**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**






[x]  
       QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934






For
      the
      quarterly period ended: March 31, 2006






[
      ]    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934






For
      the
      transition period from ___________ to  _____________






Commission
      File Number: 000-50283







**RADIANT
      LOGISTICS, INC.******


**(Exact
      Name of Registrant as Specified in Its Charter)**





Delaware
            04-3625550(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            (IRS
                Employer Identification No.)





1227
      120thAvenue
      N.E., Bellevue, WA 98005


Address
      of
      Principal Executive Offices)





(425)
      943-4599


(Issuer’s
      Telephone Number, including Area Code)





N/A


(Former
      Name, Former Address, and Former Fiscal Year, if Changed Since Last
      Report)





Indicate
      by check mark whether the registrant (1) has 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 large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definitions of "accelerated
      filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
                accelerated filer [ ]
            Accelerated
                filer [ ]
            Non-accelerated
                filer
                [x]





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





APPLICABLE
      ONLY TO CORPORATE ISSUERS





Indicate
      the number of shares outstanding of each of the registrant’s classes of common
      stock, as of the latest practicable date: There were 33,611,639 issued and
      outstanding shares of the registrant’s common stock, par value $.001 per share,
      as of May 8, 2006.







**RADIANT
      LOGISTICS, INC.**






**(f/k/a
      Golf Two, Inc.)**






**TABLE
      OF CONTENTS**




PART
                I. FINANCIAL INFORMATIONItem
                1.
            
            Condensed
                Financial Statements - UnauditedCondensed
                Consolidated Balance Sheets at March 31, 2006and
                December 31, 2005
            
            
            3Condensed
                Consolidated Statements of OperationsThree
                months ended March 31, 2006 and 2005
            
            
            4Condensed
                Consolidated Statements of Stockholders’ Equity
            
            
            5Condensed
                Consolidated Statements of Cash FlowsThree
                months ended March 31, 2006 and 2005
            
            
            6Notes
                to Condensed Consolidated Financial Statements
            
            
            7Item
                2.
            
            Management’s
                Discussion and Analysis of Financial Conditions and Results of
                Operations
            
            
            15Item
                3.
            
            Quantitative
                and Qualitative Disclosures about Market Risk
            
            
            23Item
                4.
            
            Controls
                and Procedures
            
            
            23PART
                II OTHER INFORMATIONItem
                1.
            
            Legal
                Proceedings
            
            
            24Item
                1A.
            
            Risk
                Factors
            
            
            24Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            
            24Item
                3.
            
            Defaults
                Upon Senior Securities
            
            
            24Item
                4.
            
            Submission
                of Matter to a Vote of Security Holders
            
            
            24Item
                5.
            
            Other
                Information
            
            
            24Item
                6.
            
            Exhibits
            
            
            24










2





**RADIANT
      LOGISTICS, INC.**


**(f/k/a
      Golf Two, Inc.)**


**Condensed
      Consolidated Balance Sheets**




ASSETSMarch
                  31,
              
              
              December
                  31,2006
              
              
              2005(unaudited)Current
                  assets -Cash
                  and cash equivalents
              
              $
              730,613
              
              $
              5,266,451Accounts
                  receivable, net of allowance
              
              
              6,622,257
              
              
              -for
                  doubtful accounts of approximately $353,000Other
                  receivables
              
              
              102,637
              
              
              25,055Prepaid
                  expenses and other current assets
              
              
              183,186
              
              
              -Total
                  current assets
              
              
              7,638,693
              
              
              5,291,506Goodwill
                  and acquired intangibles, net
              
              
              7,676,722
              
              
              -Furniture
                  and equipment, net
              
              
              242,103
              
              
              -Employee
                  loan receivable
              
              
              119,900
              
              
              -Investment
                  in real estate
              
              
              20,000
              
              
              -Deposits
                  and other assets
              
              
              55,602
              
              
              15,907$
              15,753,020
              
              $
              5,307,413LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  liabilities -Accounts
                  payable
              
              $
              3,979,039
              
              $
              -Accrued
                  transportation costs
              
              
              1,062,362
              
              
              -Commissions
                  payable
              
              
              249,586
              
              
              -Other
                  accrued costs
              
              
              536,013
              
              
              148,388Income
                  taxes payable
              
              
              1,009,135
              
              
              -Total
                  current liabilities
              
              
              6,836,135
              
              
              148,388Long
                  term debt
              
              
              1,781,070
              
              
              -Deferred
                  tax liability
              
              
              874,412
              
              
              -Total
                  liabilities
              
              
              9,491,617
              
              
              148,388Commitments
                  & contingencies
              
              
              -
              
              
              -Stockholders'
                  equity:Preferred
                  stock, $0.001 par value, 5,000,000 shares authorized;no
                  shares issued or outstanding
              
              
              -
              
              
              -Common
                  stock, $0.001 par value, 50,000,000 shares authorized;33,611,639
                  issued and outstanding
              
              
              15,067
              
              
              12,590Additional
                  paid-in capital
              
              
              6,615,719
              
              
              5,488,707Accumulated
                  deficit
              
              
              (369,383
              )
              
              (342,272
              )Total
                  Stockholders’ equity
              
              
              6,261,403
              
              
              5,159,025$
              15,753,020
              
              $
              5,307,413





The
      accompanying notes form an integral part of these condensed consolidated
      financial statements.


3




**RADIANT
      LOGISTICS, INC.**


**(f/k/a
      Golf Two, Inc.)**


**Condensed
      Consolidated Statements of Operations**


**(unaudited)**




FOR
                  THE THREE MONTHS ENDED MARCH 31,2006
              
              
              2005Revenue
              
              $
              11,842,717
              
              $
              -Cost
                  of transportation
              
              
              7,479,707
              
              
              -Net
                  revenues
              
              
              4,363,010
              
              
              -Agent
                  Commissions
              
              
              3,197,709
              
              
              -Personnel
                  costs
              
              
              639,087
              
              
              -Selling,
                  general and administrative expenses
              
              
              447,008
              
              
              13,830Depreciation
                  and amortization
              
              
              206,103
              
              
              -Loss
                  from operations
              
              
              (126,897
              )
              
              (13,830
              )Other
                  income (expense):Interest
                  income
              
              
              11,466
              
              
              -Interest
                  expense
              
              
              (13,324
              )
              
              (500
              )Loss
                  before income tax expense (benefit)
              
              
              (128,755
              )
              
              (14,330
              )Income
                  tax expense (benefit)
              
              
              (101,645
              )
              
              -Net
                  loss
              
              $
              (27,110
              )
              $
              (14,330
              )Net
                  loss per common share - basic and diluted
              
              $
              0.00
              
              $
              0.00Weighted
                  average basic and dilutedcommon
                  shares outstanding
              
              
              32,754,957
              
              
              25,964,179







The
      accompanying notes form an integral part of these condensed consolidated
      financial statements.










4




**RADIANT
      LOGISTICS, INC.**


**(f/k/a
      Golf Two, Inc.)**


**Condensed
      Consolidated Statement of Stockholders’ Equity**





ADDITIONAL
              
              
              
              TOTALCOMMON
                  STOCK
              
              
              PAID-IN
              
              
              ACCUMULATED
              
              
              STOCKHOLDERS'SHARES
              
              
              AMOUNT
              
              
              CAPITAL
              
              
              DEFICIT
              
              
              EQUITYBalance
                  at January 1, 2006
              
              
              31,135,849
              
              $
              12,590
              
              $
              5,488,708
              
              $
              (342,273
              )
              $
              5,159,025Issuance
                  of common stock for cashat
                  $0.44 per share (January 2006)(unaudited)
              
              
              1,009,093
              
              
              1,010
              
              
              442,673
              
              
              -
              
              
              443,683Issuance
                  of common stock for cashat
                  $0.44 per share (February 2006)(unaudited)
              
              
              1,466,697
              
              
              1,467
              
              
              641,528
              
              
              -
              
              
              642,995Share
                  based compensation
              
              
              -
              
              
              -
              
              
              42,810
              
              
              -
              
              
              42,810Net
                  loss for the three months endedMarch
                  31, 2006 (unaudited)
              
              
              -
              
              
              -
              
              
              -
              
              
              (27,110
              )
              
              (27,110
              )Balance
                  at March 31, 2006
              
              
              33,611,639
              
              $
              15,067
              
              $
              6,615,719
              
              $
              (369,383
              )
              $
              6,261,403









The
      accompanying notes form an integral part of these condensed consolidated
      financial statements.




