================================
      Basic EPS                                           $      (0.18)    $       0.03     $      (0.36)    $       0.42
      Diluted EPS                                         $      (0.18)    $       0.03     $      (0.36)    $       0.35
      ===================================================================================================================
</TABLE>

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

21.   MANAGEMENT BONUS PROGRAM

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

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

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

      If a participant's service with the Company or its affiliate is terminated
      by the Company without cause (as defined in the Program) or by the
      participant for good reason or for death or disability, then the
      participant is entitled to be considered fully vested with respect to the
      participant's plan account balance; and have the option to elect to freeze
      the amount of such participant's award as of the date of such separation
      from service, but with payment of such amount not being made until July
      31, 2008. The company has recorded additional liabilities of $560 to date
      for this program.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

22.   VARIABLE INTEREST ENTITIES

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

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

      On August 27, 2007, Lower Lakes entered into and consummated the
      transactions under a Memorandum of Agreement with Voyageur Marine
      Transport Limited ("Voyageur") and Voyageur Pioneer Marine Inc.
      (collectively, the "Sellers") pursuant to which Lower Lakes purchased
      VOYAGEUR INDEPENDENT and the VOYAGEUR PIONEER (collectively, the
      "Vessels") from the Sellers.

      Certain customer's contracts were also assigned to the Company under a
      Contract of Assignment.

      In addition, on August 27, 2007, Lower Lakes entered into a Crew Manning
      Agreement with Voyageur pursuant to which Voyageur agreed to staff the
      Vessels with qualified crew members in accordance with sound crew
      management practices. Under the Crew Manning Agreement, Voyageur is
      responsible for selecting and training the Vessels' crews, payroll, tax
      and pension administration, union negotiations and disputes and ensuring
      compliance with applicable requirements of Canadian maritime law. Under
      the Crew Manning Agreement, Lower Lakes is obligated to pay Voyageur an
      annual fee of $175 and pay or reimburse Voyageur for its reasonable crew
      payroll expenses.

      Also on August 27, 2007, Lower Lakes entered into a Contract of
      Affreightment ("COA") with Voyageur and Voyageur Maritime Trading Inc
      ("VMT") pursuant to which Voyageur and VMT made a Canadian flagged vessel
      owned by VMT, the MARITIME TRADER (the "Trader"), available exclusively to
      Lower Lakes for its use in providing transportation and storage services
      for its customers.

      In connection with the COA, on August 27, 2007, Lower Lakes entered into
      an Option Agreement (the "Option Agreement") with VMT pursuant to which
      Lower Lakes obtained the option to acquire the Trader for CDN $5,000
      subject to certain adjustments. The option is exercisable between January
      1, 2012 and December 31, 2017, subject to certain early exercise
      provisions. If, at any time prior to expiration of the option, VMT
      receives a bona fide offer from a third party to purchase the Trader which
      VMT wishes to accept, Lower Lakes shall have the right to acquire the
      Trader at the option price.

      On August 27, 2007, Lower Lakes entered into a Guarantee (the "Guarantee")
      with GE Canada, pursuant to which Lower Lakes agreed to guarantee up to
      CDN $1,250 (the "Guaranteed Obligations") of Voyageur's indebtedness to GE
      Canada. Through a Letter of Credit Agreement, dated August 27, 2007, an
      affiliate of Voyageur has agreed to contribute half of any amounts drawn
      under the Guarantee. Under the Guarantee, Lower Lakes has several options
      available to it in the event that GE Canada intends to draw under the
      Guarantee, including (i) the right to exercise its option for the Trader
      under an Option Agreement and (ii) the right to make a subordinated
      secured loan to Voyageur in an amount at least equal to the amount
      intended to be drawn by GE Canada on terms as are reasonably satisfactory
      to GE Canada and Voyageur.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

22.   VARIABLE INTEREST ENTITIES (continued)

      In addition, Lower Lakes has guaranteed Voyageur's account with The St.
      Lawrence Seaway Management Corporation, up to CDN $120, which is offset by
      a set-off agreement under the Contract of Affreightment.

      Though the Voyageur group of companies (Voyageur and its subsidiaries) is
      a variable interest entity for Rand, the Company is not deemed the
      "Primary Beneficiary" of Voyageur and therefore is not required to
      consolidate Voyageur's financial statements. Voyageur became a VIE to the
      Company on August 27, 2007. Voyageur is a privately held Canadian
      corporation and operates a Canadian flagged vessel in The Great Lakes
      region for bulk shipping, which operates under a Contract of Affreightment
      with the Company. The maximum exposure of the Company in the event the
      Voyageur default is CDN $845, which represents (1) Half of the CDN $1,250
      guarantee of Voyageur's indebtedness to GE Canada, unless the Company
      exercises its purchase option and (2) A guarantee of Voyageur's account
      with The St. Lawrence Seaway Management Corporation, which is offset by a
      set-off agreement under the Contract of Affreightment.

      The impact of the WMS VIE on the balance sheet as of December 31, 2007 and
      March 31, 2007 and statement of operations for the period ending December
      31, 2007 and the comparable prior year figures are shown below.

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

22.   VARIABLE INTEREST ENTITIES (continued)

<TABLE>
<CAPTION>
                                                                Rand Logistics, Inc.       Impact of FIN           Consolidated
                                                                 December 31, 2007        46R presentation       December 31, 2007
ASSETS                                                              (unaudited)             (unaudited)             (unaudited)
                                                                -------------------------------------------------------------------
<S>                                                             <C>                     <C>                     <C>
CURRENT
           Cash and cash equivalents                            $              2,296    $                854    $             3,150
           Blocked account (Note 3)                                            2,700                      --                  2,700
           Accounts receivable (Note 4)                                       16,943                      --                 16,943
           Prepaid expenses and other current assets (Note 5)                  3,590                     258                  3,848
           Income tax receivable                                                 263                      --                    263
           Deferred income taxes                                               1,135                     103                  1,238
-----------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                          26,927                   1,215                 28,142
BLOCKED ACCOUNT (Note 3)                                                          --                      --                     --
PROPERTY AND EQUIPMENT, NET (Note 6)                                          66,320                  17,302                 83,622
DUE FROM RELATED COMPANY                                                      (1,498)                  1,498                     --
DEFERRED INCOME TAXES                                                         13,717                     691                 14,408
DEFERRED DRYDOCK COSTS, NET (Note 7)                                           7,412                      --                  7,412
INTANGIBLE ASSETS, NET (Note 8)                                               16,241                     227                 16,468
NOTE RECEIVABLE WMS                                                            2,478                  (2,478)                    --
GOODWILL (Note 8)                                                             11,711                      --                 11,711
-----------------------------------------------------------------------------------------------------------------------------------
Total assets                                                    $            143,308    $             18,455    $           161,763
===================================================================================================================================
LIABILITIES
CURRENT
           Bank indebtedness (Note 10)                          $              2,823    $                 --    $             2,823
           Accounts payable                                                   11,889                     453                 12,342
           Accrued liabilities (Note 11)                                       4,803                   1,375                  6,178
           Acquired Management Bonus Program (Note 21)                         3,000                                          3,000
           Interest rate swap contract (Note 19)                                  --                     187                    187
           Income taxes payable                                                  295                      43                    338
           Deferred income taxes                                                 969                      --                    969
           Current portion of long-term debt  (Note 12)                        4,944                  13,050                 17,994
-----------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                     28,723                  15,108                 43,831
LONG-TERM DEBT  (Note 12)                                                     36,286                   2,537                 38,823
ACQUIRED MANAGEMENT BONUS PROGRAM (Note 21)                                       --                      --                     --
DEFERRED INCOME TAXES                                                         13,370                   1,027                 14,397
-----------------------------------------------------------------------------------------------------------------------------------
 Total liabilities                                                            78,379                  18,672                 97,051
STOCKHOLDERS' EQUITY
     Preferred stock, $.0001 par value (Note 15)                              14,900                      --                 14,900
     Common stock, $.0001 par value (Note 15)                                      1                      --                      1
     Additional paid-in capital                                               58,232                                         58,232
     Accumulated deficit                                                      (9,723)                   (239)                (9,962)
     Minority interest of variable interest entity                                --                     (84)                   (84)
     Accumulated other comprehensive income (loss)                             1,519                     106                  1,625
===================================================================================================================================
Total stockholders' equity                                      $             64,929    $               (217)   $            64,712
===================================================================================================================================
Total liabilities and stockholders' equity                      $            143,308    $             18,455    $           161,763
===================================================================================================================================

