Exhibit 31.2

                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                 CERTIFICATIONS

I, Joseph W. McHugh, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Rand Logistics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

           (a) Designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           small business issuer, including its consolidated subsidiaries, is
           made known to us by others within those entities, particularly during
           the period in which this report is being prepared;

           (b) Evaluated the effectiveness of the small business issuer's
           disclosure controls and procedures and presented in this report our
           conclusions about the effectiveness of the disclosure controls and
           procedures, as of the end of the period covered by this report based
           on such evaluation; and

           (c) Disclosed in this report any change in the small business
           issuer's internal control over financial reporting that occurred
           during the small business issuer's most recent fiscal quarter (the
           small business issuer's fourth fiscal quarter in the case of an
           annual report) that has materially affected, or is reasonably likely
           to materially affect, the small business issuer's internal control
           over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

           (a) All significant deficiencies and material weaknesses in the
           design or operation of internal control over financial reporting
           which are reasonably likely to adversely affect the small business
           issuer's ability to record, process, summarize and report financial
           information; and

           (b) Any fraud, whether or not material, that involves management or
           other employees who have a significant role in the small business
           issuer's internal control over financial reporting.

Date: February 14, 2008

                               /s/ Joseph W. McHugh, Jr.
                               -------------------------------------------------
                               Joseph W. McHugh, Jr.
                               Chief Financial Officer