5




**RADIANT
      LOGISTICS, INC.**


**(f/k/a
      Golf Two, Inc.)**


**Condensed
      Consolidated Statements of Cash Flows**


**(unaudited)**






FOR
                  THE THREE MONTHS ENED
                MARCH
                  31,2006
              
              
              2005CASH
                  FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:Net
                  loss
              
              $
              (27,110
              )
              $
              (14,330
              )ADJUSTMENTS
                  TO RECONCILE NET LOSS TO NET CASHPROVIDED
                  BY (USED FOR) OPERATING ACTIVITIES:non-cash
                  contribution to capital (rent)
              
              
              -
              
              
              300non-cash
                  compensation expense (stock options)
              
              
              42,810
              
              
              -amortization
                  of intangibles
              
              
              170,200
              
              
              -depreciation
                  and amortization
              
              
              (21,965
              )
              
              -allowance
                  for doubtful accounts
              
              
              135,000
              
              
              -CHANGE
                  IN ASSETS AND LIABILITIES -Prepaid
                  expenses and other current assets
              
              
              1,672,183
              
              
              -accounts
                  payable and accrued expenses
              
              
              (2,223,497
              )
              
              4,247Total
                  adjustments
              
              
              (225,269
              )
              
              4,457Net
                  cash provided by (used for)operating
                  activities
              
              
              (252,379
              )
              
              (9,783
              )CASH
                  FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES:Acquisition
                  of Airgroup, net of acquired cash (See Note 3)
              
              
              (7,302,220
              )
              
              -Proceeds
                  from sale of investments
              
              
              208,236
              
              
              -Net
                  cash used for investing
              
              
              (7,093,984
              )
              
              -CASH
                  FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES:Proceeds
                  from notes payable, stockholders
              
              
              24,909Proceeds
                  from issuance of common stock
              
              
              1,086,679
              
              
              -Net
                  proceeds from credit facility
              
              
              1,281,070
              
              
              -Payment
                  of credit facility fees
              
              
              (57,224
              )
              
              -Long
                  term debt for acquisition
              
              
              500,000
              
              
              -Net
                  cash provided by financing activities
              
              
              2,810,525
              
              
              24,909NET
                  INCREASE (DECREASE) IN CASH
              
              
              (4,535,838
              )
              
              15,126CASH,
                  BEGINNING OF THE PERIOD
              
              
              5,266,451
              
              
              19,487CASH,
                  END OF PERIOD
              
              $
              730,613
              
              $
              34,613SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:Income
                  taxes paid
              
              $
              524,907
              
              $
              800Interest
                  paid
              
              $
              13,324
              
              $
              -





The
      accompanying notes form an integral part of these condensed consolidated
      financial statements.





6




**RADIANT
      LOGISTICS, INC.**


**(f/k/a
      Golf Two, Inc.)**


**Condensed
      Consolidated Statements of Cash Flows**


**(unaudited)**










**Supplemental
      disclosure of non-cash financing activities:**





In
      the
      first quarter of 2005, an officer of the Company provides office space to the
      Company for $100 per month on a month-to-month basis, which was recorded as
      a
      contribution to capital. Total office expense for the three months ended March
      31, 2005 amounted to $300.







On
      March
      1, 2005, the Company was loaned $24,909 by a stockholder in exchange for a
      promissory note which was non-interest bearing. Interest was not imputed as
      the
      amount would be immaterial to the financial position at March 31, 2005 and
      results of operations over the 5 years of accretion .




7




**RADIANT
      LOGISTICS, INC.**


**(f/k/a
      Golf Two, Inc.)**


**Notes
      to Condensed Consolidated Financial Statements**


**(unaudited)**






**NOTE
      1 - NATURE OF OPERATION AND BASIS OF PRESENTATION**




**General**





Radiant
      Logistics, Inc. (formerly known as “Golf Two, Inc”) (the “Company”) was formed
      under the laws of the state of Delaware on March 15, 2001 and from inception
      through the third quarter of 2005, the Company's principal business strategy
      focused on the development of retail golf stores. In October 2005, our
      management team consisting of Bohn H. Crain and Stephen M. Cohen completed
      a
      change of control transaction when they acquired a majority of the Company’s
      outstanding securities from the Company’s former officers and directors in
      privately negotiated transactions. In conjunction with the change of control
      transaction, we: (i) elected to discontinue the Company’s former business model;
      (ii) repositioned ourselves as a global transportation and supply chain
      management company; and (iii) changed our name to
      “Radiant Logistics, Inc.” to, among other things, better align our name with our
      new business focus.




Through
      the strategic acquisition of regional best-of-breed non-asset based
      transportation and logistics service providers, we intend to build a leading
      global transportation and supply-chain management company offering a full range
      of domestic and international freight forwarding and other value added supply
      chain management services, including order fulfillment, inventory management
      and
      warehousing.





Our
      strategy has been designed to take advantage of shifting market dynamics. The
      third party logistics industry continues to grow as an increasing number of
      businesses outsource their logistics functions to more cost effectively manage
      and extract value from their supply chains. Also, the industry is positioned
      for
      further consolidation as it remains highly fragmented, and as customers are
      demanding the types of sophisticated and broad reaching service offerings that
      can more effectively be handled by larger more diverse
      organizations.





Our
      acquisition strategy relies upon two primary factors: first, our ability to
      identify and acquire target businesses that fit within our general acquisition
      criteria, and second, the continued availability of capital and financing
      resources sufficient to complete these acquisitions. As to our first factor,
      following our recent acquisition of Airgroup Corporation (“Airgroup”), we have
      identified a number of additional companies that may be suitable acquisition
      candidates and are in preliminary discussions with a select number of them.
      As
      to our second factor, our ability to secure additional financing will rely
      upon
      the sale of debt or equity securities, and the development of an active trading
      market for our securities, neither of which can be assured.





Our
      growth strategy relies upon a number of factors, including our ability to
      efficiently integrate the businesses of the companies we acquire, generate
      the
      anticipated economies of scale from the integration, and maintain the historic
      sales growth of the acquired businesses in order to generate continued organic
      growth. There are a variety of risks associated with our ability to achieve
      our
      strategic objectives, including our ability to acquire and profitably manage
      additional businesses and the intense competition in our industry for customers
      and for the acquisition of additional businesses.




We
      accomplished the first step in our strategy by completing the acquisition of
      Airgroup effective as of January 1, 2006. Airgroup is a Seattle, Washington
      based non-asset based logistics company that provides domestic and international
      freight forwarding services through a network of 34 exclusive agent offices
      across North America. Airgroup services a diversified account base including
      manufacturers, distributors and retailers using a network of independent
      carriers and over 100 international agents positioned strategically around
      the
      world.





Prior
      to
      our acquisition of Airgroup, we operated as a development stage company under
      the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 7. The
      accompanying unaudited consolidated financial statements have been prepared
      in
      accordance with the instructions for Form 10-Q and Regulation S-X related to
      interim period financial statements and, therefore, do not include all
      information and footnotes required by generally accepted accounting principles.
      However, in the opinion of management, all adjustments (consisting of normal
      recurring adjustments and accruals) considered necessary for a fair presentation
      of the consolidated financial position of the Company at March 31, 2006 and
      the
      Company’s consolidated results of operations and cash flows for the three months
      ended March 31, 2006 have been included. The results of operations for the
      interim period are not necessarily indicative of the results that may be
      expected for the entire year. Reference should be made to the annual financial
      statements, including footnotes thereto, included in the Company’s Form 10-KSB
      for the year ended December 31, 2005 as filed with the SEC on March 17, 2006.





8





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**a)**  **Use
      of Estimates**





The
      preparation of financial statements and related disclosures in accordance with
      accounting principles generally accepted in the United States of America
      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 financial statements and the reported amounts
      of
      revenue and expenses during the reporting period. Such estimates include revenue
      recognition, accruals for the cost of purchased transportation, accounting
      for
      stock options, the assessment of the recoverability of long-lived assets
      (specifically goodwill and acquired intangibles), the establishment of an
      allowance for doubtful accounts and the valuation allowance for deferred tax
      assets. Estimates and assumptions are reviewed periodically and the effects
      of
      revisions are reflected in the period that they are determined to be necessary.
      Actual results could differ from those estimates.





**b)**  **Cash
      and Cash Equivalents**





For
      purposes of the statement of cash flows, cash equivalents include all highly
      liquid investments with original maturities of three months or less which are
      not securing any corporate obligations.





**c)**  **Concentration**





The
      Company maintains its cash in bank deposit accounts, which, at times, may exceed
      federally insured limits. The Company has not experienced any losses in such
      accounts.





**d)** **Goodwill**





We
      follow
      the provisions of Statement of Financial Accounting Standards ("SFAS") No.
      142,
      Goodwill and Other Intangible Assets. SFAS No. 142 requires an annual impairment
      test for goodwill and intangible assets with indefinite lives. Under the
      provisions of SFAS No. 142, the first step of the impairment test requires
      that
      we determine the fair value of each reporting unit, and compare the fair value
      to the reporting unit's carrying amount. To the extent a reporting unit's
      carrying amount exceeds its fair value, an indication exists that the reporting
      unit's goodwill may be impaired and we must perform a second more detailed
      impairment assessment. The second impairment assessment involves allocating
      the
      reporting unit’s fair value to all of its recognized and unrecognized assets and
      liabilities in order to determine the implied fair value of the reporting unit’s
      goodwill as of the assessment date. The implied fair value of the reporting
      unit’s goodwill is then compared to the carrying amount of goodwill to quantify
      an impairment charge as of the assessment date. In the future, we will perform
      our annual impairment test effective as of April 1 of each year, unless events
      or circumstances indicate an impairment may have occurred before that
      time.





**e)**  **Long-Lived
      Assets**





Acquired
      intangibles consist of customer related intangibles and non-compete agreements
      arising from our acquisitions. Customer related intangibles are amortized using
      accelerated methods over approximately 5 years and non-compete agreements are
      amortized using the straight line method over a 5 year period.