<CAPTION>
                                                               Rand Logistics, Inc.       Impact of FIN            Consolidated
                                                                  March 31, 2007         46R presentation         March 31, 2007
ASSETS                                                               (audited)              (audited)               (audited)
                                                               --------------------------------------------------------------------
<S>                                                            <C>                     <C>                     <C>
CURRENT
           Cash and cash equivalents                           $              6,646    $                561    $              7,207
           Blocked account (Note 3)
           Accounts receivable (Note 4)                                       2,632                      70                   2,702
           Prepaid expenses and other current assets (Note 5)                 3,125                      (3)                  3,122
           Income tax receivable                                                263                      --                     263
           Deferred income taxes                                              1,116                     103                   1,219
-----------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                         13,782                     731                  14,513
BLOCKED ACCOUNT (Note 3)                                                      2,700                      --                   2,700
PROPERTY AND EQUIPMENT, NET (Note 6)                                         48,978                  17,881                  66,859
DUE FROM RELATED COMPANY                                                     (1,657)                  1,657                      --
DEFERRED INCOME TAXES                                                        12,986                     588                  13,574
DEFERRED DRYDOCK COSTS, NET (Note 7)                                          5,895                      --                   5,895
INTANGIBLE ASSETS, NET (Note 8)                                              12,936                     398                  13,334
NOTE RECEIVABLE WMS                                                           2,298                  (2,298)                     --
GOODWILL (Note 8)                                                             6,363                      --                   6,363
-----------------------------------------------------------------------------------------------------------------------------------
Total assets                                                   $            104,281    $             18,957    $            123,238
===================================================================================================================================
LIABILITIES
CURRENT
           Bank indebtedness (Note 10)                         $              5,097    $                 --    $              5,097
           Accounts payable                                                  10,312                   1,133                  11,445
           Accrued liabilities (Note 11)                                      2,491                     746                   3,237
           Acquired Management Bonus Program (Note 21)
           Interest rate swap contract (Note 19)                                 --                     135                     135
           Income taxes payable                                                 385                      --                     385
           Deferred income taxes                                                589                      --                     589
           Current portion of long-term debt  (Note 12)                       2,948                   1,450                   4,398
-----------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                    21,822                   3,464                  25,286
LONG-TERM DEBT  (Note 12)                                                    19,825                  15,039                  34,864
ACQUIRED MANAGEMENT BONUS PROGRAM (Note 21)                                   3,000                      --                   3,000
DEFERRED INCOME TAXES                                                        13,031                     593                  13,624
-----------------------------------------------------------------------------------------------------------------------------------
 Total liabilities                                                           57,678                  19,096                  76,774
STOCKHOLDERS' EQUITY
     Preferred stock, $.0001 par value (Note 15)                             14,900                      --                  14,900
     Common stock, $.0001 par value (Note 15)                                     1                      --                       1
     Additional paid-in capital                                              38,407                      --                  38,407
     Accumulated deficit                                                     (5,537)                   (410)                 (5,947)
     Minority interest of variable interest entity                               --                     176                     176
     Accumulated other comprehensive income (loss)                           (1,168)                     95                  (1,073)
===================================================================================================================================
Total stockholders' equity                                     $             46,603    $               (139)   $             46,464
===================================================================================================================================
Total liabilities and stockholders' equity                     $            104,281    $             18,957    $            123,238
===================================================================================================================================
</TABLE>

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

22.   VARIABLE INTEREST ENTITIES (continued)

<TABLE>
<CAPTION>
                                                                          Three months ended December 31, 2007
                                                             ----------------------------------------------------------
                                                                                    Impact of
                                                              Rand Logistics,        Fin 46R            Consolidated
                                                             Inc. (unaudited)      (unaudited)          (unaudited)
                                                             ----------------     ----------------     ----------------
<S>                                                          <C>                  <C>                  <C>
REVENUE                                                      $         35,917     $             --     $         35,917

EXPENSES
  Outside voyage charter fees (Note 16)                                 4,034                   --                4,034
  Charter hire                                                          4,943               (4,943)                  --
  Vessel operating expenses                                            22,560                3,721               26,281
  Repairs and maintenance                                                   7                   --                    7
  General and administrative                                            2,495                  153                2,648
  Depreciation                                                          1,403                  316                1,719
  Amortization of drydock costs                                           415                  (39)                 376
  Amortization of intangibles                                             401                  232                  633
  Amortization of deferred chartering agreement costs                      16                   --                   16
  Write-off of retired vessel to salvage value                          1,687                   --                1,687
      Loss (Gain) on foreign exchange                                      11                   --                   11
-----------------------------------------------------------------------------------------------------------------------
                                                                       37,972                 (560)              37,412
INCOME (LOSS) BEFORE OTHER INCOME AND EXPENSES AND INCOME
TAXES                                                                  (2,055)                 560               (1,495)
-----------------------------------------------------------------------------------------------------------------------
OTHER INCOME AND EXPENSES
Interest expense (Note 17)                                                938                  431                1,369
Interest income                                                          (115)                  62                  (53)
Loss on interest rate swap contract                                        --                   35                   35
-----------------------------------------------------------------------------------------------------------------------
                                                                          823                  528                1,351
INCOME (LOSS) BEFORE INCOME TAXES                                      (2,878)                  32               (2,846)
PROVISION (RECOVERY) FOR INCOME TAXES                                  (1,173)                 416                 (757)
-----------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) BEFORE MINORITY INTEREST                             (1,705)                (384)              (2,089)
-----------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST                                                          --                 (228)                (228)
=======================================================================================================================
NET INCOME (LOSS)                                                      (1,705)                (156)              (1,861)
=======================================================================================================================
PREFERRED STOCK DIVIDENDS                                                 317                   --                  317
=======================================================================================================================
COMMON STOCK DIVIDEND OF VIE                                               --                   --                   --
STOCK WARRANT INDUCEMENT DISCOUNT (Note 15)                                --                   --                   --
=======================================================================================================================
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS          $       ( 2,022)     $           (156)    $         (2,178)
=======================================================================================================================
Net income (loss) per share basic (Note 20)                  $        ( 0.16)     $          (0.02)    $          (0.18)
Net income (loss) per share  diluted (Note 20)               $        ( 0.16)     $          (0.02)    $          (0.18)

<CAPTION>
                                                                        Three months ended December 31, 2006
                                                             ----------------------------------------------------------
                                                             Rand Logistics,         Impact of
                                                                   Inc.               Fin 46R            Consolidated
                                                               (unaudited)          (unaudited)          (unaudited)
                                                             ----------------     ----------------     ----------------
<S>                                                          <C>                  <C>                  <C>
REVENUE                                                      $         26,104     $             --     $         26,104

EXPENSES
  Outside voyage charter fees (Note 16)                                 1,310                                     1,310
  Charter hire                                                          4,006               (4,006)                  --
  Vessel operating expenses                                            16,292                3,527               19,819
  Repairs and maintenance                                                  40                   --                   40
  General and administrative                                            1,805                  150                1,955
  Depreciation                                                          1,094                  314                1,408
  Amortization of drydock costs                                            83                   --                   83
  Amortization of intangibles                                             370                  (75)                 295
  Amortization of deferred chartering agreement costs                      54                   --                   54
  Write-off of retired vessel to salvage value                             --                   --                   --
      Loss (Gain) on foreign exchange                                      88                   --                   88
-----------------------------------------------------------------------------------------------------------------------
                                                                       25,142                  (90)              25,052
INCOME (LOSS) BEFORE OTHER INCOME AND EXPENSES AND INCOME
TAXES                                                                     962                   90                1,052
-----------------------------------------------------------------------------------------------------------------------
OTHER INCOME AND EXPENSES
Interest expense (Note 17)                                                714                  452                1,166
Interest income                                                          (227)                  92                 (135)
Loss on interest rate swap contract                                        --                   --                   --
-----------------------------------------------------------------------------------------------------------------------
                                                                          487                  544                1,031
INCOME (LOSS) BEFORE INCOME TAXES                                         475                 (454)                  21
PROVISION (RECOVERY) FOR INCOME TAXES                                     (13)                (300)                (313)
-----------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) BEFORE MINORITY INTEREST                                488                 (154)                 334
-----------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST                                                          --                 (443)                (443)
=======================================================================================================================
NET INCOME (LOSS)                                                         488                  289                  777
=======================================================================================================================
PREFERRED STOCK DIVIDENDS                                                 295                   --                  295
=======================================================================================================================
COMMON STOCK DIVIDEND OF VIE                                               --                  250                  250
STOCK WARRANT INDUCEMENT DISCOUNT (Note 15)                                --                   --                   --
=======================================================================================================================
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS          $            193     $             39     $            232
=======================================================================================================================
Net income (loss) per share basic (Note 20)                  $           0.02     $           0.01     $           0.03
Net income (loss) per share  diluted (Note 20)               $           0.02     $           0.01     $           0.03
</TABLE>

<PAGE>

RAND LOGISTICS, INC.
Notes to the Consolidated Financial Statements
(U.S. Dollars 000's except for Earnings Per Share figures)
================================================================================

22.   VARIABLE INTEREST ENTITIES (continued)

<TABLE>
<CAPTION>
                                                                          Nine months ended December 31, 2007
                                                             ----------------------------------------------------------
                                                                                    Impact of
                                                              Rand Logistics,        Fin 46R            Consolidated
                                                             Inc. (unaudited)      (unaudited)          (unaudited)
                                                             ----------------     ----------------     ----------------
                                                             <C>                  <C>                  <C>
REVENUE                                                      $         90,024     $             --               90,024