We
      follow
      the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of
      Long-Lived Assets, which establishes accounting standards for the impairment
      of
      long-lived assets such as property, plant and equipment and intangible assets
      subject to amortization. We review long-lived assets to be held-and-used for
      impairment whenever events or changes in circumstances indicate that the
      carrying amount of the assets may not be recoverable. If the sum of the
      undiscounted expected future cash flows over the remaining useful life of a
      long-lived asset is less than its carrying amount, the asset is considered
      to be
      impaired. Impairment losses are measured as the amount by which the carrying
      amount of the asset exceeds the fair value of the asset. When fair values are
      not available, we estimate fair value using the expected future cash flows
      discounted at a rate commensurate with the risks associated with the recovery
      of
      the asset. Assets to be disposed of are reported at the lower of carrying amount
      or fair value less costs to sell.





9





**f)** **Commitments**





The
      company has operating lease commitments some of which are for office and
      warehouse space and are under non-cancelable operating leases expiring at
      various dates through December 2010. Annual commitments, 2006 through 2010,
      respectively, are $76,000, $64,000, $64,000, $64,000, and $32,000
      thereafter.





**g)** **Income
      Taxes**




Taxes
      on
      income are provided in accordance with SFAS No. 109, *“Accounting
      for Income Taxes.”* Deferred
      income tax assets and liabilities are recognized for the expected future tax
      consequences of events that have been reflected in the consolidated financial
      statements. Deferred tax assets and liabilities are determined based on the
      differences between the book values and the tax bases of particular assets
      and
      liabilities and the tax effects of net operating loss and capital loss
      carryforwards. Deferred tax assets and liabilities are measured using tax rates
      in effect for the years in which the differences are expected to reverse. A
      valuation allowance is provided to offset the net deferred tax assets if, based
      upon the available evidence, it is more likely than not that some or all of
      the
      deferred tax assets will not be realized.





**h)** **Revenue
      Recognition and Purchased Transportation Costs**





We
      recognize revenue on a gross basis, in accordance with EITF 99-19, "Reporting
      Revenue Gross versus Net", as a result of the following: We are the primary
      obligor responsible for providing the service desired by the customer and are
      responsible for fulfillment, including the acceptability of the service(s)
      ordered or purchased by the customer. We, at our sole discretion, set the prices
      charged to our customers, and are not required to obtain approval or consent
      from any other party in establishing our prices. We have multiple suppliers
      for
      the services we sell to our customers, and have the absolute and complete
      discretion and right to select the supplier that will provide the product(s)
      or
      service(s) ordered by a customer, including changing the supplier on a
      shipment-by-shipment basis. In most cases, we determine the nature, type,
      characteristics, and specifications of the service(s) ordered by the customer.
      We also assume credit risk for the amount billed to the customer.




As
      a
      non-asset based carrier, we do not own transportation assets. We generate the
      major portion of our air and ocean freight revenues by purchasing transportation
      services from direct (asset-based) carriers and reselling those services to
      our
      customers. In accordance with Emerging Issues Task Force ("EITF") 91-9 "Revenue
      and Expense Recognition for Freight Services in Process", revenue from freight
      forwarding and export services is recognized at the time the freight is tendered
      to the direct carrier at origin, and direct expenses associated with the cost
      of
      transportation are accrued concurrently. At
      the
      time when revenue is recognized on a transportation shipment, the Company
      records costs related to that shipment based on the estimate of total purchased
      transportation costs. The estimates are based upon anticipated margins,
      contractual arrangements with direct carriers and other known factors. The
      estimates are routinely monitored and compared to actual invoiced costs. The
      estimates are adjusted as deemed necessary by the Company to reflect differences
      between the original accruals and actual costs of purchased transportation.





**i)** **Share
      based Compensation**





In
      December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
      No.
      123R, "Share Based Payment: An Amendment of FASB Statements No. 123 and 95"
      ("SFAS 123R"). This statement requires that the cost resulting from all
      share-based payment transactions be recognized in the Company’s consolidated
      financial statements. In addition, in March 2005 the Securities and Exchange
      Commission ("SEC") released SEC Staff Accounting Bulletin No. 107, "Share-Based
      Payment" ("SAB 107"). SAB 107 provides the SEC’s staff’s position regarding the
      application of SFAS 123R and certain SEC rules and regulations, and also
      provides the staff’s views regarding the valuation of share-based payment
      arrangements for public companies. Generally, the approach in SFAS 123R is
      similar to the approach described in SFAS 123. However, SFAS 123R requires
      all
      share-based payments to employees, including grants of employee stock options,
      to be recognized in the statement of operations based on their fair values.
      Pro
      forma disclosure of fair value recognition, as prescribed under SFAS 123, is
      no
      longer an alternative. The Company adopted statement 123R in October 2005 and
      does not believe the impact will be significant to the Company’s overall results
      of operations or financial position.





10





**j)** **Basic
      and Diluted Income (Loss) Per Share**





The
      Company uses SFAS No. 128, "Earnings Per Share" for calculating the basic and
      diluted loss per share. Basic loss per share is computed by dividing net loss
      attributable to common stockholders by the weighted average number of common
      shares outstanding. Diluted loss per share is computed similar to basic loss
      per
      share except that the denominator is increased to include the number of
      additional common shares that would have been outstanding if the potential
      common shares had been issued and if the additional common shares were dilutive.
      At March 31, 2006 and 2005, the outstanding number of potentially dilutive
      common shares totaled 35,179,957 and 25,964,179 shares of common stock,
      including options to purchase 2,425,000 shares of common stock at March 31,
      2006. There were no options outstanding at March 31, 2005. As the Company has
      net losses, their effect is anti-dilutive for all periods presented and has
      not
      been included in the diluted weighted average earnings per share as shown on
      the
      Statements of Operations.




**NOTE
      3 - ACQUISITION OF AIRGROUP**





In
      January of 2006, the Company acquired 100 percent of the outstanding stock
      of
      Airgroup Corporation (“Airgroup”). Airgroup is a Seattle, Washington based
      non-asset based logistics company that provides domestic and international
      freight forwarding services through a network of 34 exclusive agent offices
      across North America. Airgroup services a diversified account base including
      manufacturers, distributors and retailers using a network of independent
      carriers and over 100 international agents positioned strategically around
      the
      world. See the Company’s Form 8-K filed on January 18, 2006 for additional
      information.





The
      transaction was valued at up to $14.0
      million. This consists of: (i) $9.5 million payable in cash at closing (before
      giving effect for $2.8 million in acquired cash); (ii) an additional base
      payment of $0.6 million payable in cash on the one-year anniversary of the
      closing, provided at least 90% of Airgroup’s locations remain operational
      through the first anniversary of the closing (the “Additional Base Payment”);
      (iii) a subsequent cash payment of $0.5 million in cash on the two-year
      anniversary of the closing; (iv) a base earn-out payment of $1.9 million payable
      in Company common stock over a three-year earn-out period based upon Airgroup
      achieving income from continuing operations of not less than $2.5 million per
      year; and (v) as additional incentive to achieve future earnings growth, an
      opportunity to earn up to an additional $1.5 million payable in Company common
      stock at the end of a five-year earn-out period (the “Tier-2 Earn-Out”). Under
      Airgroup’s Tier-2 Earn-Out, the former shareholders of Airgroup are entitled to
      receive 50% of the cumulative income from continuing operations in excess of
      $15,000,000 generated during the five-year earn-out period up to a maximum
      of
      $1,500,000. With respect to the base earn-out payment of $1.9 million,
      i n
      the
      event there is a shortfall in income from continuing operations, the earn-out
      payment will be reduced on a dollar-for-dollar basis to the extent of the
      shortfall. Shortfalls may be carried over or carried back to the extent that income
      from continuing operations in
      any
      other payout year exceeds the $2.5 million level.





The
      acquisition, which provided the platform operation for the Company’s
      consolidation strategy, was accounted for as a purchase and accordingly, the
      results of operations and cash flows of Airgroup have been included in the
      Company’s condensed consolidated financial statements prospectively from the
      date of acquisition. At March 31, 2006 the total purchase price, including
      acquisition expenses of $104,030, but excluding the contingent consideration,
      was $10,104,030. The following table summarizes the preliminary allocation
      of
      the purchase price based on the estimated fair value of the assets acquired
      and
      liabilities assumed at January 1, 2006:





Current
                  assets
              
              $
              11,412,049Furniture
                  and equipment
              
              
              289,333Other
                  assets
              
              
              399,251Goodwill
                  and other intangibles
              
              
              7,846,922Total
                  acquired assets
              
              
              19,947,555Current
                  liabilities assumed
              
              
              8,911,245Long
                  term deferred tax liability
              
              
              932,280Total
                  acquired liabilities
              
              
              9,843,525Net
                  assets acquired
              
              $
              10,104,030




11


For
      the
      three months ending March 31, 2006, the Company recorded an expense of $170,200
      from amortization of intangibles and an income tax benefit of $57,868 from
      amortization of the long term deferred tax liability; both arising from the
      acquisition of Airgroup. The Company expects the net reduction in income, from
      the combination of amortization of intangibles and long term deferred tax
      liability, will be $224,664 in a year in fiscal years 2006, $403,806 in 2007,
      $361,257 in 2008, $394,079 in 2009, in $318,862 in 2010, and $107,052 in
      2011.





The
      company has not yet finalized the purchase price allocation as a result of
      its
      on-going review of the tax implications of the transaction which will be
      completed in the allotted period of time as required per SFAS 141.





The
      following information for the quarters ended March 31, 2006 (actual and
      unaudited) and March 31, 2005 (pro forma and unaudited) is presented as if
      the
      acquisition of Airgroup had occurred on January 1, 2006 (in thousands, except
      earnings per share):





Three
                  Months ended March 31,2006
              
              
              2005Total
                  revenue
              
              $
              11,843
              
              $
              12,566Loss
                  from continuing operations
              
              
              (127
              )
              
              (7
              )Net
                  (loss)
              
              
              (27
              )
              
              (6
              )Earnings
                  per share:Basic
              
              $
              0.00
              
              $
              0.00






**NOTE
      4 - LONG TERM DEBT**




To
      complete the Airgroup acquisition and ensure adequate financial flexibility,
      the
      Company secured a $10,000,000 revolving credit facility (the "Facility") in
      January 2006. The
      Facility is collateralized by our accounts receivable and other assets of the
      Company and our subsidiaries. Advances under the Facility are available to
      fund
      future acquisitions, capital expenditures or for other corporate purposes.
      Borrowings under the facility bear interest, at our option, at prime minus
      1.00%
      or LIBOR plus 1.55% and can be adjusted up or down during the term of the
      Facility based on our performance relative to certain financial covenants.
      The
      facility provides for advances of up to 75% of our eligible accounts
      receivable.




As
      of
      March 31, **** 2006,
      we
      had $300,752 in advances under the Facility along with $980,318 in outstanding
      checks which had not yet been presented to the bank for payment. These amounts
      in addition to $500,000
      payable to the former shareholders of Airgroup total long
      term
      debt of $1,781,070 .




At
      March
      31, 2006, based on available collateral and $208,236 in outstanding letter
      of
      credit commitments, there was $3,256,775 available for borrowing under the
      Facility.




12





**NOTE
      5 - PROVISION FOR INCOME TAXES**





Deferred
      income taxes are reported using the liability method. Deferred tax assets are
      recognized for deductible temporary differences and deferred tax liabilities
      are
      recognized for taxable temporary differences. Temporary differences are the
      differences between the reported amounts of assets and liabilities and their
      tax
      bases. Deferred tax assets are reduced by a valuation allowance when, in the
      opinion of management, it is more likely than not that some portion or all
      of
      the deferred tax assets will not be realized. Deferred tax assets and
      liabilities are adjusted for the effects of changes in tax laws and rates on
      the
      date of enactment.





The
      Company accumulated a net federal operating loss carryforward of $342,272 from
      inception though its transition into the logistics business in January of 2006
      which expires in 2025. Utilization of the net operating loss and tax credit
      carryforwards is subject to significant limitations imposed by the change in
      control under I.R.C. 382, limiting its annual utilization to the value of the
      Company at the date of change in control times the federal discount rate. A
      significant portion of the NOL may expire before it can be utilized. The
      Company is maintaining a valuation allowance of approximately $116,000 to
      off-set the deferred tax asset associated with these net operating losses until
      when, in the opinion of management, utilization is reasonably
      assured.





For
      the
      thee months ended March 31, 2006, the Company recognized an
      income
      tax benefit of $57,868 related to the amortization of the deferred tax liability
      associated with the acquisition of Airgroup in accordance with FASB
      109.




**NOTE
      6 - STOCKHOLDERS’ EQUITY**





**Preferred
      Stock**





The
      Company is authorized to issue 5,000,000 shares of preferred stock, par value
      at
      $.001 per share. As of March 31, 2005, none of the shares were issued or
      outstanding (unaudited).





**Common
      Stock**





In
      January 2006, we issued 1,009,093 shares of our common stock to certain Airgroup
      shareholders and employees who are accredited investors for gross proceeds
      of
      $444,000. In February 2006, we issued 1,466,697 shares of our common stock
      to a
      limited number of accredited investors for gross cash proceeds of $645,000.
      Each
      of these private placements was completed at a purchase price of $0.44 per
      share.





**NOTE
      7 - SHARE BASED COMPENSATION**





In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      123R, “ *Share
      Based Payment: An Amendment of FASB Statements No. 123 and 95* ”
(“SFAS
      123R”). This statement requires that the cost resulting from all share based
      payment transactions be recognized in the Company’s consolidated financial
      statements.  In addition, in March 2005 the Securities and Exchange
      Commission (“SEC”) released SEC Staff Accounting Bulletin No. 107, “ *Share-Based
      Payment* ”
(“SAB
      107”). SAB 107 provides the SEC staff’s position regarding the application of
      SFAS 123R and certain SEC rules and regulations, and also provides the staff’s
      views regarding the valuation of share based payment arrangements for public
      companies.  Generally, the approach in SFAS 123R is similar to the approach
      described in SFAS 123. However, SFAS 123R requires all share-based payments
      to
      employees, including grants of employee stock options, to be recognized in
      the
      statement of operations based on their fair values. Pro forma disclosure of
      fair
      value recognition, as prescribed under SFAS 123, is no longer an alternative.




The
      Company issued its first employee options in October of 2005 and adopted the
      fair value recognition provisions of SFAF123R concurrent with this initial
      grant.




During
      the quarter ended March 31, 2006, the Company issued employees options to
      purchase 425,000 shares of common stock at $0.44 per share. The options vest
      over a five year term.




13


Compensation
      cost recognized during the three months ended March 31, 2006 includes
      compensation cost for all share-based payments granted to date, based on the
      grant-date fair value estimated in accordance with the provisions of SFAS 123R.
      No options have been exercised as of March 31, 2006.





The
      weighted average fair value of employee options granted during the three months
      ended March 31, 2006 was $0.35 per share. The fair value of options granted
      were
      estimated on the date of grant using the Black-Scholes option pricing model,
      with the following assumptions:


2006Dividend
                  yield
              
              
              NoneExpected
                  volatility
              
              
              117
              %Average
                  risk free interest rate
              
              
              3.73
              %Average
                  expected lives
              
              
              5.00
                  years




In
      accordance with SFAS123R, the Company is required to estimate the number of
      awards that are ultimately expected to vest. Due to the lack of historical
      information, the Company has not reduced its share based compensation costs
      for
      any estimated forfeitures. Estimated forfeitures will be reassessed in
      subsequent periods and may change based on new facts and
      circumstances.




For
      the
      three months ended March 31, 2006, the Company recognized compensation costs
      of
      $42,810, in accordance with SFAS 123R.




**NOTE
      8 - RECENT ACCOUNTING PRONOUNCEMENTS**





In
      February 2006, the FASB has issued FASB Statement No. 155, Accounting for
      Certain Hybrid Instruments. This standard amends the guidance in FASB Statements
      No. 133, Accounting for Derivative Instruments and Hedging Activities, and
      No.
      140, Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities. Statement 155 allows financial instruments
      that
      have embedded derivatives to be accounted for as a whole (eliminating the need
      to bifurcate the derivative from its host) if the holder elects to account
      for
      the whole instrument on a fair value basis. Statement 155 is effective for
      all
      financial instruments acquired or issued after the beginning of an entity’s
      first fiscal year that begins after September 15, 2006. The
      Company does not expect the adoption of SFAS 155 to have any impact on its
      financial position, results of operations or cash flows.





In
      February 2006, the FASB decided to move forward with the issuance of a final
      FSP
      FAS 123R-4 *“Classification
      of Options and Similar Instruments Issued as Employee Compensation That Allow
      for Cash Settlement upon the Occurrence of a Contingent Event”* .
      The
      guidance in FSP FAS 123R-4 amends paragraphs 32 and A229 of FASB Statement
      No.
      123R to incorporate the concept articulated in footnote 16 of FAS 123R. That
      is,
      a cash settlement feature that can be exercised only upon the occurrence of
      a
      contingent event that is outside the employee’s control does not meet the
      condition in paragraphs 32 and A229 until it becomes probable that the event
      will occur. Originally under FAS 123R, a provision in a share-based payment
      plan
      that required an entity to settle outstanding options in cash upon the
      occurrence of any contingent event required classification and accounting for
      the share based payment as a liability. This caused an issue under certain
      awards that require or permit, at the holder’s election, cash settlement of the
      option or similar instrument upon (a) a change in control or other liquidity
      event of the entity or (b) death or disability of the holder. With this new
      FSP,
      these types of cash settlement features will not require liability accounting
      so
      long as the feature can be exercised only upon the occurrence of a contingent
      event that is outside the employee’s control (such as an initial public
      offering) until it becomes probable that event will occur. The guidance in
      this
      FSP shall be applied upon initial adoption of Statement 123(R). An entity that
      adopted Statement 123(R) prior to the issuance of the FSP shall apply the
      guidance in the FSP in the first reporting period beginning after February
      2006.
      Early application of FSP FAS 123R-4 is permitted in periods for which financial
      statements have not yet been issued. The Company does not expect that this
      new
      FSP will have any impact upon its financial position, results of operations
      or
      cash flows.