EXPENSES
  Outside voyage charter fees (Note 16)                                 8,605                   --                8,605
  Charter hire                                                         10,733              (10,733)                  --
  Vessel operating expenses                                            55,993                7,388               63,381
  Repairs and maintenance                                                  94                    7                  101
  General and administrative                                            6,823                  568                7,391
  Depreciation                                                          3,937                  945                4,882
  Amortization of drydock costs                                         1,149                   --                1,149
  Amortization of intangibles                                           1,392                   --                1,392
  Amortization of deferred chartering agreement costs                     112                   --                  112
  Write-off of retired vessel to salvage value                          1,687                   --                1,687
  Loss (Gain) on foreign exchange                                        (208)                  --                 (208)
-----------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE OTHER INCOME AND EXPENSES AND INCOME              90,317               (1,825)              88,492
TAXES                                                                    (293)               1,825                1,532
-----------------------------------------------------------------------------------------------------------------------
OTHER INCOME AND EXPENSES
 Interest expense (Note 17)                                             2,177                1,309                3,486
 Interest income                                                         (375)                 180                 (195)
 Loss on interest rate swap contract                                       --                   43                   43
-----------------------------------------------------------------------------------------------------------------------
                                                                        1,802                1,532                3,334
INCOME (LOSS) BEFORE INCOME TAXES                                      (2,095)                 293               (1,802)
PROVISION (RECOVERY) FOR INCOME TAXES                                    (800)                 381                 (419)
-----------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) BEFORE MINORITY INTEREST                             (1,295)                 (88)              (1,383)
-----------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST                                                          --                 (259)                (259)
-----------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                                      (1,295)                 171               (1,124)
=======================================================================================================================
PREFERRED STOCK DIVIDENDS                                                 909                   --                  909
=======================================================================================================================
COMMON STOCK DIVIDEND OF VIE                                               --                   --                   --
STOCK WARRANT INDUCEMENT DISCOUNT (Note 15)                             1,982                   --                1,982
=======================================================================================================================
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS          $         (4,186)    $            171     $         (4,015)
=======================================================================================================================
Net income (loss) per share basic (Note 20)                  $          (0.38)    $           0.02     $          (0.36)
Net income (loss) per share diluted (Note 20)                $          (0.38)    $           0.02     $          (0.36)

<CAPTION>
                                                                        Nine months ended December 31, 2006
                                                             ----------------------------------------------------------
                                                             Rand Logistics,         Impact of
                                                                   Inc.               Fin 46R            Consolidated
                                                               (unaudited)          (unaudited)          (unaudited)
                                                             ----------------     ----------------     ----------------
                                                             <C>                  <C>                  <C>
REVENUE                                                      $         75,737     $             --     $         75,737

EXPENSES
  Outside voyage charter fees (Note 16)                                 4,935                   --                4,935
  Charter hire                                                          7,091               (7,091)                  --
  Vessel operating expenses                                            46,528                5,776               52,304
  Repairs and maintenance                                                  97                   --                   97
  General and administrative                                            4,664                  250                4,914
  Depreciation                                                          3,213                  524                3,737
  Amortization of drydock costs                                           251                   --                  251
  Amortization of intangibles                                           1,126                 (125)               1,001
  Amortization of deferred chartering agreement costs                      90                   --                   90
  Write-off of retired vessel to salvage value                             --                   --                   --
  Loss (Gain) on foreign exchange                                         178                   --                  178
-----------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE OTHER INCOME AND EXPENSES AND INCOME              68,173                 (666)              67,507
TAXES                                                                   7,564                  666                8,230
-----------------------------------------------------------------------------------------------------------------------
OTHER INCOME AND EXPENSES
 Interest expense (Note 17)                                             2,136                  739                2,875
 Interest income                                                         (316)                  93                 (223)
 Loss on interest rate swap contract                                       --                   --                   --
-----------------------------------------------------------------------------------------------------------------------
                                                                        1,820                  832                2,652
INCOME (LOSS) BEFORE INCOME TAXES                                       5,744                 (166)               5,578
PROVISION (RECOVERY) FOR INCOME TAXES                                   2,084                 (181)               1,903
-----------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) BEFORE MINORITY INTEREST                              3,660                   15                3,675
-----------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST                                                          --                 (360)                (360)
-----------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                                       3,660                  375                4,035
=======================================================================================================================
PREFERRED STOCK DIVIDENDS                                                 885                   --                  885
=======================================================================================================================
COMMON STOCK DIVIDEND OF VIE                                               --                  250                  250
STOCK WARRANT INDUCEMENT DISCOUNT (Note 15)                                --                   --                   --
=======================================================================================================================
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS          $          2,775     $            125     $          2,900
=======================================================================================================================
Net income (loss) per share basic (Note 20)                  $           0.40     $           0.02     $           0.42
Net income (loss) per share diluted (Note 20)                $           0.34     $           0.01     $           0.35
</TABLE>

<PAGE>

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

23.   SUBSEQUENT EVENTS

      On February 13, 2008, Grand River and Rand LL Holdings entered into and
      consummated a Vessel Purchase Agreement with WMS providing for the
      purchase by Grand River of three United States flagged vessels, the DAVID
      Z. NORTON, the EARL W. OGLEBAY and the WOLVERINE, for an aggregate
      purchase price of $20,019. Lower Lakes Transportation, has time chartered
      the acquired vessels since August 1, 2006 pursuant to the terms of a Time
      Charter Agreement between Lower Lakes Transportation and WMS, which also
      provided for an option to purchase the vessels.

      Prior to commencement of the 2008 sailing season, the Registrant intends
      transfer one of the vessels acquired from WMS to Canadian registry for
      deployment as part of the Registrant's Canadian fleet.

      In connection with the sale of vessels under the Vessel Purchase
      Agreement:

      - WMS repaid all amounts owed to Rand Finance Corp., a wholly owned
      subsidiary of the Registrant, under that certain Note Purchase Agreement,
      dated as of August 1, 2006;

      - WMS repaid all of its obligations due to National City Commercial
      Capital Company, LLC under WMS' financing arrangements with National City,
      the principal and interest amounts of which were included in the hire
      payable by Lower Lakes Transportation under the Time Charter Agreement and
      in parts guaranteed by Rand LL Holdings and

      - Grand River and Rand LL Holdings agreed to bear certain wind-down costs
      of WMS.

      Amended and Restated Loan Agreement

      On February 13, 2008, Lower Lakes Towing, Lower Lakes Transportation and
      Grand River, as borrowers, Rand LL Holdings, Rand Finance and the
      Registrant, as guarantors, General Electric Capital Corporation, as agent
      and lender, and certain other lenders, entered into an Amended and
      Restated Credit Agreement which (i) amends and restates the Credit
      Agreement to which the borrowers are a party, dated as of March 3, 2006,
      in its entirety, (ii) restructures the tranches of loans provided for
      under the 2006 Credit Agreement and advances certain new loans, (iii)
      finances, in part, the acquisition of the three vessels by Grand River
      from WMS, and (iv) provides working capital financing, funds for other
      general corporate purposes and funds for other permitted purposes. The
      Amended and Restated Credit Agreement provides for (i) a revolving credit
      facility under which Lower Lakes Towing may borrow up to CDN $13,500 with
      a seasonal overadvance facility of US $8,000 (US $10,000 for calendar year
      2008 only) and a swing line facility of CDN $4,000, subject to
      limitations, (ii) a revolving credit facility under which Lower Lakes
      Transportation may borrow up to US $13,500 with a seasonal overadvance
      facility of US $8,000 (US $10,000 for calendar year 2008 only) and a
      swing line facility of US $4,000, subject to limitations, (iii) a Canadian
      dollar denominated term loan facility under which Lower Lakes Towing may
      borrow CDN $41,700, (iv) a US dollar denominated term loan facility under
      which Grand River may borrow US $22,000 (v) a Canadian dollar denominated
      "Engine" term loan facility under which Lower Lakes Towing may borrow CDN
      $8,000.

      Under the Amended and Restated Credit Agreement, the revolving credit
      facilities and swing line loans expire on April 1, 2013. The outstanding
      principal amount of the Canadian term loan borrowings will be repayable as
      follows: (i) quarterly payments of CDN $695 commencing September 1, 2008
      and ending March 1, 2013 and (ii) 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 April 1, 2013. The outstanding
      principal amount of the US term loan borrowings will be repayable as
      follows: (i) quarterly payments of US $367 commencing September 1, 2008
      and ending on March 1, 2013 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 April 1, 2013. The outstanding principal
      amount of the Canadian "Engine" term loan borrowings will be repayable as
      follows: (i) quarterly payments of CDN $133 commencing September 1, 2008
      and ending March 1, 2013 and (iii) a final payment in the outstanding
      principal amount of the Engine term loan shall be payable upon the Engine
      term loan facility's maturity on April 1, 2013.

<PAGE>

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

23.   SUBSEQUENT EVENTS (continued)

      Borrowings under the Canadian revolving credit facility and the 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 Amended and
      Restated Credit Agreement), plus 2.75% per annum or (ii) the BA Rate (as
      defined in the Amended and Restated Credit Agreement) plus 3.75% per
      annum. Borrowings under the Canadian swing line facility will bear an
      interest rate per annum equal to the Canadian Prime Rate (as defined in
      the Amended and Restated Credit Agreement), plus 2.75% per annum.
      Borrowings under 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 Amended and Restated Credit Agreement) plus 3.75% per
      annum, or (ii) the US Base Rate (as defined in the Amended and Restated
      Credit Agreement), plus 2.75% per annum. Borrowings under the US swing
      line facility will bear an interest rate per annum equal to the US Base
      Rate (as defined in the Amended and Restated Credit Agreement), plus 2.75%
      per annum. Borrowings under the Canadian "Engine" term loan will bear an
      interest rate per annum, at the borrowers' option, equal to (i) the
      Canadian Prime Rate (as defined in the Amended and Restated Credit
      Agreement), plus 4.00% per annum or (ii) the BA Rate (as defined in the
      Amended and Restated Credit Agreement) plus 5.00% per annum. The interest
      rates shall be adjusted quarterly commencing on the second quarter of
      fiscal year 2009 based upon the borrowers' senior debt to EBITDA ratio as
      calculated in accordance with the Amended and Restated Credit Agreement.