14


In
      June
      2005, the Emerging Issues Task Force (EITF) reached a consensus on Issue 05-6
      ,
“ *Determining
      the Amortization Period for Leasehold Improvements* ”,
      which
      requires that leasehold improvements acquired in a business combination or
      purchased subsequent to the inception of a lease be amortized over the lesser
      of
      the useful life of the assets or a term that includes renewals that are
      reasonably assured at the date of the business combination or purchase. EITF
      05-6 is effective for periods beginning after July 1, 2005. The Company does
      not
      expect the provisions of this consensus to have any impact on its financial
      position, results of operations or cash flows.





In
      May
      2005, the FASB issued SFAS No.154, “ *Accounting
      Changes and Error Corrections* ”
(“SFAS
      154”) which replaces Accounting Principles Board Opinions No. 20 “ *Accounting
      Changes* ”
and
      SFAS No. 3, “ *Reporting
      Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion
      No. 28* .”
SFAS
      154 provides guidance on the accounting for and reporting of accounting changes
      and error corrections. It establishes retrospective application, for the latest
      practicable date, as the required method for reporting a change in accounting
      principle and the reporting of a correction of an error. SFAS 154 is effective
      for accounting changes and corrections of errors made in fiscal years beginning
      after December 15, 2005. The Company does not expect the adoption of SFAS 154
      to
      have any impact on its financial position, results of operations or cash flows.





**ITEM
      2.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**





***The
      following discussion and analysis of our financial condition and result of
      operations should be read in conjunction with the financial statements and
      the
      related notes and other information included elsewhere in this
      report.***




**CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS**




This
      report includes forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended, regarding future operating performance,
      events, trends and plans. All statements other than statements of historical
      facts included or incorporated by reference in this report, including, without
      limitation, statements regarding our future financial position, business
      strategy, budgets, projected revenues, projected costs and plans and objective
      of management for future operations, are forward-looking statements. In
      addition, forward-looking statements generally can be identified by the use
      of
      forward-looking terminology such as “may,” “will,” “expects,” “intends,”
“plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative
      thereof or any variation thereon or similar terminology or expressions. We
      have
      based these forward-looking statements on our current expectations, projections
      and assumptions about future events. These forward-looking statements are not
      guarantees and are subject to known and unknown risks, uncertainties and
      assumptions about us that, if not realized, may cause our actual results, levels
      of activity, performance or achievements to be materially different from any
      future results, levels of activity, performance or achievements expressed or
      implied by such forward-looking statements. While it is impossible to identify
      all of the factors that may cause our actual operating performance, events,
      trends or plans to differ materially from those set forth in such
      forward-looking statements, such factors include the inherent risks associated
      with: (i) our belief that Airgroup will be able to serve as a platform
      acquisition under our business strategy; (ii)  our ability to use Airgroup
      as a “platform” upon which we can build a profitable global transportation and
      supply chain management company, which itself relies upon securing significant
      additional funding, as to which we have no present assurances; (iii) our ability
      to at least maintain historical levels of transportation revenue, net
      transportation revenue (gross profit margins) and related operating expenses
      at
      Airgroup; (iv) competitive practices in the industries in which we compete,
      (v)
      our dependence on current management; (vi) the impact of current and future
      laws
      and governmental regulations affecting the transportation industry in general
      and our operations in particular; and (vii) other factors which may be
      identified from time to time in our Securities and Exchange Commission (SEC)
      filings and other public announcements. Furthermore, the general business
      assumptions used for purposes of the forward-looking statements included within
      this report represent estimates of future events and are subject to uncertainty
      as to possible changes in economic, legislative, industry, and other
      circumstances. As a result, the identification and interpretation of data and
      other information and their use in developing and selecting assumptions from
      and
      among reasonable alternatives require the exercise of judgment. To the extent
      that the assumed events do not occur, the outcome may vary substantially from
      anticipated or projected results, and, accordingly, no opinion is expressed
      on
      the achievability of those forward-looking statements. We undertake no
      obligation to publicly release the result of any revision of these
      forward-looking statements to reflect events or circumstances after the date
      they are made or to reflect the occurrence of unanticipated events.





15


**Overview**





In
      conjunction with a change of control transaction completed during October 2005,
      we have recently: (i) discontinued our former business model; (ii) adopted
      a new
      business strategy focused on building a global transportation and supply chain
      management company; (iii) changed our name to
      “Radiant Logistics, Inc.” to, among other things, better align our name with our
      new business focus; and (iv) completed our first acquisition within the
      logistics industry.




We
      accomplished the first step in our new business strategy by completing the
      acquisition of Airgroup effective as of January 1, 2006. Airgroup is a
      Seattle-Washington based non-asset based logistics company providing domestic
      and international freight forwarding services through a network of 34 exclusive
      agent offices across North America. Airgroup services a diversified account
      base
      including manufacturers, distributors and retailers using a network of
      independent carriers and over 100 international agents positioned strategically
      around the world.





Through
      the strategic acquisition of regional best-of-breed non-asset based
      transportation and logistics service providers, we intend to build a leading
      global transportation and supply-chain management company offering a full range
      of domestic and international freight forwarding and other value added supply
      chain management services, including order fulfillment, inventory management
      and
      warehousing.





As
      a
      non-asset based provider of third-party logistics services, we seek to limit
      our
      investment in equipment, facilities and working capital through contracts and
      preferred provider arrangements with various transportation providers who
      generally provide us with favorable rates, minimum service levels, capacity
      assurances and priority handling status. Our non-asset based approach allows
      us
      to maintain a high level of operating flexibility and leverage a cost structure
      that is highly variable in nature while the volume of our flow of freight
      enables us to negotiate attractive pricing with our transportation
      providers.





Our
      principal source of income is derived from freight forwarding services. As
      a
      freight forwarder, we arrange for the shipment of our customers' freight from
      point of origin to point of destination. Generally, we quote our customers
      a
      turn key cost for the movement of their freight. Our price quote will often
      depend upon the customer's time-definite needs (first day through fifth day
      delivery), special handling needs (heavy equipment, delicate items,
      environmentally sensitive goods, electronic components, etc.) and the means
      of
      transport (truck, air, ocean or rail). In turn, we assume the responsibility
      for
      arranging and paying for the underlying means of transportation.




Our
      transportation revenue represents the total dollar value of services we sell
      to
      our customers. Our cost of transportation includes direct costs of
      transportation, including motor carrier, air, ocean and rail services. We act
      principally as the service provider to add value in the execution and
      procurement of these services to our customers. Our net transportation revenue
      (gross transportation revenue less the direct cost of transportation) is the
      primary indicator of our ability to source, add value and resell services
      provided by third parties, and is considered by management to be a key
      performance measure. In addition, management believes measuring its operating
      costs as a function of net transportation revenue provides a useful metric,
      as
      our ability to control costs as a function of net transportation revenue
      directly impacts operating earnings.




Our
      operating results will be affected as acquisitions occur. Since all acquisitions
      are made using the purchase method of accounting for business combinations,
      our
      financial statements will only include the results of operations and cash flows
      of acquired companies for periods subsequent to the date of
      acquisition.




Our
      GAAP
      based net income will be affected by non-cash charges relating to the
      amortization of customer related intangible assets and other intangible assets
      arising from completed acquisitions. Under applicable accounting standards,
      purchasers are required to allocate the total consideration in a business
      combination to the identified assets acquired and liabilities assumed based
      on
      their fair values at the time of acquisition. The excess of the consideration
      paid over the fair value of the identifiable net assets acquired is to be
      allocated to goodwill, which is tested at least annually for impairment.
      Applicable accounting standards require that we separately account for and
      value
      certain identifiable intangible assets based on the unique facts and
      circumstances of each acquisition. As a result of our acquisition strategy,
      our
      net income will include material non-cash charges relating to the amortization
      of customer related intangible assets and other intangible assets acquired
      in
      our acquisitions. Although these charges may increase as we complete more
      acquisitions, we believe we will be actually growing the value of our intangible
      assets (e.g., customer relationships). Thus, we believe that earnings before
      interest, taxes, depreciation and amortization, or EBITDA, is a useful financial
      measure for investors because it eliminates the effect of these non-cash costs
      and provides an important metric for our business. Further, the financial
      covenants of our credit facility adjust EBITDA to exclude costs related to
      stock
      option expense and other non-cash charges. Accordingly, we intend to employ
      EBITDA and adjusted EBITDA as a management tools to measure our historical
      financial performance and as a benchmark for future financial
      flexibility.




16




Our
      operating results are also subject to seasonal trends when measured on a
      quarterly basis. The impact of seasonality on our business will depend on
      numerous factors, including the markets in which we operate, holiday seasons,
      consumer demand and economic conditions. Since our revenue is largely derived
      from customers whose shipments are dependent upon consumer demand and
      just-in-time production schedules, the timing of our revenue is often beyond
      our
      control. Factors such as shifting demand for retail goods and/or manufacturing
      production delays could unexpectedly affect the timing of our revenue. As we
      increase the scale of our operations, seasonal trends in one area of our
      business may be offset to an extent by opposite trends in another area. We
      cannot accurately predict the timing of these factors, nor can we accurately
      estimate the impact of any particular factor, and thus we can give no assurance
      that historical seasonal patterns will continue in future periods.





**Results
      of Operations**





*Basis
      of Presentation*





Due
      to
      the significance of the effects on our consolidated financial statements of
      (1)
      the change in business strategy (2) recently completed equity offerings and
      (3)
      the acquisition of Airgroup, o ur
      Results of Operations is presented below in a manner that is intended to provide
      a more meaningful discussion of our results of operations, financial condition
      and current business in recognition of these developments. Accordingly, no
      prior
      period analysis has been presented for the stand alone operations of Radiant
      for
      the historic quarter ended March 31, 2005, since Radiant was inactive prior
      to
      its acquisition of Airgroup and a development stage company under the provisions
      of Statement of Financial Accounting Standards (“SFAS”) No. 7 and such
      presentation would provide no meaningful data with respect to ongoing
      operations. We have provided our prior period analysis using pro forma results
      of operations, presented as if we had acquired Airgroup as of January 1, 2005.
      The pro forma results reflect a consolidation of the historical results of
      operations of Airgroup and Radiant as adjusted to reflect the amortization
      of
      acquired intangibles. This pro forma presentation differs from the initial
      presentation provided in our 8-K related to the acquisition of Airgroup filed
      on
      January 18, 2006 to (1) increase our initial estimates for the amortization
      of
      acquired intangibles as a result of increased values attributable to the
      acquired intangibles, (2) reduce our estimate for interest expense associated
      with the acquisition financing because we incurred less debt than originally
      expected to complete the acquisition and (3) exclude the impact of anticipated
      contractual reductions of officers’ and related family members’ compensation at
      Airgroup so that any such cost reductions could be more easily identified in
      our
      comparative analysis.





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




*For
      the Quarters ended March 31, 2006 (actual and unaudited) and March 31, 2005
      (pro
      forma and unaudited)*





We
      generated transportation revenue of $11.8 million and $12.6 million and net
      transportation revenue of $4.4 million and $5.2 million for the three months
      ended March 31, 2006 and 2005, respectively. Net loss was $27,110 for the three
      months ended March 31, 2006 compared to a loss of $14,330 for the three months
      ended March 31. 2005.





We
      had
      adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)
      of approximately $122,000 and $191,000 for three months ended March 31, 2006
      and
      2005, respectively.




17





***The
      following table provides a reconciliation of March 31, 2006 (actual and
      unaudited) and March 31, 2005 (pro forma and unaudited) adjusted EBITDA to
      net
      income, the most directly comparable GAAP measure in accordance with SEC
      Regulation G (in thousands):***






Three
                months ended March 31,
            
            
            Change2006
            
            
            2005
            
            
            Amount
            
            
            PercentNet
                loss
            
            $
            (27
            )
            $
            (6
            )
            $
            (21
            )
            
            NMIncome
                tax expense (benefit) note 5
            
            
            (102
            )
            
            (3
            )
            
            (99
            )
            
            NMInterest
                expense
            
            
            2
            
            
            2
            
            
            -
            
            
            -Depreciation
                and amortization
            
            
            206
            
            
            199
            
            
            7
            
            
            3.5
            %EBITDA
                (Earnings before interest, taxes, depreciation and
                amortization)
            
            $
            79
            
            $
            192
            
            $
            (113
            )
            
            -58.9
            %Stock
                Options and other non-cash costs
            
            
            43
            
            
            -
            
            
            43
            
            
            100
            %Adjusted
                EBITDA
            
            $
            122
            
            $
            192
            
            $
            (70
            )
            
            -36.5
            %








***The
      following table summarizes March 31, 2006 (actual and unaudited) and March
      31,
      2005 (pro forma and unaudited) transportation revenue, cost of transportation
      and net transportation revenue (in thousands):***




Three
                months ended March 31,
            
            
            Change2006
            
            
            2005
            
            
            Amount
            
            
            PercentTransportation
                revenue
            
            $
            11,843
            
            $
            12,566
            
            $
            (723
            )
            
            -5.8
            %Cost
                of transportation
            
            
            7,480
            
            
            7,330
            
            
            (150
            )
            
            -2.0
            %Net
                transportation revenue
            
            $
            4,363
            
            $
            5,236
            
            $
            (873
            )
            
            -16.7
            %*Net
                transportation margins*
            
            
            36.8
            %
            
            41.7
            %




Transportation
      revenue was $11.8 million for the three months ended March 31, 2006, a decrease
      of 5.8% over total transportation revenue of $12.6 million for the three months
      ended March 31, 2006. Domestic transportation revenue decreased by 15.6% to
      $7.5
      million for the three months ended March 31, 2006 from $8.9 million for the
      three months ended March 31, 2005. The decrease was due primarily to project
      services work done in 2005 which was completed in April of 2005. International
      transportation revenue increased by 18.4% to $4.3 million for the three months
      ended March 31, 2006 from $3.6 million for the comparable prior year period,
      due
      mainly to increased air and ocean import freight volume.




Cost
      of
      transportation increased to 63.2% of transportation revenue for the three months
      ended March 31, 2006 from 58.3% of transportation revenue for the three months
      ended March 31, 2005. This increase was primarily due to increased international
      ocean import freight volume which historically reflects a higher cost of
      transportation as a percentage of sales.




Net
      transportation margins decreased to 36.8% of transportation revenue for the
      three months ended March 31, 2006 from 41.7% of transportation revenue for
      the
      three months ended March 31, 2005 as a result of the factors described
      above.




18




***The
      following table compares certain March 31, 2006 (actual and unaudited) and
      March
      31, 2005 (pro forma and unaudited) condensed consolidated statement of income
      data as a percentage of our net transportation revenue (in
      thousands):***




Three
                months ended March 31,2006
            
            
            2005
            
            
            ChangeAmount
            
            
            Percent
            
            
            Amount
            
            
            Percent
            
            
            Amount
            
            
            PercentNet
                transportation revenue
            $
            4,363
            
            
            100.0
            %
            $
            5,236
            
            
            100.0
            %
            $
            (873
            )
            
            -0.4
            %Agent
                commissions
            
            3,198
            
            
            73.3
            %
            
            3,883
            
            
            74.2
            %
            
            (685
            )
            
            -17.6
            %Personnel
                costs
            
            639
            
            
            14.6
            %
            
            832
            
            
            15.9
            %
            
            (193
            )
            
            -23.2
            %Other
                selling, general and administrative
            
            447
            
            
            10.2
            %
            
            328
            
            
            6.3
            %
            
            119
            
            
            36.3
            %Depreciation
                and amortization
            
            206
            
            
            4.7
            %
            
            199
            
            
            3.8
            %
            
            7
            
            
            3.5
            %Total
                operating costs
            
            4,490
            
            
            102.9
            %
            
            5,243
            
            
            100.1
            %
            
            (753
            )
            
            -14.4
            %Loss
                from operations
            
            (127
            )
            
            -2.9
            %
            
            (7
            )
            
            -0.1
            %
            
            (120
            )
            
            NMOther
                expense
            
            (2
            )
            
            -0.1
            %
            
            (2
            )
            
            -0.1
            %
            
            0
            
            
            NMLoss
                before income taxes
            
            (129
            )
            
            -.3.0
            %
            
            (9
            )
            
            -0.2
            %
            
            (120
            )
            
            NMIncome
                tax expense (benefit)
            
            (102
            )
            
            -2.4
            %
            
            (3
            )
            
            -0.1
            %
            
            (99
            )
            
            NMNet
                loss
            $
            (27
            )
            
            -.6
            %
            $
            (6
            )
            
            -0.1
            %
            $
            (21
            )
            
            NM




Agent
      commissions were $3.2 million for the three months ended March 31, 2006, a
      decrease of 17.6% from $3.9 million for the three months ended March 31, 2005.
      Agent commissions as a percentage of net revenue decreased to 73.3% for three
      months ended March 31, 2006 from 74.2% for the comparable prior year period
      as a
      result of increased international ocean import freight volume at reduced margins
      which reduced amounts paid as commissions.




Personnel
      costs were $639,000 for the three months ended March 31, 2006, a decrease of
      23.2% from $832,000 for the three months ended March 31, 2005. Personnel costs
      as a percentage of net revenue decreased to 14.6% for three months ended March
      31, 2006 from 15.9% for the comparable prior year period as a result of
      contractual reductions in compensation paid to certain of selling shareholders
      of Airgroup.




Other
      selling, general and administrative costs were $447,000 for the three months
      ended March 31, 2006, an increase of 36.3% from $328,000 for the three months
      ended March 31, 2005. As a percentage of net revenue, other selling, general
      and
      administrative costs increased to 10.2% for three months ended March 31, 2006
      from 6.3% for the comparable prior year period primarily as a result of
      transaction costs incurred by Airgroup in connection with the sale of the
      company to Radiant and the incremental costs associated with operating as a
      public company.




Depreciation
      and amortization costs remained relatively unchanged at approximately $200,000
      for the three months ended March 31, 2006 and 2005. Depreciation and
      amortization as a percentage of net revenue remained relatively unchanged at
      approximately 4.7% and 3.8% for the three months ended March 31, 2006 and 2005,
      respectively.