      Obligations under the Amended and Restated Credit Agreement are secured by
      (i) a first priority lien and security interest on all of the borrowers'
      and guarantors' assets, tangible or intangible, real, personal or mixed,
      existing and newly acquired, (ii) a pledge by Rand LL Holdings of all of
      the outstanding capital stock of the borrowers; (iii) a pledge the
      Registrant of all of the outstanding capital stock of Rand LL Holdings and
      Rand Finance. The indebtedness of each borrower under the Amended and
      Restated Credit Agreement is unconditionally guarantied by each other
      borrower and by the guarantors, and such guaranty is secured by a lien on
      substantially all of the assets of each borrower and each guarantor. Under
      the Amended and Restated Credit Agreement, 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 Amended and Restated Credit Agreement contains certain covenants,
      including those limiting the guarantors, the borrowers, and their
      subsidiaries' ability to incur indebtedness, incur liens, sell or acquire
      assets or businesses, change the nature of their businesses, engage in
      transactions with related parties, make certain investments or pay
      dividends. In addition, the Amended and Restated Credit Agreement requires
      the borrowers to maintain certain financial ratios. Failure of the
      borrowers or the guarantors to comply with any of these covenants or
      financial ratios could result in the loans under the Amended and Restated
      Credit Agreement being accelerated. As a result of the Amended and
      Restated Credit Agreement, the covenant breaches that existed at December
      31, 2007 were effectively rectified.

<PAGE>

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

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

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

      Plan of Operation.

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

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

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

<PAGE>

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

      On August 1, 2006, Lower Lakes Transportation entered into a Time Charter
Agreement with Wisconsin & Michigan Steamship Company ("WMS"), pursuant to which
three United States flag vessels owned by WMS are available for the exclusive
use of Lower Lakes Transportation. The basic charter period under the Time
Charter Agreement expires on December 31, 2008, and Lower Lakes Transportation
has the option to extend the charter period through December 31, 2013. The Time
Charter Agreement also provides Lower Lakes Transportation the option of
purchasing the vessels at any time during the charter period at a price based,
in part, generally on the amount of WMS indebtedness outstanding at the time of
purchase relating to WMS's acquisition and maintenance of the vessels. The
Company funded its obligations under the Time Charter Agreement with
US$13,000,000 of proceeds from the issuance of 2,402,957 shares of Rand's common
stock sold in a private placement to institutional accredited investors, and the
proceeds of the amended senior loan facility entered into on August 1, 2006 by
Lower Lakes, Grand River and Lower Lakes Transportation. On May 9, 2007, the
officers on the vessels owned by WMS represented by the American Maritime
Officers ("AMO") returned the vessels to port and began a work stoppage, in
response to which WMS layed up the vessels in order to minimize the operating
and related costs incurred during such period. On or about August 6, 2007, WMS'
agreement with AMO expired pursuant to its terms and WMS notified Lower Lakes
that WMS was evaluating the supervisory staffing needs of the vessels to enable
them to commence sailing in the foreseeable future. Lower Lakes Transportation
remained obligated to pay hire under the Time Charter Agreement during the
period of time that the vessels were layed up. The unavailability of the WMS
vessels resulting from the work stoppage has had a negative impact on our
financial performance. As of November 1, 2007, the WMS vessels had been
restaffed and returned to service with officers not affiliated with AMO.

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

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

      On May 4, 2007, the Company announced a program by which the exercise
price of its outstanding, publicly traded warrants was reduced to $4.50 (from
the $5.00 exercise price provided by the original terms of the warrants). The
reduced exercise price under the program was in effect through July 13, 2007, as
of which date 2,460,965 warrants were exercised under the program, generating
cash of $11,074,342.50 for the Company. Following expiration of the reduced
exercise price period under the program, the original exercise price of $5.00
was reinstituted for all remaining unexercised warrants. As of December 31 2007,
5,231,215 warrants remain outstanding, including 1,571,349 warrants owned by
officers and directors, none of whom exercised any warrants at the reduced
exercise price.


<PAGE>

      On August 27, 2007, Lower Lakes entered into and consummated the
transactions under a Memorandum of Agreement (the "Memorandum of Agreement"),
dated as of the same date, with Voyageur Marine Transport Limited ("Voyageur")
and Voyageur Pioneer Marine Inc. (collectively, the "Sellers") pursuant to which
Lower Lakes purchased the VOYAGEUR INDEPENDENT and the VOYAGEUR PIONEER
(collectively, the "Vessels") from the Sellers for an aggregate purchase price
of CDN $25,000,000.

      Also on August 27, 2007, Lower Lakes entered into a Crew Manning Agreement
(the "Crew Manning Agreement"), with Voyageur pursuant to which Voyageur agreed
to staff the Vessels with qualified crew members in accordance with sound crew
management practices. Under the Crew Manning Agreement, Voyageur is responsible
for selecting and training the Vessels' crews, payroll, tax and pension
administration, union negotiations and disputes and ensuring compliance with
applicable requirements of Canadian maritime law. Under the Crew Manning
Agreement, Lower Lakes is obligated to pay Voyageur an annual fee of $175,000
and pay or reimburse Voyageur for its reasonable crew payroll expenses.

      Also on August 27, 2007, Lower Lakes entered into a Contract of
Affreightment (the "COA") with Voyageur and Voyageur Maritime Trading Inc
("VMT") pursuant to which Voyageur and VMT made a Canadian flagged vessel owned
by VMT, the MARITIME TRADER (the "Trader"), available exclusively to Lower Lakes
for its use in providing transportation and storage services for its customers.
The COA expires on December 31, 2011, and renews automatically annually
thereafter unless Lower Lakes provides Voyageur or VMT with notice of
cancellation six months prior to the end of the then current term. Under the
COA, Lower Lakes is obligated to pay Voyageur and VMT a portion of the freight
rate it charges its customers, subject to certain adjustments. Lower Lakes is
also responsible for all taxes, tolls, fees or tariffs levied against the Trader
or its cargo, provided that it can be recouped from its customers, otherwise,
these costs will be for the account of Voyageur and VMT. Pursuant to the COA,
Voyageur and VMT are responsible for ensuring the seaworthiness of the Trader
and the compliance of its crew with all safety, health and other applicable laws
and regulations of Canada. Voyageur, VMT and Voyageur's president also agreed
not to compete with, nor induce any employee to leave his employment with, Lower
Lakes.

      In connection with the COA, on August 27, 2007, Lower Lakes entered into
an Option Agreement (the "Option Agreement") with VMT pursuant to which Lower
Lakes obtained the option to acquire the Trader for CDN $5,000,000, subject to
certain adjustments. The option is exercisable between January 1, 2012 and
December 31, 2017, subject to certain early exercise provisions. If, at any time
prior to expiration of the option, VMT receives a bona fide offer from a third
party to purchase the Trader which VMT wishes to accept, Lower Lakes shall have
the right to acquire the Trader at the option price.

      On August 27, 2007, in connection with the COA and Option Agreement, Lower
Lakes entered into a Guarantee (the "Guarantee") with GE Canada. A description
of the Guarantee follows under the heading "Off-Balance Sheet Arrangements".

      On August 27, 2007, Lower Lakes, Lower Lakes Transportation, Grand River
and Rand LL Holdings Corp. entered into a Fifth 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 ("GE
Canada"), as a lender, and certain of each such party's affiliates (the "Credit
Agreement"). Pursuant to the Amendment, among other things, (i) the outstanding
balance of the Canadian term loan facility has been increased by CDN $18,000,000
to CDN $36,868,000, (ii) the quarterly principal installment payments applicable
to the Canadian term loan borrowings have been increased by CDN $540,000 to CDN
$1,176,000, (iii) the "Commitment Termination Date" (as defined therein) was
extended to March 3, 2012, (iv) the quarterly principal installment payments
applicable to the US term loan borrowings have been extended at their current
rate through December, 2011 and (v) the borrowers under the Credit Agreement
amended certain financial covenants.

      On November 6, 2007, Lower Lakes, Lower Lakes Transportation Company,
Grand River Navigation Company, Inc. and Rand LL Holdings Corp. received a
Waiver to the Credit Agreement for violations of the financial covenants
relating to minimum EBITDA, Fixed Charge Coverage Ratio, and Senior Debt to
EBITDA. The violations arose primarily from reduced EBITDA relating to several
factors, including the impacts of the WMS strike, higher general and
administrative costs, the timing and expenses of the Voyageur closing and
changes in exchange rates. The Waiver also includes an agreement to pay a
prepayment fee if the amount outstanding under the Credit Agreement is prepaid
prior to November 6, 2008 to compensate the lender for being prepared to make
funds available.

<PAGE>

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

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

      o     Selected acquisitions. Since October 1999, Lower Lakes has added 12
            cargo-carrying vessels to its fleet, making Lower Lakes one of the
            most acquisitive shipping companies in the Great Lakes region.
            Rand's management believes that the acquisition of additional
            vessels would provide it with a larger share of the available River
            Class capacity, provide additional operating flexibility and extend
            the longevity of its fleet. Rand is actively pursuing acquisition
            opportunities but is not committed to any acquisitions at the
            present time;

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

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

      Lower Lakes' vessels require general maintenance and capital upgrades each
year to ensure the fleet operates efficiently during the shipping season and to
minimize downtime during the operating season. This work is completed during
January, February, and March each year when the vessels are not active. The age
of the vessels, combined with the prohibitive replacement cost of a vessel,
increases the importance of having an appropriate maintenance program.

      Historically, the cost of winter work averages approximately $600,000 per
vessel. Between 40% and 60% of the winter work projects have been expensed as
maintenance expenditures, with the balance of winter work expenditures
capitalized. Capitalized winter work expenditures include items such as steel
replacement and engine overhauls.

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

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

<PAGE>

      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 December 31, 2007 financial statements for a discussion of outstanding
options and warrants.

      On August 27, 2007, in connection with the COA and Option Agreement, Lower
Lakes entered into the Guarantee with GE Canada, pursuant to which Lower Lakes
agreed to guarantee up to CDN $1,250,000 (the "Guaranteed Obligations") of
Voyageur's indebtedness to GE Canada. Lower Lakes' maximum future payments under
the Guarantee are limited to the Guaranteed Obligations plus the costs and
expenses GE Canada incurs while enforcing its rights under the Guarantee. Lower
Lakes' obligations under the Guarantee shall become due should Voyageur fail to
meet certain financial covenants under the terms of its loan from GE Canada or
if Voyageur breaches certain of its obligations under the COA. Lower Lakes has
several options available to it in the event that GE Canada intends to draw
under the Guarantee, including (i) the right to exercise its option for the
Trader under the Option Agreement and (ii) the right to make a subordinated
secured loan to Voyageur in an amount at least equal to the amount intended to
be drawn by GE Canada on terms as are reasonably satisfactory to GE Canada and
Voyageur.

      In the event GE Canada makes a demand against Lower Lakes pursuant to the
terms of the Guarantee, through a Letter of Credit Agreement, dated August 27,
2007, an affiliate of Voyageur has agreed to contribute half of any amounts
drawn under the Guarantee through a CDN $625,000 letter of credit provided to
Lower Lakes.

      Voyageur has been determined to be a variable interest entity of the
Company under U.S. GAAP. Rand has determined that it is not a "Primary
Beneficiary" of Voyageur's remaining business and therefore Rand is not required
to consolidate Voyageur's financial statements.

ITEM 3. CONTROLS AND PROCEDURES.

      An evaluation of the effectiveness of our disclosure controls and
procedures as of December 31, 2007 was made under the supervision and with the
participation of our management, including our chief executive officer. Based on
that evaluation, we concluded that our disclosure controls and procedures are
effective.

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

      Management believes that it has made significant progress in remediating
the material weaknesses, significant deficiency and control deficiencies
described in the Company's annual report on Form 10-KSB for the fiscal year
ended March 31, 2007. Management's objective is to complete such remediation by
March 31, 2008

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

      o     A third party provider was engaged throughout the year to provide
            overall information technology management and helpdesk services. The
            provider recommended upgrades to our information technology
            infrastructure, communications, and security (including the
            strengthening of our data backup and recovery process, and the
            limitation of physical access to our server), most of which have
            been successfully deployed;
      o     Two financial analysts were hired in the first half of the fiscal
            year, enabling improved procedures to be established and adequate
            segregation of duties to be maintained during the period. Management
            has also implemented business and financial reporting software
            during the year; and
      o     A whistleblower policy has been introduced.

<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

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

      None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

      None.

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

      None.

ITEM 5. OTHER INFORMATION.

      Vessel Purchase Agreement

      On February 13, 2008, Grand River and Rand LL Holdings entered into and
consummated a Vessel Purchase Agreement with WMS providing for the purchase by
Grand River of three United States flagged vessels, the DAVID Z. NORTON, the
EARL W. OGLEBAY and the WOLVERINE, for an aggregate purchase price of
$20,019,383.50. Lower Lakes Transportation, has time chartered the acquired
vessels since August 1, 2006 pursuant to the terms of a Time Charter Agreement
between Lower Lakes Transportation and WMS, which also provided for an option to
purchase the vessels.

      Prior to commencement of the 2008 sailing season, the Registrant intends
transfer one of the vessels acquired from WMS to Canadian registry for
deployment as part of the Registrant's Canadian fleet.

      A copy of the Vessel Purchase Agreement is attached hereto as exhibit
10.52 and is incorporated by reference herein.

      In connection with the sale of vessels under the Vessel Purchase
Agreement:

      - WMS repaid all amounts owed to Rand Finance Corp., a wholly owned
subsidiary of the Registrant, under that certain Note Purchase Agreement, dated
as of August 1, 2006;

      - WMS repaid all of its obligations due to National City Commercial
Capital Company, LLC under WMS' financing arrangements with National City, the
principal and interest amounts of which were included in the hire payable by
Lower Lakes Transportation under the Time Charter Agreement and in parts
guaranteed by Rand LL Holdings and

      - Grand River and Rand LL Holdings agreed to bear certain wind-down costs
of WMS.

<PAGE>

      Amended and Restated Loan Agreement

      On February 13, 2008, Lower Lakes Towing Ltd, Lower Lakes Transportation
and Grand River, as borrowers, Rand LL Holdings, Rand Finance and the
Registrant, as guarantors, General Electric Capital Corporation, as agent and
lender, and certain other lenders, entered into an Amended and Restated Credit
Agreement which (i) amends and restates the Credit Agreement to which the
borrowers are a party, dated as of March 3, 2006, in its entirety, (ii)
restructures the tranches of loans provided for under the 2006 Credit Agreement
and advances certain new loans, (iii) finances, in part, the acquisition of the
three vessels by Grand River from WMS, and (iv) provides working capital
financing, funds for other general corporate purposes and funds for other
permitted purposes. The Amended and Restated Credit Agreement provides for (i) a
revolving credit facility under which Lower Lakes Towing may borrow up to CDN
$13,500,000 with a seasonal overadvance facility of US $8,000,000 (US
$10,000,000 for calendar year 2008 only) and a swing line facility of CDN
$4,000,000, subject to limitations, (ii) a revolving credit facility under which
Lower Lakes Transportation may borrow up to US $13,500,000 with a seasonal over
advance facility of US $8,000,000 (US $10,000,000 for calendar year 2008 only)
and a swing line facility of US $4,000,000, subject to limitations, (iii) a
Canadian dollar denominated term loan facility under which Lower Lakes Towing
may borrow CDN $41,700,000, (iv) a US dollar denominated term loan facility
under which Grand River may borrow US $22,000,000, (v) a Canadian dollar
denominated "Engine" term loan facility under which Lower Lakes Towing may
borrow CDN $8,000,000.

      Under the Amended and Restated Credit Agreement, the revolving credit
facilities and swing line loans expire on April 1, 2013. The outstanding
principal amount of the Canadian term loan borrowings will be repayable as
follows: (i) quarterly payments of CDN $695,000 commencing September 1, 2008 and
ending March 1, 2013 and (ii) 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 April 1, 2013. The outstanding principal amount of the US
term loan borrowings will be repayable as follows: (i) quarterly payments of US
$366,667 commencing September 1, 2008 and ending on March 1, 2013 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 April 1, 2013. The
outstanding principal amount of the Canadian "Engine" term loan borrowings will
be repayable as follows: (i) quarterly payments of CDN $133,333 commencing
quarterly September 1, 2008 and ending March 1, 2013 and (iii) a final payment
in the outstanding principal amount of the Engine term loan shall be payable
upon the Engine term loan facility's maturity on April 1, 2013.

      Borrowings under the Canadian revolving credit facility and the 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 Amended and Restated Credit
Agreement), plus 2.75% per annum or (ii) the BA Rate (as defined in the Amended
and Restated Credit Agreement) plus 3.75% per annum. Borrowings under the
Canadian swing line facility will bear an interest rate per annum equal to the
Canadian Prime Rate (as defined in the Amended and Restated Credit Agreement),
plus 2.75% per annum. Borrowings under 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 Amended and Restated Credit Agreement) plus 3.75% per annum, or
(ii) the US Base Rate (as defined in the Amended and Restated Credit Agreement),
plus 2.75% per annum. Borrowings under the US swing line facility will bear an
interest rate per annum equal to the US Base Rate (as defined in the Amended and
Restated Credit Agreement), plus 2.75% per annum. Borrowings under the Canadian
"Engine" term loan will bear an interest rate per annum, at the borrowers'
option, equal to (i) the Canadian Prime Rate (as defined in the Amended and
Restated Credit Agreement), plus 4.00% per annum or (ii) the BA Rate (as defined
in the Amended and Restated Credit Agreement) plus 5.00% per annum. The interest
rates shall be adjusted quarterly commencing on the second quarter of fiscal
year 2009 based upon the borrowers' senior debt to EBITDA ratio as calculated in
accordance with the Amended and Restated Credit Agreement.