Loss
      from
      operations was $127,000 for the three months ended March 31, 2006 compared
      to a
      loss from operations of $7,000 for the three months ended March 31,
      2005.





19


Net
      loss
      was $27,000 for the three months ended March 31, 2006, compared to a net loss
      of
      $6,000 for the three months ended March 31, 2005.




**Liquidity
      and Capital Resources**





Effective
      On January 1, 2006, we acquired 100 percent of the outstanding stock of
      Airgroup. The transaction was valued at up to $14.0
      million. This consists of: (i) $9.5 million payable in cash at closing; (ii)
      an
      additional base payment of $0.6 million payable in cash on the one-year
      anniversary of the closing, provided at least 90% of Airgroup’s locations remain
      operational through the first anniversary of the closing (the “Additional Base
      Payment”); (iii) a subsequent cash payment of $0.5 million in cash on the
      two-year anniversary of the closing; (iv) a base earn-out payment of $1.9
      million payable in Company common stock over a three-year earn-out period based
      upon Airgroup achieving income from continuing operations of not less than
      $2.5
      million per year; and (v) as additional incentive to achieve future earnings
      growth, an opportunity to earn up to an additional $1.5 million payable in
      Company common stock at the end of a five-year earn-out period (the “Tier-2
      Earn-Out”). Under Airgroup’s Tier-2 Earn-Out, the former shareholders of
      Airgroup are entitled to receive 50% of the cumulative income from continuing
      operations in excess of $15,000,000 generated during the five-year earn-out
      period up to a maximum of $1,500,000. With respect to the base earn-out payment
      of $1.9 million, i n
      the
      event there is a shortfall in income from continuing operations, the earn-out
      payment will be reduced on a dollar-for-dollar basis to the extent of the
      shortfall. Shortfalls may be carried over or carried back to the extent that income
      from continuing operations in
      any
      other payout year exceeds the $2.5 million level.





In
      preparation for, and in conjunction with, the Airgroup transaction, we secured
      financing proceeds through several private placements to a limited number of
      accredited investors as follows:





**Date**
            **Shares
                Sold**
            **Gross
                Proceeds**
            **Price
                Per Share**●   
                October 2005
            2,272,728
            $  
                1.0 million
            $  
                0.44●   
                December 2005
            10,098,934
            $  
                4.4 million
            $  
                0.44●   
                January 2006
            1,009,093
            $  
                444,000
            $  
                0.44●   
                February 2006
            1,446,697
            $  
                645,000
            $  
                0.44





In
      January 2006, we entered into a $10.0 million secured credit facility with
      Bank
      of America, N.A with a term of two years (the “Facility”). The Facility is
      collateralized by our accounts receivable and other assets of the Company and
      our subsidiaries. Advances under the Facility are available to fund future
      acquisitions, capital expenditures or for other corporate purposes. Borrowings
      under the facility bear interest, at our option, at prime minus 1.00% or LIBOR
      plus 1.55% and can be adjusted up or down during the term of the Facility based
      on our performance relative to certain financial covenants. The facility
      provides for advances of up to 75% of our eligible accounts
      receivable.





As
      of
      April 30, **** 2006,
      we
      had approximately $442,000 outstanding under the Facility and we had eligible
      accounts receivable sufficient to support approximately $3.6 million in
      borrowings. The terms of our Facility are subject to certain financial and
      operational covenants which may limit the amount otherwise available under
      the
      Facility. The first covenant limits our funded debt to a multiple of 3.00 times
      our consolidated EBITDA measured on a rolling four quarter basis (or a multiple
      of 3.25 at a reduced advance rate of 70.0%). The second financial covenant
      requires that we maintain a basic fixed charge coverage ratio of at least 1.1
      to
      1.0. The third financial covenant is a minimum profitability standard that
      requires us not to incur a net loss before taxes, amortization of acquired
      intangibles and extraordinary items in any two consecutive quarterly accounting
      periods.




Under
      the
      terms of the Facility, we are permitted to make additional acquisitions without
      the lender's consent only if certain conditions are satisfied. The conditions
      imposed by the Facility include the following: (i) the absence of an event
      of
      default under the Facility, (ii) the company to be acquired must be in the
      transportation and logistics industry, (iii) the purchase price to be paid
      must
      be consistent with our historical business and acquisition model, (iv) after
      giving effect for the funding of the acquisition, we must have undrawn
      availability of at least $2.0 million under the Facility, (v) the lender must
      be
      reasonably satisfied with projected financial statements we provide covering
      a
      12 month period following the acquisition, (vi) the acquisition documents must
      be provided to the lender and must be consistent with the description of the
      transaction provided to the lender, and (vii) the number of permitted
      acquisitions is limited to three per calendar year and shall not exceed $7.5
      million in aggregate purchase price financed by funded debt. In the event that
      we are not able to satisfy the conditions of the Facility in connection with
      a
      proposed acquisition, we would have to either forego the acquisition, obtain
      the
      lender's consent or retire the Facility. This may limit or slow our ability
      to
      achieve the critical mass we may need to achieve our strategic
      objectives.





20


**The
      following table summarizes our contingent base earn-out payments for the fiscal
      years indicated based on results of the prior year (in
      thousands)** **(1)** **:**




Fiscal
                Year Ended June 30,2007
            
            
            2008
            
            
            2009
            
            
            2010
            
            
            2011
            
            
            TotalEarn-out
                payments:Cash
            
            $
            600(2)
            
            $
            500
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            1,100Equity
            
            
            
            
            
            633
            
            
            633
            
            
            634
            
            
            
            
            
            1,900Total
                earn-outPayments
            
            $
            600
            
            $
            1,133
            
            $
            633
            
            $
            634
            
            $
            --
            
            $
            3,000Prior
                year earnings targets (income from continuing operations)(3)Total
                earnings targets
            
            $
            --
            
            $
            2,500
            
            $
            2,500
            
            $
            2,500
            
            $
            --
            
            $
            7,500Earn-outs
                as a percentage of prior year earnings targets:Total
            
            
            --
            
            
            45.3
            %
            
            25.3
            %
            
            25.3
            %
            
            --
            
            
            40.0
            %







(1)
            During
                the fiscal year 2007-2011 earn-out period, there is an additional
                contingent obligation related to tier-two earn-outs that could be
                as much
                as $1.5 million if Airgroup generates at least $18.0 million in income
                from continuing operations during the period.(2)
            Payable
                in cash on the one-year anniversary of the closing, so long as at
                least 31
                of Airgroup’s agent operations remain operational through the first
                anniversary of the closing.(3)
            Income
                from continuing operations as presented here identifies the uniquely
                defined earnings targets of Airgroup and should not be interpreted
                to be
                the consolidated income from continuing operations of the Company
                which
                would give effect for, among other things, amortization or impairment
                of
                intangible assets or various other expenses which may not be charged
                to
                Airgroup for purposes of calculating
                earn-outs.





Net
      cash
      used by operating activities for the three months ending March 31, 2006 was
      $0.3
      million compared to $.01 million at March 31, 2005. The change was principally
      driven by a greater reduction in accounts payable than in accounts receivable.





Net
      cash
      used for investing was $7.1 million for three months ending March 31, 2006
      while
      there was no activity for the same comparable time frame in 2005. $10.1 million
      was used for the acquisition of Airgroup which had a cash balance of $2.8
      million at the time it was acquired by the company at January 1, 2006 and is
      netted against cash used for the acquisition for purposes of the consolidated
      statement of cash flows. See Note 3.





Net
      cash
      provided by financing activity for three months ending March 31, 2006, was
      $2.8
      million compared to $.02 million for the same period in 2005. Financing
      activities in 2006 consisted of issuing 2,475,790 shares of common stock for
      $1.1 million - See Note 5. During January and February 2006, respectively,
      $0.4
      million of shares were issued to certain shareholders and employees of Airgroup,
      while $0.7 million of the shares were issued to other accredited investors
      for
      cash. Also associated with the acquisition of Airgroup, there is $0.5 million
      due to Airgroup in 2007. The Company also has a credit facility which it drew
      down $0.3 million and used for operations.




We
      believe that our current working capital and anticipated cash flow from
      operations are adequate to fund existing operations. However, our ability to
      finance further acquisitions is limited by the availability of additional
      capital. We may, however, finance acquisitions using our common stock as all
      or
      some portion of the consideration. In the event that our common stock does
      not
      attain or maintain a sufficient market value or potential acquisition candidates
      are otherwise unwilling to accept our securities as part of the purchase price
      for the sale of their businesses, we may be required to utilize more of our
      cash
      resources, if available, in order to continue our acquisition program. If we
      do
      not have sufficient cash resources through either operations or from debt
      facilities, our growth could be limited unless we are able to obtain such
      additional capital. In this regard and in the course of executing our
      acquisition strategy, we expect to pursue an additional equity offering within
      the next twelve months.