      Obligations under the Amended and Restated Credit Agreement are secured by
(i) a first priority lien and security interest on all of the borrowers' and
guarantors' assets, tangible or intangible, real, personal or mixed, existing
and newly acquired, (ii) a pledge by Rand LL Holdings of all of the outstanding
capital stock of the borrowers; (iii) a pledge the Registrant of all of the
outstanding capital stock of Rand LL Holdings and Rand Finance. The indebtedness
of each borrower under the Amended and Restated Credit Agreement is
unconditionally guarantied by each other borrower and by the guarantors, and
such guaranty is secured by a lien on substantially all of the assets of each
borrower and each guarantor.

<PAGE>

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

      The Amended and Restated Credit Agreement contains certain covenants,
including those limiting the guarantors, the borrowers, and their subsidiaries'
ability to incur indebtedness, incur liens, sell or acquire assets or
businesses, change the nature of their businesses, engage in transactions with
related parties, make certain investments or pay dividends. In addition, the
Amended and Restated Credit Agreement requires the borrowers to maintain certain
financial ratios. Failure of the borrowers or the guarantors to comply with any
of these covenants or financial ratios could result in the loans under the
Amended and Restated Credit Agreement being accelerated.

      A copy of the Amended and Restated Credit Agreement is attached hereto as
Exhibit 10.53 and is incorporated by reference herein.

ITEM 6. EXHIBITS

The following Exhibits are filed as part of this report.

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

   2.1            Stock Purchase Agreement, dated as of September 2, 2005, among
                  Rand Acquisition Corporation, LL Acquisition Corp. and the
                  stockholders of Lower Lakes Towing Ltd. (Omitted:
                  Appendices-Seller Disclosure Schedule and Purchase Seller
                  Disclosure Schedule; Exhibits - 1) Allocation among Sellers,
                  2) Employment Agreement, 3) Escrow Agreement, 4) Release, 5)
                  Opinion of Sellers' Counsel, 6) Opinion of Rand's and
                  Purchaser's Counsel, 7) Section 116 Escrow Agreement, 8)
                  Company Indebtedness, 9) Seller's Addresses, 10) Working
                  Capital Statement, 11) Management Bonus Program, 12) Sellers
                  Several Liability Allocation, 13) Financing Commitments (filed
                  separately), 14) Bonus Program Participant Agreement and 15)
                  Redemption Agreement). (1)
   2.2            Amendment to Stock Purchase Agreement, dated December 29,
                  2005. (2)
   2.3            Amendment to Stock Purchase Agreement, dated January 27, 2006.
                  (3)
   2.4            Amendment to Stock Purchase Agreement, dated February 27,
                  2006. (4)
   3.1            Amended and Restated Certificate of Incorporation, filed with
                  the Secretary of State of the State of Delaware on March 3,
                  2006. (7)
   3.1.1          Amended and Restated Certificate of Designations, filed with
                  the Secretary of State of the State of Delaware on August 8,
                  2006. (10)
   3.2.1          Second Amended and Restated By-laws. (17)
   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)

<PAGE>

   10.5           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Natalie Lynn Levy Irrevocable Trust. (5)
   10.6           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Michael Benjamin Levy Irrevocable Trust. (5)
   10.7           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Jessica Rose Levy Irrevocable Trust. (5)
   10.8           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Jane Levy. (5)
   10.9           Form of Investment Management Trust Agreement between
                  Continental Stock Transfer & Trust Company and the Registrant.
                  (5)
   10.10          Form of Stock Escrow Agreement between the Registrant,
                  Continental Stock Transfer & Trust Company and the Founders.
                  (5)
   10.11          Form of Letter Agreement between ProChannel Management LLC and
                  Registrant regarding administrative support. (5)
   10.12          Promissory Note, dated June 10, 2004, in the principal amount
                  of $70,000 issued to Laurence S. Levy. (5)
   10.13          Registration Rights Agreement among the Registrant and the
                  Founders. (5)
   10.14          Form of Warrant Purchase Agreements among each of Laurence S.
                  Levy, Isaac Kier and Sandeep D. Alva and EarlyBirdCapital,
                  Inc. (5)
   10.15          Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Rand Management LLC. (5)
   10.16          Preferred Stock Purchase Agreement, dated September 2, 2005,
                  by and between Knott Partners LP, Matterhorn Offshore Fund
                  Ltd., Anno LP, Good Steward Fund Ltd., Bay II Resources
                  Partners, Bay Resource Partners L.P., Bay Resource Partners
                  Offshore Fund Ltd., Thomas E. Claugus and Rand Acquisition
                  Corporation. (1)
   10.17          Financing Commitment, dated August 22, 2005, between GE
                  Commercial & Industrial Finance, Inc. and Rand Acquisition
                  Corporation. (1)
   10.18          Credit Agreement, dated as of March 3, 2006, among Lower Lakes
                  Towing Ltd., Lower Lakes Transportation Company, Grand River
                  Navigation Company, Inc, the other Credit Parties signatory
                  thereto, General Electric Capital Corporation as a US Lender
                  and as Agent for the Secured Parties and the other Lenders
                  signatory thereto from time to time, and GE Canada Finance
                  Holding Company, as a Canadian Lender and the other Lenders
                  signatory thereto from time to time. (14)
   10.19          Employment Agreement, dated March 3, 2006, between Scott
                  Bravener and Lower Lakes Towing Ltd. (7)
   10.20          Employment Agreement, dated March 3, 2006, between James
                  Siddall and Lower Lakes Towing Ltd. (7)
   10.21          Management Bonus Plan, dated March 3, 2006. (7)
   10.22          Stock Purchase Agreement, dated July 20, 2006, by and among
                  Rand Logistics, Inc. and Islandia L.P., Knott Partners L.P.,
                  Matterhorn Offshore Fund Ltd., CommonFund Hedged Equity
                  Company, Shoshone Partners, LP, Finderne, LLC, Good Steward
                  Trading Company SPC, Mulsanne LP, The Hummingbird Value Fund
                  LP, The Hummingbird Microcap Value Fund LP, Terrier Partners
                  L.P., Performance Partners, LP, Performance Partners, Ltd.,
                  WTC-CIF Micro Cap Equity Portfolio, WTC-CTF Micro Cap Equity
                  Portfolio, WTC-CIF Global Infrastructure Portfolio, Ratheon
                  Master Pension Trust, Clariden-LUX Infrastructure Fund,
                  Wynnefield Partners Small Cap Value, LP, Wynnefield Partners
                  Small Cap Value, LP I, and Wynnefield Small Cap Value Offshore
                  Fund, Ltd. (8)
   10.23          Time Charter Agreement, dated as of August 1, 2006, between
                  Lower Lakes Transportation Company and Wisconsin & Michigan
                  Steamship Company. (8)
   10.24          Guaranty, dated as of August 1, 2006, by Rand Logistics, Inc.
                  in favor of Wisconsin & Michigan Steamship Company. (8)
   10.25          Time Charter Guaranty, dated as of August 1, 2006, by Rand LL
                  Holdings Corp. in favor of Wisconsin & Michigan Steamship
                  Company. (8)
   10.26          Senior Subordinated Note Purchase Agreement, dated August 1,
                  2006, by and among Wisconsin & Michigan Steamship Company,
                  Rand Finance Corp. and Oglebay Norton Marine Services Company,
                  LLC.(8)
   10.27          First Amendment Credit Agreement, dated as of August 1, 2006,
                  among Lower Lakes Towing Ltd., Lower Lakes Transportation

<PAGE>

                  Company, Grand River Navigation Company, Inc, the other Credit
                  Parties signatory thereto, General Electric Capital
                  Corporation as a US Lender and as Agent for the Secured
                  Parties and the other Lenders signatory thereto from time to
                  time, and GE Canada Finance Holding Company, as a Canadian
                  Lender and the other Lenders signatory thereto from time to
                  time. (8)
   10.28          Award Agreement, dated October 11, 2006, between Rand
                  Logistics, Inc. and Edward Levy. (10)
   10.29          Award Agreement, dated October 11, 2006, between Rand
                  Logistics, Inc. and Edward Levy. (10)
   10.30          Award Agreement, dated October 11, 2006, between Rand
                  Logistics, Inc. and Laurence S. Levy. (10)
   10.31          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and Scott F. Bravener. (10)
   10.32          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and Joseph W. McHugh, Jr. (10)
   10.33          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and James W. Siddall. (10)
   10.34          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and Jeffrey P. Botham. (10)
   10.35          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and Isaac Kier. (10)
   10.36          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and Jonathan Brodie. (10)
   10.37          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and H. Cabot Lodge III. (10)
   10.38          Restricted Share Award Agreement, dated January 17, 2007
                  between Rand Logistics, Inc. and Laurence S. Levy. (11)
   10.39          Restricted Share Award Agreement, dated January 17, 2007
                  between Rand Logistics, Inc. and Edward Levy. (11)
   10.40          Vessel Sale Agreement, dated as of March 23, 2007, between
                  Grand River Navigation Company, Inc. and Lake Service Shipping
                  Co. (12)
   10.41          Third Amendment to Credit Agreement, dated as of March 23,
                  2007, among Lower Lakes Towing Ltd., Lower Lakes
                  Transportation Company, Grand River Navigation Company, Inc,
                  the other Credit Parties signatory thereto, General Electric
                  Capital Corporation as a US Lender and as Agent for the
                  Secured Parties and the other Lenders signatory thereto from
                  time to time, and GE Canada Finance Holding Company, as a
                  Canadian Lender and the other Lenders signatory thereto from
                  time to time. (12)
   10.42          Warrant Exercise Agreement, dated April 30, 2007, among Rand
                  Logistics, Inc. and Knott Partners, LP, Knott Partners
                  Offshore Master Fund, LP, CommonFund Hedged Equity Company,
                  Shoshone Partners, LP, Finderne, LLC, Good Steward Trading
                  Company SPC, and Leonard & Margaret Frierman. (14)
   10.43          Fourth Amendment to Credit Agreement, dated as of June 26,
                  2007, among Lower Lakes Towing Ltd., Lower Lakes
                  Transportation Company, Grand River Navigation Company, Inc,
                  the other Credit Parties signatory thereto, General Electric
                  Capital Corporation as a US Lender and as Agent for the
                  Secured Parties and the other Lenders signatory thereto from
                  time to time, and GE Canada Finance Holding Company, as a
                  Canadian Lender. (15)
   10.44          First Amendment Agreement to Time Charter Guaranty, dated as
                  of June 27, 2007, between Rand LL Holdings Corp. and Wisconsin
                  & Michigan Steamship Company. (16)
   10.45          Crew Manning Agreement, dated August 27, 2007, between Lower
                  Lakes Towing Ltd. and Voyageur Marine Transport Ltd.(16)
   10.46          Contract of Affreightment, dated August 27, 2007, between
                  Voyageur Marine Transport Ltd., Voyageur Maritime Trading Inc.
                  and Lower Lakes Towing Ltd.(17)
   10.47          Option Agreement, dated August 27, 2007, between Lower Lakes
                  Towing Ltd. and Voyageur Maritime Trading Inc.(16)
   10.48          Fifth Amendment to Credit Agreement, dated as of August 27,
                  2007, by and among Lower Towing Ltd., Lower Lakes
                  Transportation Company, Grand River Navigation Company, Inc.,

<PAGE>

                  the other Credit Parties signatory thereto, General Electric
                  Capital Corporation, as a US Lender and as Agent, and GE
                  Canada Finance Holding Company, as a CDN Lender.(16)
   10.49          Memorandum of Agreement, dated August 27, 2007, between
                  Voyageur Marine Transport Ltd., Voyageur Pioneer Marine Inc.
                  and Lower Lakes Towing Ltd.(17)
   10.50          Guarantee, dated August 27, 2007, between Lower Lakes Towing
                  Ltd. And GE Canada Finance Holding Company.(16)
   10.51          Letter of Credit Agreement, dated August 27, 2007, between
                  Lower Lakes Towing Ltd. and Heddle Marine Service Inc.(16)
   10.52          Vessel Purchase Agreement, dated as of February 13, 2008 among
                  Wisconsin & Michigan Steamship Company and Grand River
                  Navigation Company, Inc and Rand LL Holdings Corp. (18)
   10.53          Amended and Restated Credit Agreement, dated as of February
                  13, 2008, among Lower Lakes Towing Ltd., Lower Lakes
                  Transportation Company, Grand River Navigation Company, Inc.,
                  the other credit parties signatory thereto, General Electric
                  Capital Corporation, as Agent, National City Bank, as a Lender
                  and as Co-Syndication Agent and the other Lenders signatory
                  thereto from time to time. (18)
   14             Code of Ethics. (6)
   21             Subsidiaries of Rand. (15)
   31.1           Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002. (18)
   31.2           Certification of Chief Financial Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002. (18)
   32.1           Certification of Chief Executive Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002. (18)
   32.2           Certification of Chief Financial Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002. (18)
   99.1           Risk Factors. (18)

(1)         Incorporated by reference to the Registrant's Amended Quarterly
            Report on Form 10-QSB/A, filed with the Securities and Exchange
            Commission on January 20, 2006.
(2)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on January 3,
            2006.
(3)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on January
            31, 2006.

(4)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on March 1,
            2006.
(5)         Incorporated by reference to the Registrant's Registration Statement
            on Form S-1 (SEC File No. 333-117051).
(6)         Incorporated by reference to the Registrant's Annual Report on Form
            10-KSB, filed with the Securities and Exchange Commission on March
            31, 2005.
(7)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on March 9,
            2006.
(8)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on August 2,
            2006.
(9)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on August 10,
            2006.
(10)        Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on August 19,
            2006.
(11)        Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on January
            18, 2007.
(12)        Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on March 26,
            2007.
(13)        Incorporated by reference to the Registrant's Current Report on Form
            8-K/A, filed with the Securities and Exchange Commission on April
            25, 2007.
(14)        Incorporated by reference to the Registrant's Current Report on Form
            8-K/A, filed with the Securities and Exchange Commission on May 10,
            2007.
(15)        Incorporated by reference to the Registrant's Annual Report on Form
            10-KSB, filed with the Securities and Exchange Commission on June
            29, 2007.

<PAGE>

(16)        Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on August 31,
            2007.
(17)        Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on December
            12, 2007.
(18)        Filed herewith.

<PAGE>

                                   SIGNATURES

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

                                                    RAND LOGISTICS, INC.
                                                    (Registrant)


Date: February 14, 2008                             /s/ Laurence S. Levy
      -----------------                             ----------------------------
                                                    Laurence S. Levy
                                                    Chief Executive Officer


Date: February 14, 2008                             /s/ Joseph W. McHugh, Jr.
      -----------------                             ----------------------------
                                                    Joseph W. McHugh, Jr.
                                                    Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

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

   2.1            Stock Purchase Agreement, dated as of September 2, 2005, among
                  Rand Acquisition Corporation, LL Acquisition Corp. and the
                  stockholders of Lower Lakes Towing Ltd. (Omitted:
                  Appendices-Seller Disclosure Schedule and Purchase Seller
                  Disclosure Schedule; Exhibits - 1) Allocation among Sellers,
                  2) Employment Agreement, 3) Escrow Agreement, 4) Release, 5)
                  Opinion of Sellers' Counsel, 6) Opinion of Rand's and
                  Purchaser's Counsel, 7) Section 116 Escrow Agreement, 8)
                  Company Indebtedness, 9) Seller's Addresses, 10) Working
                  Capital Statement, 11) Management Bonus Program, 12) Sellers
                  Several Liability Allocation, 13) Financing Commitments (filed
                  separately), 14) Bonus Program Participant Agreement and 15)
                  Redemption Agreement). (1)
   2.2            Amendment to Stock Purchase Agreement, dated December 29,
                  2005. (2)
   2.3            Amendment to Stock Purchase Agreement, dated January 27, 2006.
                  (3)
   2.4            Amendment to Stock Purchase Agreement, dated February 27,
                  2006. (4)
   3.1            Amended and Restated Certificate of Incorporation, filed with
                  the Secretary of State of the State of Delaware on March 3,
                  2006. (7)
   3.1.1          Amended and Restated Certificate of Designations, filed with
                  the Secretary of State of the State of Delaware on August 8,
                  2006. (10)
   3.2.1          Second Amended and Restated By-laws. (17)
   4.1            Specimen Unit Certificate. (5)
   4.2            Specimen Common Stock Certificate. (5)
   4.3            Specimen Warrant Certificate. (5)
   4.4            Form of Unit Purchase Option granted to EarlyBirdCapital, Inc.
                  (5)
   4.5            Form of Warrant Agreement between Continental Stock Transfer &
                  Trust Company and the Registrant. (5)
   10.1           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Laurence S. Levy. (5)
   10.2           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Isaac Kier. (1)
   10.3           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Sandeep D. Alva. (5)
   10.4           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Falcon Partners Holdings, LLC. (5)
   10.5           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Natalie Lynn Levy Irrevocable Trust. (5)
   10.6           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Michael Benjamin Levy Irrevocable Trust. (5)
   10.7           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Jessica Rose Levy Irrevocable Trust. (5)
   10.8           Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Jane Levy. (5)
   10.9           Form of Investment Management Trust Agreement between
                  Continental Stock Transfer & Trust Company and the Registrant.
                  (5)
   10.10          Form of Stock Escrow Agreement between the Registrant,
                  Continental Stock Transfer & Trust Company and the Founders.
                  (5)
   10.11          Form of Letter Agreement between ProChannel Management LLC and
                  Registrant regarding administrative support. (5)
   10.12          Promissory Note, dated June 10, 2004, in the principal amount
                  of $70,000 issued to Laurence S. Levy. (5)
   10.13          Registration Rights Agreement among the Registrant and the
                  Founders. (5)
   10.14          Form of Warrant Purchase Agreements among each of Laurence S.
                  Levy, Isaac Kier and Sandeep D. Alva and EarlyBirdCapital,
                  Inc. (5)
   10.15          Letter Agreement among the Registrant, EarlyBirdCapital, Inc.
                  and Rand Management LLC. (5)
   10.16          Preferred Stock Purchase Agreement, dated September 2, 2005,
                  by and between Knott Partners LP, Matterhorn Offshore Fund