21


We
      have
      used a significant amount of our available capital to finance the acquisition
      of
      Airgroup. We expect to structure acquisitions with certain amounts paid at
      closing, and the balance paid over a number of years in the form of earn-out
      installments which are payable based upon the future earnings of the acquired
      businesses payable in cash, stock or some combination thereof. As we execute
      our
      acquisition strategy, we will be required to make significant payments in the
      future if the earn-out installments under our various acquisitions become due.
      While we believe that a portion of any required cash payments will be generated
      by the acquired businesses, we may have to secure additional sources of capital
      to fund the remainder of any cash-based the earn-out payments as they become
      due. This presents us with certain business risks relative to the availability
      of capacity under our Facility, the availability and pricing of future fund
      raising, as well as the potential dilution to our stockholders to the extent
      the
      earn-outs are satisfied directly, or indirectly, from the sale of
      equity.




The
      Company’s principal source of liquidity is cash generated from operating
      activities. The business is subject to seasonal fluctuations and the first
      quarter is typically slower than the remaining quarters. The cash flows reflect
      the first quarter of Airgroup operating as a wholly owned subsidiary of the
      Company.




**Critical
      Accounting Policies**





Accounting
      policies, methods and estimates are an integral part of the consolidated
      financial statements prepared by management and are based upon management's
      current judgments. Those judgments are normally based on knowledge and
      experience with regard to past and current events and assumptions about future
      events. Certain accounting policies, methods and estimates are particularly
      sensitive because of their significance to the financial statements and because
      of the possibility that future events affecting them may differ from
      management's current judgments. While there are a number of accounting policies,
      methods and estimates that affect our financial statements, the areas that
      are
      particularly significant include the assessment of the recoverability of
      long-lived assets, specifically goodwill, acquired intangibles, and revenue
      recognition.





We
      follow
      the provisions of Statement of Financial Accounting Standards ("SFAS") No.
      142,
      Goodwill and Other Intangible Assets. SFAS No. 142 requires an annual impairment
      test for goodwill and intangible assets with indefinite lives. Under the
      provisions of SFAS No. 142, the first step of the impairment test requires
      that
      we determine the fair value of each reporting unit, and compare the fair value
      to the reporting unit's carrying amount. To the extent a reporting unit's
      carrying amount exceeds its fair value, an indication exists that the reporting
      unit's goodwill may be impaired and we must perform a second more detailed
      impairment assessment. The second impairment assessment involves allocating
      the
      reporting unit’s fair value to all of its recognized and unrecognized assets and
      liabilities in order to determine the implied fair value of the reporting unit’s
      goodwill as of the assessment date. The implied fair value of the reporting
      unit’s goodwill is then compared to the carrying amount of goodwill to quantify
      an impairment charge as of the assessment date. In the future, we will perform
      our annual impairment test during our fiscal fourth quarter unless events or
      circumstances indicate an impairment may have occurred before that
      time.





Acquired
      intangibles consist of customer related intangibles and non-compete agreements
      arising from our acquisitions. Customer related intangibles will be amortized
      using accelerated methods over approximately 5 years and non-compete agreements
      will be amortized using the straight line method over a 5 year
      period.





We
      follow
      the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of
      Long-Lived Assets, which establishes accounting standards for the impairment
      of
      long-lived assets such as property, plant and equipment and intangible assets
      subject to amortization. We review long-lived assets to be held-and-used for
      impairment whenever events or changes in circumstances indicate that the
      carrying amount of the assets may not be recoverable. If the sum of the
      undiscounted expected future cash flows over the remaining useful life of a
      long-lived asset is less than its carrying amount, the asset is considered
      to be
      impaired. Impairment losses are measured as the amount by which the carrying
      amount of the asset exceeds the fair value of the asset. When fair values are
      not available, we estimates fair value using the expected future cash flows
      discounted at a rate commensurate with the risks associated with the recovery
      of
      the asset. Assets to be disposed of are reported at the lower of carrying amount
      or fair value less costs to sell.





22


As
      a
      non-asset based carrier, we do not own transportation assets. We generate the
      major portion of our air and ocean freight revenues by purchasing transportation
      services from direct (asset-based) carriers and reselling those services to
      our
      customers. In accordance with Emerging Issues Task Force ("EITF") 91-9 "Revenue
      and Expense Recognition for Freight Services in Process", revenue from freight
      forwarding and export services is recognized at the time the freight is tendered
      to the direct carrier at origin, and direct expenses associated with the cost
      of
      transportation are accrued concurrently. These
      accrued purchased transportation costs are estimates based upon anticipated
      margins, contractual arrangements with direct carriers and other known factors.
      The estimates are routinely monitored and compared to actual invoiced costs.
      The
      estimates are adjusted as deemed necessary to reflect differences between the
      original accruals and actual costs of purchased transportation.





We
      recognize revenue on a gross basis, in accordance with EITF 99-19, "Reporting
      Revenue Gross versus Net", as a result of the following: We are the primary
      obligor responsible for providing the service desired by the customer and are
      responsible for fulfillment, including the acceptability of the service(s)
      ordered or purchased by the customer. We, at our sole discretion, set the prices
      charged to our customers, and are not required to obtain approval or consent
      from any other party in establishing our prices. We have multiple suppliers
      for
      the services we sell to our customers, and have the absolute and complete
      discretion and right to select the supplier that will provide the product(s)
      or
      service(s) ordered by a customer, including changing the supplier on a
      shipment-by-shipment basis. In most cases, we determine the nature, type,
      characteristics, and specifications of the service(s) ordered by the customer.
      We also assume credit risk for the amount billed to the customer.




**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**




The
      Company’s exposure to market risk for changes in interest rates relates
      primarily to the Company’s short-term cash investments and its line of credit.
      The Company is averse to principal loss and ensures the safety and preservation
      of its invested funds by limiting default risk, market risk and reinvestment
      risk. The Company invests its excess cash in institutional money market
      accounts. The Company does not use interest rate derivative instruments to
      manage its exposure to interest rate changes. If market interest rates were
      to
      change by 10% from the levels at March 31, 2006, the change in interest expense
      would have had an immaterial impact on the Company’s results of operations and
      cash flows.




**Item
      4.**  **Controls
      and Procedures.**





**Evaluation
      of disclosure controls and procedure**





Our
      Chief
      Executive Officer/Principal Financial Officer evaluated the effectiveness of
      the
      design and operation of the Company's disclosure controls and procedures as
      of
      March 31, 2006. Based on that evaluation, he concluded that, as of the end
      of
      the period covered by this quarterly report, the Company's disclosure controls
      and procedures are designed to and are effective to give reasonable assurance
      that the information the Company must disclose in reports filed with the
      Securities and Exchange Commission is properly recorded, processed, summarized,
      and reported as required.





**Changes
      in internal controls**





In
      connection with the acquisition of Airgroup and the evaluation that occurred
      during the fiscal quarter ended March 31, 2006, the Company’s internal control
      over financial reporting processes were expanded to address the Company’s shift
      from a development stage company to its current operations as a transportation
      and logistics services provider.


23




**PART
      II. OTHER INFORMATION**






**Item
      1. Legal Proceedings.**




**None**




**Item
      1A. Risk Factors**




**None**




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**




In
      January 2006, we issued 1,009,093 shares of our common stock to certain Airgroup
      shareholders and employees who are accredited investors at a purchase price
      of
      $0.44 per share for gross cash consideration of $444,000. The shares were issued
      in transactions exempt from registration under the Securities Act of 1933,
      as
      amended (the “Securities Act”), in reliance on Section 4(2) of the Securities
      Act and the safe-harbor private offering exemption provided by Rule 506
      promulgated under the Securities Act, without the payment of underwriting
      discounts or commissions to any person.




In
      February 2006, we issued 1,466,697 shares of our common stock to a limited
      number of accredited investors at a purchase price of $0.44 per share for gross
      cash consideration of $646,000. The shares were issued in transactions exempt
      from registration under the Securities Act of 1933, as amended (the “Securities
      Act”), in reliance on Section 4(2) of the Securities Act and the safe-harbor
      private offering exemption provided by Rule 506 promulgated under the Securities
      Act, without the payment of underwriting discounts or commissions to any person.




**Item
      3. Defaults Upon Senior Securities.**




**None**




**Item
      4. Submission of Matters to a Vote of Security Holders.**




**None**




**Item
      5. Other Information.**




**None**




**Item
      6. Exhibits**




**Exhibit
                No.**
            
            **Exhibit**
            
            **Method
                of Filing**31.1
            
            Certification
                by Principal Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002
            
            Filed
                herewith31.2
            
            Certification
                by Principal Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002
            
            Filed
                herewith32.1
            
            Certification
                by the Principal Executive Officer and Principal Financial Officer
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002
            
            Filed
                herewith99.1
            
            Press
                Release dated May 16, 2006







24


**SIGNATURES**






In
      accordance with the requirements of the Securities Exchange Act of 1934, as
      amended, the registrant caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.






RADIANT
                LOGISTICS, INC.Date:
                May 16, 2006
            
            /s/
                Bohn H. Crain
              Bohn
                H. Crain
              Chief
                Executive Officer







25




**EXHIBIT
      INDEX**




**Exhibit
                No.**
            
            **Exhibit**31.1
            
            Certification
                by Principal Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            
            Certification
                by Principal Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                by Principal Executive Officer/Principal Financial Officer pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of 200299.1
            
            Press
                Release dated May 16, 2006







26