<PAGE>

                  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
                  thereto, General Electric Capital Corporation as a US Lender
                  and as Agent for the Secured Parties and the other Lenders
                  signatory thereto from time to time, and GE Canada Finance
                  Holding Company, as a Canadian Lender and the other Lenders
                  signatory thereto from time to time. (14)
   10.19          Employment Agreement, dated March 3, 2006, between Scott
                  Bravener and Lower Lakes Towing Ltd. (7)
   10.20          Employment Agreement, dated March 3, 2006, between James
                  Siddall and Lower Lakes Towing Ltd. (7)
   10.21          Management Bonus Plan, dated March 3, 2006. (7)
   10.22          Stock Purchase Agreement, dated July 20, 2006, by and among
                  Rand Logistics, Inc. and Islandia L.P., Knott Partners L.P.,
                  Matterhorn Offshore Fund Ltd., CommonFund Hedged Equity
                  Company, Shoshone Partners, LP, Finderne, LLC, Good Steward
                  Trading Company SPC, Mulsanne LP, The Hummingbird Value Fund
                  LP, The Hummingbird Microcap Value Fund LP, Terrier Partners
                  L.P., Performance Partners, LP, Performance Partners, Ltd.,
                  WTC-CIF Micro Cap Equity Portfolio, WTC-CTF Micro Cap Equity
                  Portfolio, WTC-CIF Global Infrastructure Portfolio, Ratheon
                  Master Pension Trust, Clariden-LUX Infrastructure Fund,
                  Wynnefield Partners Small Cap Value, LP, Wynnefield Partners
                  Small Cap Value, LP I, and Wynnefield Small Cap Value Offshore
                  Fund, Ltd. (8)
   10.23          Time Charter Agreement, dated as of August 1, 2006, between
                  Lower Lakes Transportation Company and Wisconsin & Michigan
                  Steamship Company. (8)
   10.24          Guaranty, dated as of August 1, 2006, by Rand Logistics, Inc.
                  in favor of Wisconsin & Michigan Steamship Company. (8)
   10.25          Time Charter Guaranty, dated as of August 1, 2006, by Rand LL
                  Holdings Corp. in favor of Wisconsin & Michigan Steamship
                  Company. (8)
   10.26          Senior Subordinated Note Purchase Agreement, dated August 1,
                  2006, by and among Wisconsin & Michigan Steamship Company,
                  Rand Finance Corp. and Oglebay Norton Marine Services Company,
                  LLC.(8)
   10.27          First Amendment Credit Agreement, dated as of August 1, 2006,
                  among Lower Lakes Towing Ltd., Lower Lakes Transportation
                  Company, Grand River Navigation Company, Inc, the other Credit
                  Parties signatory thereto, General Electric Capital
                  Corporation as a US Lender and as Agent for the Secured
                  Parties and the other Lenders signatory thereto from time to
                  time, and GE Canada Finance Holding Company, as a Canadian
                  Lender and the other Lenders signatory thereto from time to
                  time. (8)
   10.28          Award Agreement, dated October 11, 2006, between Rand
                  Logistics, Inc. and Edward Levy. (10)
   10.29          Award Agreement, dated October 11, 2006, between Rand
                  Logistics, Inc. and Edward Levy. (10)
   10.30          Award Agreement, dated October 11, 2006, between Rand
                  Logistics, Inc. and Laurence S. Levy. (10)
   10.31          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and Scott F. Bravener. (10)
   10.32          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and Joseph W. McHugh, Jr. (10)
   10.33          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and James W. Siddall. (10)
   10.34          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and Jeffrey P. Botham. (10)
   10.35          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and Isaac Kier. (10)
   10.36          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and Jonathan Brodie. (10)

<PAGE>

   10.37          Award Agreement, dated October 18, 2006, between Rand
                  Logistics, Inc. and H. Cabot Lodge III. (10)
   10.38          Restricted Share Award Agreement, dated January 17, 2007
                  between Rand Logistics, Inc. and Laurence S. Levy. (11)
   10.39          Restricted Share Award Agreement, dated January 17, 2007
                  between Rand Logistics, Inc. and Edward Levy. (11)
   10.40          Vessel Sale Agreement, dated as of March 23, 2007, between
                  Grand River Navigation Company, Inc. and Lake Service Shipping
                  Co. (12)
   10.41          Third Amendment to Credit Agreement, dated as of March 23,
                  2007, among Lower Lakes Towing Ltd., Lower Lakes
                  Transportation Company, Grand River Navigation Company, Inc,
                  the other Credit Parties signatory thereto, General Electric
                  Capital Corporation as a US Lender and as Agent for the
                  Secured Parties and the other Lenders signatory thereto from
                  time to time, and GE Canada Finance Holding Company, as a
                  Canadian Lender and the other Lenders signatory thereto from
                  time to time. (12)
   10.42          Warrant Exercise Agreement, dated April 30, 2007, among Rand
                  Logistics, Inc. and Knott Partners, LP, Knott Partners
                  Offshore Master Fund, LP, CommonFund Hedged Equity Company,
                  Shoshone Partners, LP, Finderne, LLC, Good Steward Trading
                  Company SPC, and Leonard & Margaret Frierman. (14)
   10.43          Fourth Amendment to Credit Agreement, dated as of June 26,
                  2007, among Lower Lakes Towing Ltd., Lower Lakes
                  Transportation Company, Grand River Navigation Company, Inc,
                  the other Credit Parties signatory thereto, General Electric
                  Capital Corporation as a US Lender and as Agent for the
                  Secured Parties and the other Lenders signatory thereto from
                  time to time, and GE Canada Finance Holding Company, as a
                  Canadian Lender. (15)
   10.44          First Amendment Agreement to Time Charter Guaranty, dated as
                  of June 27, 2007, between Rand LL Holdings Corp. and Wisconsin
                  & Michigan Steamship Company. (16)
   10.45          Crew Manning Agreement, dated August 27, 2007, between Lower
                  Lakes Towing Ltd. and Voyageur Marine Transport Ltd.(16)
   10.46          Contract of Affreightment, dated August 27, 2007, between
                  Voyageur Marine Transport Ltd., Voyageur Maritime Trading Inc.
                  and Lower Lakes Towing Ltd.(17)
   10.47          Option Agreement, dated August 27, 2007, between Lower Lakes
                  Towing Ltd. and Voyageur Maritime Trading Inc.(16)
   10.48          Fifth Amendment to Credit Agreement, dated as of August 27,
                  2007, by and among Lower Towing Ltd., Lower Lakes
                  Transportation Company, Grand River Navigation Company, Inc.,
                  the other Credit Parties signatory thereto, General Electric
                  Capital Corporation, as a US Lender and as Agent, and GE
                  Canada Finance Holding Company, as a CDN Lender.(16)
   10.49          Memorandum of Agreement, dated August 27, 2007, between
                  Voyageur Marine Transport Ltd., Voyageur Pioneer Marine Inc.
                  and Lower Lakes Towing Ltd.(17)
   10.50          Guarantee, dated August 27, 2007, between Lower Lakes Towing
                  Ltd. And GE Canada Finance Holding Company.(16)
   10.51          Letter of Credit Agreement, dated August 27, 2007, between
                  Lower Lakes Towing Ltd. and Heddle Marine Service Inc.(16)
   10.52          Vessel Purchase Agreement, dated as of February 14, 2008 among
                  Wisconsin & Michigan Steamship Company and Grand River
                  Navigation Company, Inc and Rand LL Holdings Corp. (18)
   10.53          Amended and Restated Credit Agreement, dated as of February
                  14, 2008, among Lower Lakes Towing Ltd., Lower Lakes
                  Transportation Company, Grand River Navigation Company, Inc.,
                  the other credit parties signatory thereto, General Electric
                  Capital Corporation, as Agent, National City Bank, as a Lender
                  and as Co-Syndication Agent and the other Lenders signatory
                  thereto from time to time. (18)
   14             Code of Ethics. (6)
   21             Subsidiaries of Rand. (15)
   31.1           Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002. (18)
   31.2           Certification of Chief Financial Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002. (18)

<PAGE>

   32.1           Certification of Chief Executive Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002. (18)
   32.2           Certification of Chief Financial Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002. (18)
   99.1           Risk Factors. (18)

(1)         Incorporated by reference to the Registrant's Amended Quarterly
            Report on Form 10-QSB/A, filed with the Securities and Exchange
            Commission on January 20, 2006.
(2)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on January 3,
            2006.
(3)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on January
            31, 2006.

(4)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on March 1,
            2006.
(5)         Incorporated by reference to the Registrant's Registration Statement
            on Form S-1 (SEC File No. 333-117051).
(6)         Incorporated by reference to the Registrant's Annual Report on Form
            10-KSB, filed with the Securities and Exchange Commission on March
            31, 2005.
(7)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on March 9,
            2006.
(8)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on August 2,
            2006.
(9)         Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on August 10,
            2006.
(10)        Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on August 19,
            2006.
(11)        Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on January
            18, 2007.
(12)        Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on March 26,
            2007.
(13)        Incorporated by reference to the Registrant's Current Report on Form
            8-K/A, filed with the Securities and Exchange Commission on April
            25, 2007.
(14)        Incorporated by reference to the Registrant's Current Report on Form
            8-K/A, filed with the Securities and Exchange Commission on May 10,
            2007.
(15)        Incorporated by reference to the Registrant's Annual Report on Form
            10-KSB, filed with the Securities and Exchange Commission on June
            29, 2007.
(16)        Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on August 31,
            2007.
(17)        Incorporated by reference to the Registrant's Current Report on Form
            8-K, filed with the Securities and Exchange Commission on December
            12, 2007.
(18)        Filed herewith.